Exhibit 4.2


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                       NEW CENTURY MORTGAGE SECURITIES LLC
                                    Depositor



                            [NAME OF MASTER SERVICER]
                          Master Servicer and Servicer



                               [NAME OF SERVICER]
                                    Servicer



                                [NAME OF TRUSTEE]
                                     Trustee



                                       and



                          [NAME OF TRUST ADMINISTRATOR]
                               Trust Administrator

                           ___________________________

                         POOLING AND SERVICING AGREEMENT
                        Dated as of ____________ 1, _____

                           ___________________________

                     ASSET-BACKED pass-through certificates

                                 Series 200_-__



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<PAGE>


<TABLE>
<CAPTION>


<S>                        <C>

                                TABLE OF CONTENTS
                                -----------------

                                                                                                               PAGE

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01               Defined Terms..........................................................................5
SECTION 1.02               Allocation of Certain Interest Shortfalls.............................................52

                                    ARTICLE II
            CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01               Conveyance of the Mortgage Loans......................................................54
SECTION 2.02               Acceptance of REMIC I by Trustee......................................................56
SECTION 2.03               Repurchase or Substitution of Mortgage Loans by the
                           Originators, the Seller or the Depositor..............................................58
SECTION 2.04               Representations and Warranties of the Depositor.......................................62
SECTION 2.05               Representations, Warranties and Covenants of the Servicers............................64
SECTION 2.06               Issuance of the Class R-I Certificates................................................67
SECTION 2.07               Conveyance of the REMIC I Regular Interests; Acceptance of
                           REMIC II by the Trustee...............................................................67
SECTION 2.08               Issuance of Class R-II Certificates...................................................68
SECTION 2.09               Conveyance of REMIC II Regular Interests; Acceptance of
                           REMIC III by the Trustee..............................................................68
SECTION 2.10               Issuance of REMIC III Certificates....................................................68

                                   ARTICLE III
               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

SECTION 3.01               Servicers to Act as Servicers.........................................................69
SECTION 3.02               Sub-Servicing Agreements Between Servicer and Sub-Servicers...........................71
SECTION 3.03               Successor Sub-Servicers...............................................................73
SECTION 3.04               Liability of the Servicer.............................................................73
SECTION 3.05               No Contractual Relationship Between Sub-Servicers and the Trust
                           Administrator, the Trustee or Certificateholders......................................74
SECTION 3.06               Assumption or Termination of Sub-Servicing Agreements by
                           Trust Administrator...................................................................74
SECTION 3.07               Collection of Certain Mortgage Loan Payments..........................................74
SECTION 3.08               Sub-Servicing Accounts................................................................75
SECTION 3.09               Collection of Taxes, Assessments and Similar Items;
                           Servicing Accounts....................................................................76
SECTION 3.10               Collection Account and Distribution Account...........................................77
SECTION 3.11               Withdrawals from the Collection Account and Distribution Account......................79
SECTION 3.12               Investment of Funds in the Collection Account, the Expense
                           Account and the Distribution Account..................................................81
SECTION 3.13               [intentionally omitted]...............................................................83
</TABLE>


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<PAGE>

<TABLE>
<CAPTION>

<S>                        <C>
SECTION 3.14               Maintenance of Hazard Insurance and Errors and Omissions and
                           Fidelity Coverage.....................................................................83
SECTION 3.15               Enforcement of Due-On-Sale Clauses; Assumption Agreements.............................84
SECTION 3.16               Realization Upon Defaulted Mortgage Loans.............................................85
SECTION 3.17               Trustee and Trust Administrator to Cooperate; Release of
                           Mortgage Files........................................................................88
SECTION 3.18               Servicing Compensation................................................................89
SECTION 3.19               Reports to the Trust Administrator and the Trustee; Collection
                           Account Statements....................................................................90
SECTION 3.20               Statement as to Compliance............................................................90
SECTION 3.21               Independent Public Accountants' Servicing Report......................................91
SECTION 3.22               Access to Certain Documentation.......................................................91
SECTION 3.23               Title, Management and Disposition of REO Property.....................................92
SECTION 3.24               Obligations of the Servicer in Respect of Prepayment
                           Interest Shortfalls...................................................................95
SECTION 3.25               Expense Account.......................................................................95
SECTION 3.26               Obligations of the Servicer in Respect of Mortgage Rates and
                           Monthly Payments......................................................................96
SECTION 3.27               Solicitations.........................................................................96

                                   ARTICLE IV
                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01               Distributions.........................................................................97
SECTION 4.02               Statements to Certificateholders.....................................................103
SECTION 4.03               Remittance Reports; P&I Advances.....................................................106
SECTION 4.04               Allocation of Realized Losses........................................................109
SECTION 4.05               Compliance with Withholding Requirements ............................................111
SECTION 4.06               Exchange Commission; Additional Information..........................................111

                                    ARTICLE V
                                THE CERTIFICATES

SECTION 5.01               The Certificates.....................................................................112
SECTION 5.02               Registration of Transfer and Exchange of Certificates................................114
SECTION 5.03               Mutilated, Destroyed, Lost or Stolen Certificates....................................119
SECTION 5.04               Persons Deemed Owners................................................................119
SECTION 5.05               Certain Available Information........................................................119
</TABLE>




                                     - ii -
<PAGE>



<TABLE>
<CAPTION>

<S>                        <C>
                                   ARTICLE VI
                         THE DEPOSITOR AND THE SERVICERS

SECTION 6.01               Liability of the Depositor and the Servicers.........................................121
SECTION 6.02               Merger or Consolidation of the Depositor or the Servicers............................121
SECTION 6.03               Limitation on Liability of the Depositor, the Servicers and Others...................121
SECTION 6.04               Limitation on Resignation of the Servicers...........................................122
SECTION 6.05               Rights of the Depositor in Respect of the Servicers..................................123

                                   ARTICLE VII
                                     DEFAULT

SECTION 7.01               Servicer Events of Default...........................................................124
SECTION 7.02               Master Servicer, Trust Administrator or Trustee to Act;
                           Appointment of Successor.............................................................127
SECTION 7.03               Notification to Certificateholders...................................................129
SECTION 7.04               Waiver of Servicer Events of Default.................................................129

                                  ARTICLE VIII
               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

SECTION 8.01               Duties of Trustee and Trust Administrator............................................130
SECTION 8.02               Certain Matters Affecting the Trustee and the Trust Administrator....................131
SECTION 8.03               Neither Trustee nor Trust Administrator Liable for Certificates or
                           Mortgage Loans.......................................................................132
SECTION 8.04               Trustee and Trust Administrator May Own Certificates.................................133
SECTION 8.05               Trustee's and Trust Administrator's Fees and Expenses................................133
SECTION 8.06               Eligibility Requirements for Trustee and Trust Administrator.........................134
SECTION 8.07               Resignation and Removal of the Trustee and the
                           Trust Administrator..................................................................134
SECTION 8.08               Successor Trustee or Trust Administrator.............................................136
SECTION 8.09               Merger or Consolidation of Trustee or Trust Administrator............................136
SECTION 8.10               Appointment of Co-Trustee or Separate Trustee........................................137
SECTION 8.11               Appointment of Office or Agency......................................................138
SECTION 8.12               Representations and Warranties.......................................................138

                                   ARTICLE IX
                CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER

SECTION 9.01               Rights of the Certificate Insurer To Exercise Rights of Class A
                           Certificateholders...................................................................140
SECTION 9.02               Trustee and the Trust Administrator To Act Solely with
                           Consent of the Certificate Insurer...................................................140
SECTION 9.03               Trust Fund and Accounts Held for Benefit of the
                           Certificate Insurer..................................................................141
SECTION 9.04               Claims Upon the Policy; Policy Payments Account......................................141
SECTION 9.05               Effect of Payments by the Certificate Insurer; Subrogation...........................143
</TABLE>



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<TABLE>
<CAPTION>

<S>                        <C>
SECTION 9.06               Notices to the Certificate Insurer...................................................143
SECTION 9.07               Third-Party Beneficiary..............................................................144
SECTION 9.08               Trust Administrator to Hold the Policy...............................................144

                                    ARTICLE X
                                   TERMINATION

SECTION 10.01              Termination Upon Repurchase or Liquidation of All
                           Mortgage Loans.......................................................................145
SECTION 10.02              Additional Termination Requirements..................................................147

                                   ARTICLE XI
                                REMIC PROVISIONS

SECTION 11.01              REMIC Administration.................................................................149
SECTION 11.02              Prohibited Transactions and Activities...............................................152
SECTION 11.03              Master Servicer, Servicers, Trustee and Trust Administrator
                            Indemnification.....................................................................152

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

SECTION 12.01              Amendment............................................................................154
SECTION 12.02              Recordation of Agreement; Counterparts...............................................155
SECTION 12.03              Limitation on Rights of Certificateholders...........................................155
SECTION 12.04              Governing Law........................................................................156
SECTION 12.05              Notices..............................................................................156
SECTION 12.06              Severability of Provisions...........................................................157
SECTION 12.07              Notice to Rating Agencies and the Certificate Insurer................................158
SECTION 12.08              Article and Section References.......................................................159
SECTION 12.09              Grant of Security Interest...........................................................159
</TABLE>





                                     - iv -
<PAGE>



                                    EXHIBITS

Exhibit A-1     - Form of Class A-1 Certificate
Exhibit A-2     - Form of Class A-2 Certificate
Exhibit A-3     - Form of Class A-3 Certificate
Exhibit A-4     - Form of Class A-4 Certificate
Exhibit A-5     - Form of Class A-5 Certificate
Exhibit A-6     - Form of Class A-6 Certificate
Exhibit A-7     - Form of Class A-7 Certificate
Exhibit A-8     - Form of Class CE Certificate
Exhibit A-9     - Form of Class P Certificate
Exhibit A-10    - Form of Class R-I Certificate
Exhibit A-11    - Form of Class R-II Certificate
Exhibit A-12    - Form of Class R-III Certificate
Exhibit B       - Form of Financial Guaranty Insurance Policy
Exhibit C-1     - Form of Trust Administrator's Initial Certification
Exhibit C-2     - Form of Trust Administrator's Interim Certification
Exhibit C-3     - Form of Trust Administrator's Final Certification
Exhibit D       - Form of Mortgage Loan Purchase Agreements
Exhibit E-1     - Request for Release
Exhibit E-2     - Request for Release Mortgage Loans paid in full
Exhibit F-1     - Form of Transferor Representation Letter and Form of
                  Transferee Representation Letter in Connection with Transfer
                  of the Class CE Certificates or Class P Certificates Pursuant
                  to Rule 144A Under the 1933 Act
Exhibit F-2     - Form of Transfer Affidavit and Agreement and Form of
                  Transferor Affidavit in Connection with Transfer of Residual
                  Certificates
Exhibit G       - Form of Certification with respect to ERISA and the Code
Exhibit H       - Form of Report Pursuant to Section 4.06
Exhibit I       - Form of Lost Note Affidavit
Schedule 1      - Mortgage Loan Schedule
Schedule 2      - Prepayment Charge Schedule




                                     - v -
<PAGE>




                  This POOLING AND SERVICING AGREEMENT, is dated and effective
as of [__________] 1, 200_, among NEW CENTURY MORTGAGE SECURITIES LLC as
Depositor, [Name of Master Servicer] as Master Servicer and Servicer, [Name of
Servicer] as Servicer, [Name of Trustee] as Trustee and [Name of Trust
Administrator] as Trust Administrator.

                              PRELIMINARY STATEMENT

                  The Depositor intends to sell pass-through certificates to be
issued hereunder in multiple classes, which in the aggregate will evidence the
entire beneficial ownership interest in each REMIC (as defined herein) created
hereunder. The Trust Fund will consist of a segregated pool of assets comprising
of the Mortgage Loans and certain other related assets subject to this
Agreement.

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than the Servicer Prepayment Charge Payment Amount)
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Certificates will be the sole class of "residual interests" in REMIC I for
purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC I
Regular Interests will be certificated.



<TABLE>
<CAPTION>

                             REMIC                        INITIAL                    LATEST POSSIBLE
   DESIGNATION          REMITTANCE RATE          UNCERTIFICATED BALANCE(1)           MATURITY DATE(3)
   -----------          ---------------          -------------------------           ----------------
<S>                 <C>                          <C>                                 <C>
I-LT1               Variable(2)
I-LT4               Variable(2)
I-LT5               Variable(2)
I-LT6               Variable(2)
I-LT7               Variable(2)
I-LT8               Variable(2)
I-LT9               Variable(2)
LTPI(3)             Variable(2)
I-LT3               Variable(2)
</TABLE>
------------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each REMIC I Regular Interest.

(2)  Calculated in accordance with the definition of "REMIC I Remittance Rate"
     herein.

(3)  The REMIC I Regular Interest I-LTP will not accrue interest.


<PAGE>

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Certificates will evidence the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions.

                  The following table irrevocably sets forth the designation,
the REMIC II Remittance Rate, the initial Uncertificated Balance and, solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC II Regular Interests. None
of the REMIC II Regular Interests will be certificated.

<TABLE>
<CAPTION>

                                 INITIAL
                                 REMIC II                  UNCERTIFICATED               LATEST POSSIBLE
     DESIGNATION             REMITTANCE RATE                   BALANCE                 MATURITY DATE (1)
     -----------             ---------------                   -------                 -----------------
<S>                          <C>                               <C>                     <C>
        II-LT1                 Variable (2)
        II-LT2                 % per annum
        II-LT3                 % per annum
        II-LT4                 % per annum
        II-LT5                 % per annum
        II-LT6                 % per annum
        II-LT7               % per annum (3)
        II-LT8                 % per annum
        II-LT9                 Variable (2)
        II-LTP                     (4)
       II-LT2S                 Variable (2)                      (5)
       II-LT3S                 Variable (2)                      (5)
       II-LT4S                 Variable (2)                      (5)
       II-LT5S                 Variable (2)                      (5)
       II-LT6S                 Variable (2)                      (5)
       II-LT7S                 Variable (2)                      (5)
       II-LT8S                 Variable (2)                      (5)
</TABLE>
-------------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each REMIC II Regular Interest.

(2)  Calculated in accordance with the definition of "REMIC II Remittance Rate"
     herein.

(3)  Subject to the Net WAC Pass-Through Rate.

(4)  The REMIC II Regular Interest II-LTP will not accrue interest.

(5)  This REMIC II Regular Interest has no Uncertificated Principal Balance but
     will accrue interest at the related REMIC II Remittance Rate on the related
     Uncertificated Notional Amount, which is equal to the Uncertificated
     Balance of the Uncertificated Corresponding Component.


                                     - 2 -
<PAGE>

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC III." The Class R-III Certificates will evidence the
sole class of "residual interests" in REMIC III for purposes of the REMIC
Provisions.

                  The following table irrevocably sets forth the designation,
the Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.


<TABLE>
<CAPTION>

                                                           INITIAL AGGREGATE                LATEST POSSIBLE
     DESIGNATION           PASS-THROUGH RATE         CERTIFICATE PRINCIPAL BALANCE         MATURITY DATE (1)
     -----------           -----------------         -----------------------------         -----------------
<S>                        <C>                       <C>                                   <C>
      Class A-1               % per annum
      Class A-2               % per annum
      Class A-3               % per annum
      Class A-4               % per annum
      Class A-5               % per annum
      Class A-6             % per annum (3)
      Class A-7               % per annum
       Class CE               Variable (3)
       Class P                    (5)
</TABLE>
--------------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
     the "latest possible maturity date" for each Class of Certificates.

(2)  Subject to the Net WAC Pass-Through Rate.

(3)  Calculated in accordance with the definition of "Pass-Through Rate" herein.

(4)  The Class CE Certificates will accrue interest at their variable
     Pass-Through Rate on the Notional Amount of the Class CE Certificates
     outstanding from time to time which shall equal the Uncertificated Balance
     of the REMIC II Regular Interests (other than the Uncertificated Balance of
     REMIC II Regular Interest II-LTP). The Class CE Certificates will not
     accrue interest on their Certificate Principal Balance.

(5)  The Class P Certificates will not accrue interest.

                  As of the Cut-off Date, the Original Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $______________.



                                     - 3 -
<PAGE>

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


                                     - 4 -
<PAGE>

                                   ARTICLE I
                                   DEFINITIONS

                  Section 1.01 DEFINED TERMS.

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

                  "Accepted Servicing Practices": The servicing standards set
forth in Section 3.01.

                  "Accrued Certificate Interest": With respect to any Class A
Certificate or Class CE Certificate and each Distribution Date, interest accrued
during the related Interest Accrual Period at the Pass-Through Rate for such
Certificate for such Distribution Date on the Certificate Principal Balance, in
the case of the Class A Certificates, or on the Notional Amount, in the case of
the Class CE Certificate, of such Certificate immediately prior to such
Distribution Date. The Class P Certificates are not entitled to distributions in
respect of interest and, accordingly, will not accrue interest. All
distributions of interest on the Class A Certificates will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. Accrued Certificate
Interest with respect to each Distribution Date, as to any Class A Certificate,
shall be reduced by an amount equal to the portion allocable to such Certificate
pursuant to Section 1.02 hereof of the aggregate amount of any Relief Act
Interest Shortfall, if any, for such Distribution Date. Accrued Certificate
Interest with respect to each Distribution Date, as to any Class CE Certificate,
shall be reduced by an amount equal to the portion allocable to such Certificate
pursuant to Section 1.02 hereof of the sum of (a) the aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date to the extent not covered
by payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act Interest Shortfall, if any, for such Distribution Date. In addition, Accrued
Certificate Interest with respect to each Distribution Date, as to any Class CE
Certificate, shall be reduced by an amount equal to the portion allocable to
such Class CE Certificate of Realized Losses, if any, pursuant to Section 4.04
hereof.

                  "Administration Fee": The amount payable to the Trustee on
each Distribution Date pursuant to Section 8.05 as compensation for all services
rendered by it in the execution of the trust hereby created and in the exercise
and performance of any of the powers and duties of the Trustee hereunder, which
amount shall equal one twelfth of the product of (i) the Administration Fee
Rate, multiplied by (ii) the aggregate Scheduled Principal Balance of the
Mortgage Loans and any REO Properties as of the second preceding Due Date (or,
in the case of the initial Distribution Date, as of the Cut-off Date). The fee
payable to the Trust Administrator for all services rendered by it in the
execution of the trust hereby created and in the exercise and performance of any
of the powers and duties of the Trust Administrator hereunder will be paid by
the Trustee out of the Administration Fee.




                                     - 5 -
<PAGE>

                  "Administration Fee Rate": ______% per annum.

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

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

                  "Annual Loss Percentage": With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of which is the
aggregate of all Realized Losses for the twelve months ending on the last day of
the preceding month and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties as of the first day
of the twelfth preceding calendar month.

                  "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 of
record the sale of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.

                  "Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the
amounts on deposit in the Collection Account and Distribution Account as of the
close of business on the related Determination Date, (b) the aggregate of any
amounts received in respect of an REO Property withdrawn from any REO Account
and deposited in the Distribution Account for such Distribution Date pursuant to
Section 3.23, (c) the aggregate of any amounts deposited in the Distribution
Account by the Servicers in respect of Prepayment Interest Shortfalls for such
Distribution Date pursuant to Section 3.24, (d) the aggregate of any P&I
Advances made by the Servicers for such Distribution Date pursuant to Section
4.03, (e) the aggregate of any advances made by the Master Servicer, the Trust
Administrator or the Trustee, as applicable, for such Distribution Date pursuant
to Section 7.02(b) and (f) with respect to the initial Distribution Date, the
Initial Deposit, reduced (to not less than zero), by (2) the sum of (x) the
portion of the amount described in clause (1)(a) above that represents (i)
Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to
the Determination Date but due during any Due Period subsequent to the related
Due Period, (ii) Principal Prepayments on the Mortgage Loans received after the
related Prepayment Period (together with any interest payments received with
such Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds and Insurance Proceeds received
in respect of the Mortgage Loans after the related Prepayment Period, (iv)
amounts reimbursable or payable to the Depositor, either Servicer, the Master
Servicer, the



                                     - 6 -
<PAGE>

Trustee, either Originator, the Trust Administrator, the Seller or any
Sub-Servicer pursuant to Section 3.11 or Section 3.12 or otherwise payable in
respect of extraordinary Trust Fund expenses, (v) Stayed Funds, (vi) the amount
of the Certificate Insurer Premium payable from the Distribution Account to the
Expense Account pursuant to Section 3.25(b) for payment to the Certificate
Insurer, the Administration Fee payable from the Distribution Account pursuant
to Section 8.05 and the Master Servicing Fee payable from the Distribution
Account pursuant to Section 3.11(b)(3), (vii) amounts deposited in the
Collection Account or the Distribution Account in error and (viii) the amount of
any Prepayment Charges collected by the Servicers in connection with the
Principal Prepayment of any of the Mortgage Loans and any Servicer Prepayment
Charge Payment Amount, and (y) amounts reimbursable to the Master Servicer, the
Trustee or the Trust Administrator, as applicable, for an advance made pursuant
to Section 7.02(b) which advance the Master Servicer, the Trustee or Trust
Administrator, as applicable, has determined to be nonrecoverable from the
Stayed Funds in respect of which it was made.

                  "Balloon Loan": Any Mortgage Loan that provided on the date of
origination for an amortization schedule extending beyond its stated maturity
date.

                  "Balloon Payment": With respect to any Balloon Loan, as of any
date of determination, the Monthly Payment payable on the stated maturity date
of such Mortgage Loan.

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

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

                  "Book-Entry Certificate": The Class A Certificates for so long
as the Certificates of such Class shall be registered in the name of the
Depository or its nominee.

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

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

                  "Cash-Out Refinancing": With respect to a Mortgage Loan
serviced by ___________, a Refinanced Mortgage Loan the proceeds of which are
more than a nominal amount in excess of the principal balance of any existing
first mortgage or subordinate mortgage on the related Mortgaged Property and
related closing costs. With respect to a Mortgage Loan serviced by __________, a
Refinanced Mortgage Loan, the proceeds of which were more than the greater of
(a) $1,000 or (b) 1% of the principal balance of an existing first mortgage on
the related Mortgaged Property and the principal



                                     - 7 -
<PAGE>

balance of any existing subordinate mortgages on the related Mortgaged Property,
in either case, in excess of the principal balance of an existing first mortgage
on the related Mortgaged Property, the principal balance of any existing
subordinate mortgages on the related Mortgaged Property and related closing
costs, and were used to satisfy such existing first mortgage, or any such
subordinate mortgages, to pay related closing costs and to provide to the
Mortgagor more than $1,000 or the amount calculated in clause (b) above, as
applicable, in addition thereto. Notwithstanding the foregoing, with respect to
__________, any Refinanced Mortgage Loan with a Loan-to-Value Ratio less than or
equal to 80% that was used for the purpose of debt consolidation is considered a
Cash-Out Refinancing.

                  "Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 200_-___, Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class CE, Class P, Class R-I, Class
R-II or Class R-III, issued under this Agreement.

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

                  "Certificate Insurer": _________________________________, a
stock insurance company organized and created under the laws of the State of New
York, and any successors thereto.

                  "Certificate Insurer Default": The existence and continuance
of any of the following:

                  (a) The Certificate Insurer fails to make a payment required
under the Policy in accordance with its terms; or

                  (b)(i) the Certificate Insurer (A) files any petition or
commences any case or proceeding under any provision or chapter of the
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes
a general assignment for the benefit of its creditors, or (C) has an order for
relief entered against it under the Bankruptcy Code or any other similar federal
or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization which is final and nonappealable; or

                  (ii) a court of competent jurisdiction, the New York
Department of Insurance or other competent regulatory authority enters a final
and nonappealable order,



                                     - 8 -
<PAGE>



judgment or decree (A) appointing a custodian, trustee, agent or receiver for
the Certificate Insurer or for all or any material portion of its property or
(B) authorizing the taking of possession by a custodian, trustee, agent or
receiver of the Certificate Insurer (or the taking of possession of all or any
material portion of the property of the Certificate Insurer).

                  "Certificate Insurer Premium": The Policy premium payable
pursuant to Section 3.25(b) hereof.

                  "Certificate Insurer Premium Rate": ____% per annum.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register and the Certificate
Insurer to the extent of Cumulative Insurance Payments, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the purposes of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or either Servicer or any Affiliate thereof shall be
deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of
Voting Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 12.01. The Trustee and the Trust Administrator may
conclusively rely upon a certificate of the Depositor or either Servicer in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; PROVIDED, HOWEVER, that the Trustee and the Trust Administrator shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

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

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



                                     - 9 -
<PAGE>

                  "Certificate Register": The register maintained pursuant to
Section 5.02.

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

                  "Class A Certificate": Any Class A-1 Certificate, Class A-2
Certificate, Class A-3 Certificate, Class A-4 Certificate, Class A-5
Certificate, Class A-6 Certificate or Class A-7 Certificate.

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

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

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

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

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

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

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

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



                                     - 10 -
<PAGE>

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

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

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

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

                  "Closing Date": _________________.

                  "Code": The Internal Revenue Code of 1986.

                  "Collection Account": Each of the accounts created and
maintained, or caused to be created and maintained, by each Servicer pursuant to
Section 3.10(a), which shall be entitled as appropriate, "__________________, as
Servicer for __________________, as Trustee, in trust for the registered holders
of New Century Mortgage Securities LLC, Asset-Backed Pass-Through Certificates,
Series _______ and (B) ____________________, as Servicer for
___________________, as Trustee, in trust for (A) the registered holders of New
Century Mortgage Securities LLC, Asset-Backed Pass-Through Certificates, Series
_________." The Collection Account must be an Eligible Account.

                  "Commission": The Securities and Exchange Commission.

                  "Corporate Trust Office": The principal corporate trust office
of the Trust Administrator or the Trustee, as the case may be, at which at any
particular time its corporate trust business in connection with this Agreement
shall be administered, which office, with respect to the Trust Administrator, at
the date of the execution of this instrument is located at
________________________________________, or at such other address as the Trust
Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, each Servicer, the Trustee and the
Certificate Insurer and, with respect to the Trustee, at the date of the
execution of this instrument is located at ____________________________________,
or such other address as the Trustee may designate from time to time by notice
to the Certificateholders, the Depositor, each Servicer, the Trust Administrator
and the Certificate Insurer.



                                     - 11 -
<PAGE>

                  "Corresponding Certificate": With respect to REMIC I Regular
Interest I-LT2, REMIC I Regular Interest I-LT3, REMIC I Regular Interest I-LT4,
REMIC I Regular Interest I- LT5, REMIC I Regular Interest I-LT6, REMIC I Regular
Interest I-LT7, REMIC I Regular Interest I-LT8 and REMIC I Regular Interest
I-LTP, the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates and Class P Certificates, respectively.
With respect to REMIC II Regular Interest II-LT2, REMIC II Regular Interest
II-LT3, REMIC II Regular Interest II-LT4, REMIC II Regular Interest II-LT5,
REMIC II Regular Interest II-LT6, REMIC II Regular Interest II-LT7, REMIC II
Regular Interest II-LT8 and REMIC II Regular Interest II-LTP, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7
Certificates and Class P Certificates, respectively.

                  "Cumulative Insurance Payments": As of any time of
determination, the aggregate of all Insurance Payments previously made by the
Certificate Insurer under the Policy plus interest thereon from the date such
amount became due until paid in full, at a rate of interest calculated as
provided in the Insurance Agreement minus all payments previously made to the
Certificate Insurer pursuant to Section 4.01 hereof as reimbursement for such
amounts.

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

                  "Cut-off Date": With respect to each Original Mortgage Loan,
_____ 1, 200_. With respect to all Qualified Substitute Mortgage Loans, their
respective dates of substitution. References herein to the "Cut-off Date," when
used with respect to more than one Mortgage Loan, shall be to the respective
Cut-off Dates for such Mortgage Loans.

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

                  "Deficiency Amount": With respect to the Class A Certificates
as of any Distribution Date, the sum of (i) any shortfall in the amounts
available in the Distribution Account to pay the Interest Distribution Amount on
such Certificates for the related Interest Accrual Period, (ii) the excess, if
any, of (a) the aggregate Certificate Principal Balances of the Class A
Certificates then outstanding over (b) the aggregate Stated Principal Balances
of the Mortgage Loans and REO Properties then outstanding, and (iii) without
duplication of the amount specified in clause (ii), the aggregate Certificate
Principal Balances of the Class A Certificates to the extent unpaid on the final




                                     - 12 -
<PAGE>

Distribution Date or earlier termination of the Trust Fund pursuant to the terms
of this Agreement.

                   "Deficiency Event": The inability of the Trust Administrator
to make the Guaranteed Distribution on any Distribution Date due to a shortage
of funds for such purpose then held in the Distribution Account and the failure
of the Certificate Insurer to pay in full a claim made in accordance with the
Policy with respect to such Distribution Date.

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

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

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

                  "Delinquency Percentage": As of the last day of the related
Due Period, the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of all Mortgage Loans that, as of the
last day of the previous calendar month, are 60 or more days delinquent, are in
foreclosure, have been converted to REO Properties or have been discharged by
reason of bankruptcy, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties as of the last day of
the previous calendar month; PROVIDED, HOWEVER, that any Mortgage Loan purchased
by the Master Servicer (or by Option One) pursuant to Section 3.16(c) shall not
be included in either the numerator or the denominator for purposes of
calculating the Delinquency Percentage.

                  "Depositor": New Century Mortgage Securities LLC, a Delaware
corporation, or its successor in interest.

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

                  "Depository Institution": Any depository institution or trust
company, including the Trustee and the Trust Administrator, that (a) is
incorporated under the laws of the United States of America or any State
thereof, (b) is subject to supervision and examination by federal or state
banking authorities and (c) has outstanding unsecured commercial paper or other
short-term unsecured debt obligations (or, in the case of a depository
institution that is the principal subsidiary of a holding company, such holding
company has unsecured commercial paper or other short-term unsecured debt




                                     - 13 -
<PAGE>

obligations) that are rated P-1 by Moody's and A-1 by S&P (or comparable ratings
if Moody's and S&P are not the Rating Agencies).

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

                  "Determination Date": With respect to each Distribution Date,
the 15th day of the calendar month in which such Distribution Date occurs or, if
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.

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

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

                  "Distribution Account": The trust account or accounts created
and maintained by the Trust Administrator pursuant to Section 3.10(b), which
shall be entitled "_________________, as Trust Administrator for
__________________, as Trustee, in trust for (A) the registered holders of New
Century Mortgage Securities LLC,



                                     - 14 -
<PAGE>

Asset-Backed Pass-Through Certificates, Series __________ and (B) Financial
Security Assurance Inc." The Distribution Account must be an Eligible Account.

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

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

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.

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

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

                  "Excess Overcollateralized Amount": With respect to the Class
A Certificates and any Distribution Date, the excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date over (ii) the Required
Overcollateralized Amount for such Distribution Date.

                  "Expense Account": The account established and maintained
pursuant to Section 3.25.

                  "Expense Adjusted Mortgage Rate": With respect to any Mortgage
Loan or REO Property, the then applicable Mortgage Rate thereon minus the sum of
(i) the Administration Fee Rate, (ii) the Servicing Fee Rate and (iii) the
Master Servicing Fee Rate.

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

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

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the related Originator, the Seller, the Depositor, the Majority
Class CE Certificateholder,



                                     - 15 -
<PAGE>

the related Servicer, the Master Servicer or the Certificate Insurer pursuant to
or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01), a
determination made by the related Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which such Servicer, in
its reasonable good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. Each Servicer shall maintain records, prepared
by a Servicing Officer, of each Final Recovery Determination made thereby.

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

                  "Guaranteed Distribution": As defined in the Policy.

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

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

                  "Initial Deposit": $________ in cash to be deposited by the
Depositor with the Trust Administrator on or before the Closing Date, which
represents with respect to each Mortgage Loan having a first payment date due in
______________, interest



                                     - 16 -
<PAGE>

accrued at the Net Mortgage Rate for each such Mortgage Loan for the initial
Interest Accrual Period.

                  "Insurance Agreement": The Insurance and Indemnity Agreement,
dated as of _________________, among the Depositor, the Seller, the Servicers
and the Certificate Insurer, as amended or supplemented in accordance with the
provisions thereof.

                  "Insurance Payment": Any payment made by the Certificate
Insurer under the Policy with respect to the Class A Certificates.

                  "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
related 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 the Class A Certificates, the Class CE Certificates, the REMIC I
Regular Interests (other than REMIC I Regular Interest I-LTP) and the REMIC II
Regular Interests (other than REMIC II Regular Interest II-LTP), the one-month
period ending on the last day of the calendar month preceding the month in which
such Distribution Date occurs.

                  "Interest Distribution Amount": With respect to any
Distribution Date and any Class of Class A Certificates and any Class CE
Certificates, the aggregate Accrued Certificate Interest on the Certificates of
such Class for such Distribution Date, plus with respect to each Class of Class
A Certificates any undistributed Interest Distribution Amounts from any previous
Distribution Date for which no Insurance Payment relating to such Interest
Distribution Amounts has been previously paid to Holders of each Class of Class
A Certificates.

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

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



                                     - 17 -
<PAGE>

as to such REO Property; or (ii) such REO Property is removed from REMIC I by
reason of its being purchased pursuant to Section 10.01.

                  "Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the applicable Servicer in connection with (i)
the taking of all or a part of a Mortgaged Property by exercise of the power of
eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage
Loan through a trustee's sale, foreclosure sale or otherwise, or (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section
10.01.

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

                  "Lockout Certificates": The Class A-7 Certificates.

                  "Lockout Certificate Percentage": For each Distribution Date,
the percentage equal to the aggregate Certificate Principal Balance of the Class
A-7 Certificates immediately prior to such Distribution Date divided by the sum
of the aggregate Certificate Principal Balances of the Class A Certificates
immediately prior to such Distribution Date.

                  "Lockout Distribution Percentage": With respect to any
Distribution Date, the percentage indicated below:

                  Distribution Date Lockout Distribution Percentage:

____________ through ___________ __% ___________ through ____________ __% of the
Lockout Certificate Percentage ___________ through ___________ __% of the
Lockout Certificate Percentage ___________ through ___________ ___% of the
Lockout Certificate Percentage ___________ and thereafter the lesser of (x) ___%
of the Lockout Certificate Percentage and (y) ___%

                  Notwithstanding the foregoing, if the Certificate Principal
Balances of the Class A Certificates (other than the Lockout Certificates) have
been reduced to zero, the Lockout Distribution Percentage will be equal to
____%.

                  "Majority Class CE Certificateholder": Any single Holder or
group of Holders of Class CE Certificates representing a greater than 50%
Percentage Interest in such Class.

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



                                     - 18 -
<PAGE>

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

                  "Master Servicing Fee Rate": With respect to each Mortgage
Loan identified on Part A of Schedule 1 hereto ____% per annum. With respect to
each Mortgage Loan identified on Part B of Schedule 1 hereto ____% per annum.

                  "Maximum I-LT9 Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LT9 for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LT9 minus the REMIC I Overcollateralized Amount, in each case
for such Distribution Date, over (ii) Uncertificated Interest on REMIC II
Regular Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II Regular
Interest II-LT4, REMIC II Regular Interest II-LT5, REMIC II Regular Interest
II-LT6, REMIC II Regular Interest II-LT7 and REMIC II Regular Interest II-LT8
for such Distribution Date.

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the related Servicer pursuant to Section 3.07; 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. or its successor
in interest.]

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first lien or a second lien on, or first priority 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 Loan": Each mortgage loan transferred and assigned
to the Trustee and delivered to the Trust Administrator pursuant to Section 2.01
or Section 2.03(d) of this Agreement, as held from time to time as a part of the
Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.

                  "Mortgage Loan Purchase Agreements": The agreement among the
Depositor, the Seller and __________________, in its capacity as an Originator,


                                     - 19 -
<PAGE>

regarding the transfer of certain of the Mortgage Loans by the Seller to or at
the direction of the Depositor (the "___________ Mortgage Loan Purchase
Agreement") and the agreement among the Depositor, the Seller and __________, in
its capacity as an Originator, regarding the transfer of certain of the Mortgage
Loans by the Seller to or at the direction of the Depositor (the "__________
Mortgage Loan Purchase Agreement"), each substantially in the form of Exhibit D
annexed hereto.

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the following information with respect to
each Mortgage Loan:

                           (i) the Mortgage Loan identifying number;

                           (ii) the Mortgagor's name;

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

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

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

                           (vi) the original months to maturity;

                           (vii) the stated remaining months to maturity from
                  the Cut-off Date based on the original amortization schedule;

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

                           (ix) the Mortgage Rate in effect immediately
                  following the Cut-off Date;

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

                           (xi) the stated maturity date;

                           (xii) the amount of the Monthly Payment at
                  origination;

                           (xiii) the amount of the Monthly Payment due on the
                  first Due Date after the Cut-off Date;

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

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



                                     - 20 -
<PAGE>

                           (xvi) the Scheduled Principal Balance of the Mortgage
                  Loan as of the close of business on the Cut-off Date;

                           (xvii) [intentionally omitted];

                           (xviii) [intentionally omitted];

                           (xix) a code indicating the purpose of the Mortgage
                  Loan (I.E., purchase financing, Rate/Term Refinancing,
                  Cash-Out Refinancing);

                           (xx) [intentionally omitted];

                           (xxi) [intentionally omitted];

                           (xxii) the Mortgage Rate at origination;

                           (xxiii) [intentionally omitted];

                           (xxiv) a code indicating the documentation program
                  (I.E., Full Documentation, Limited Documentation, Stated
                  Income Documentation);

                           (xxv) [intentionally omitted];

                           (xxvi) [intentionally omitted];

                           (xxvii) the risk grade;

                           (xxviii) [intentionally omitted];

                           (xxix) [intentionally omitted];

                           (xxx) [intentionally omitted];

                           (xxxi) the Value of the Mortgaged Property;

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

                           (xxxiii) the actual unpaid principal balance of the
                  Mortgage Loan as of the Cut-off Date;

                           (xxxiv) the type and term of the related Prepayment
                  Charge; (xxxv) [intentionally omitted];

                           (xxxvi) [intentionally omitted];

                           (xxxvii) [intentionally omitted];

                           (xxxviii) [intentionally omitted];


                                     - 21 -
<PAGE>


                           (xxxix) [intentionally omitted];

                           (xl) the program code;

                           (xli) whether the Mortgage Loan is a first or second
                  lien Mortgage Loan.

                  The Mortgage Loan Schedule shall be divided into two parts,
Part A includes the Mortgage Loans initially serviced by ___________ and Part B
includes the Mortgage Loans initially serviced by ______________. Each part of
the Mortgage Loan Schedule shall set forth the following information with
respect to the Mortgage Loans in the aggregate as of the Cut-Off Date: (1) the
number of Mortgage Loans; (2) the current principal balance of the Mortgage
Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; and (4) the
weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule
shall be amended from time to time by the Depositor in accordance with the
provisions of this Agreement. With respect to any Qualified Substitute Mortgage
Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage
Loan, determined in accordance with the definition of Cut-off Date herein.

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

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

                  "Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note.

                  "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.

                  "Mortgagor": The obligor on a Mortgage Note.

                  "Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) any Overcollateralization Reduction Amount for
such Distribution Date and (ii) the excess of (x) the Available Distribution
Amount for such Distribution Date over (y) the sum for such Distribution Date of
(A) the Interest Distribution Amounts payable to the holders of the Class A
Certificates and (B) the sum of the amounts described in clauses (b)(i) through
(iii) of the definition of Principal Distribution Amount.

                  "Net Monthly Excess Spread": With respect to any Distribution
Date, the excess of (x) the Available Distribution Amount for such Distribution
Date over (y) the sum for such Distribution Date of (A) the Interest
Distribution Amount payable to the holders of the Class A Certificates and (B)
the sum of the amounts described in clauses (b)(i) through (iii) of the
definition of Principal Distribution Amount.



                                     - 22 -
<PAGE>

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

                  "Net WAC Pass-Through Rate": With respect to REMIC II Regular
Interest II-LT7 and the Class A-6 Certificates and any Distribution Date, a per
annum rate equal to the fraction, expressed as a percentage, the numerator of
which is (i) an amount equal to (A) 1/12 of the aggregate Scheduled Principal
Balance of the then outstanding Mortgage Loans and REO Properties multiplied by
the weighted average of the Expense Adjusted Mortgage Rates on such Mortgage
Loans and REO Properties minus (B) the amount of the Certificate Insurer Premium
payable to the Certificate Insurer with respect to the Policy for such
Distribution Date, and the denominator of which is (ii) an amount equal to 1/12
of the aggregate Scheduled Principal Balance of the then outstanding Mortgage
Loans and REO Properties.

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

                  "Nonrecoverable P&I Advance": Any P&I 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 related Servicer, will not or, in the
case of a proposed P&I Advance, would not be ultimately recoverable from related
Late Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage
Loan or REO Property as provided herein.

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

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

                  "Notional Amount": With respect to the Class CE Certificates
and any Distribution Date, the Uncertificated Balance of the REMIC II Regular
Interests (other than the Uncertificated Balance of REMIC II Regular Interest
II-LTP) for such Distribution Date.

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



                                     - 23 -
<PAGE>

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

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

                  "Originators": ___________, or its successor in interest, in
its capacity as an Originator under the _____________ Mortgage Loan Purchase
Agreement, and __________, or its successor in interest, in its capacity as an
Originator under the __________ Mortgage Loan Purchase Agreement.

                  "Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties immediately following such Distribution Date
over (b) the sum of the aggregate Certificate Principal Balances of the Class A
Certificates and the Class P Certificates as of such Distribution Date (after
taking into account the payment of the amounts described in clauses (b)(i)
through (iv) of the definition of Principal Distribution Amount on such
Distribution Date).

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Required Overcollateralized
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date prior to taking into account the
payment of any Overcollateralization Increase Amount on such Distribution Date.

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

                  "Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount and (b) the sum of the amounts available for
distribution specified in clauses (b)(i) through (iii) of the definition of
Principal Distribution Amount.

                  "Overcollateralization Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Overcollateralized


                                     - 24 -
<PAGE>

Amount, and the denominator of which is the aggregate Stated Principal Balance
of the Mortgage Loans and REO Properties as of the last day of the related Due
Period.

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

                  "Pass-Through Rate": With respect to:

                           (i) the Class A-1 Certificates, for any Distribution
                  Date, a fixed rate equal to _______% per annum;

                           (ii) the Class A-2 Certificates, for any Distribution
                  Date, a fixed rate equal to _______% per annum;

                           (iii) the Class A-3 Certificates, for any
                  Distribution Date, a fixed rate equal to _______% per annum;

                           (iv) the Class A-4 Certificates, for any Distribution
                  Date, a fixed rate equal to _______% per annum;

                           (v) the Class A-5 Certificates, for any Distribution
                  Date, a fixed rate equal to _______% per annum;

                           (vi) the Class A-6 Certificates, for any Distribution
                  Date, the lesser of (i) a fixed rate equal to _____% per annum
                  and (ii) the Net WAC Pass-Through Rate for such Distribution
                  Date;

                           (vii) the Class A-7 Certificates, for any
                  Distribution Date, a fixed rate equal to _______% per annum;

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

                  (a) the REMIC II Remittance Rate for REMIC II Regular Interest
II- LT1 minus two (2) times the weighted average of the REMIC II Remittance
Rates for REMIC II Regular Interest II-LT2, REMIC II Regular Interest II-LT3,
REMIC II Regular Interest II-LT4, REMIC II Regular Interest II-LT5, REMIC II
Regular Interest II-LT6, REMIC II Regular Interest II-LT7, REMIC II Regular
Interest II- LT8 and REMIC II Regular Interest II-LT9, with the rate on REMIC II
Regular Interest II-LT9 equal to zero


                                     - 25 -
<PAGE>

for the purpose of this calculation, applied to an amount equal to the
Uncertificated Balance of REMIC II Regular Interest II-LT1;

                  (b) the weighted average of the REMIC II Remittance Rates for
REMIC II Regular Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II
Regular Interest II-LT4, REMIC II Regular Interest II-LT5, REMIC II Regular
Interest II-LT6, REMIC II Regular Interest II-LT7 and REMIC II Regular Interest
II-LT8 minus two (2) times the weighted average of the REMIC II Remittance Rates
for REMIC II Regular Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II
Regular Interest II-LT4, REMIC II Regular Interest II-LT5, REMIC II Regular
Interest II-LT6, REMIC II Regular Interest II-LT7, REMIC II Regular Interest
II-LT8 and REMIC II Regular Interest II-LT9, with the rate on REMIC II Regular
Interest II-LT9 equal to zero for the purpose of this calculation, applied to an
amount equal to the sum of the Uncertificated Balances of REMIC II Regular
Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II Regular Interest II-
LT4, REMIC II Regular Interest II-LT5, REMIC II Regular Interest II-LT6, REMIC
II Regular Interest II-LT7 and REMIC II Regular Interest II-LT8;

                  (c) the REMIC II Remittance Rate for REMIC II Regular Interest
II- LT9 minus two (2) times the weighted average of the REMIC II Remittance
Rates for REMIC II Regular Interest II-LT2, REMIC II Regular Interest II-LT3,
REMIC II Regular Interest II-LT4, REMIC II Regular Interest II-LT5, REMIC II
Regular Interest II-LT6, REMIC II Regular Interest II-LT7, REMIC II Regular
Interest II- LT8 and REMIC II Regular Interest II-LT9, with the rate on REMIC II
Regular Interest II-LT9 equal to zero for the purpose of this calculation,
applied to an amount equal to the Uncertificated Balance of REMIC II Regular
Interest II-LT9; and

                  (d) 100% of the interest on REMIC II Regular Interest II-LT2S;

                  (e) 100% of the interest on REMIC II Regular Interest II-LT3S;

                  (f) 100% of the interest on REMIC II Regular Interest II-LT4S;

                  (g) 100% of the interest on REMIC II Regular Interest II-LT5S;

                  (h) 100% of the interest on REMIC II Regular Interest II-LT6S;

                  (i) 100% of the interest on REMIC II Regular Interest II-LT7S;
and

                  (j) 100% of the interest on REMIC II Regular Interest II-LT8S.

                  "Percentage Interest": With respect to any Class of
Certificates (other than the Residual Certificates), the undivided percentage
ownership in such Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the initial Certificate Principal Balance
represented by such Certificate and the denominator of which is the aggregate
initial Certificate Principal Balance of all of the Certificates of such Class.
The Class A Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $10,000 and
integral multiples of $1.00 in excess thereof. The Class P Certificates are
issuable only in


                                     - 26 -
<PAGE>

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

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

                  (i) direct obligations of, or obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency or instrumentality thereof, provided such obligations are
         backed by the full faith and credit of the United States; PROVIDED,
         HOWEVER, that any obligation of, or guaranteed by, Freddie Mac or
         Fannie Mae, other than a senior debt or a mortgage participation or
         pass-through certificate guaranteed by Freddie Mac or Fannie Mae shall
         be a Permitted Investment only if, at the time of investment, such
         investment is acceptable to the Certificate Insurer;

                  (ii) demand and time deposits in, certificates of deposit of,
         or bankers' acceptances issued by, any Depository Institution;

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

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

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



                                     - 27 -
<PAGE>

                  (vi) units of money market funds that have been rated "P-1" by
         Moody's and "AAAm" by S&P; and

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

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

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

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

                  "P&I Advance": As to any Mortgage Loan or REO Property, any
advance made by the related Servicer in respect of any Distribution Date
pursuant to Section 4.03.

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

                  "Policy": The Financial Guaranty Insurance Policy (No.
50752-N) issued by the Certificate Insurer relating to the Class A Certificates,
including any endorsements thereto, attached hereto as Exhibit B.

                  "Policy Payments Account": The account established pursuant to
Section 9.04 hereof.

                  "Premium Supplement": As defined in the Insurance Agreement.

                  "Prepayment Assumption": A ___% Prepayment Vector. The
Prepayment Assumption is used solely for determining the accrual of original
issue discount on the Certificates for federal income tax purposes. A ___%
Prepayment Vector assumes that the outstanding balance of a pool of mortgage
loans prepays at a rate of ____% CPR in the first month of the life of such
pool, such rate increasing by an additional approximate ____% CPR (precisely
20/11, expressed as a percentage) each month thereafter through


                                     - 28 -
<PAGE>

the eleventh month of the life of such pool, and such rate thereafter remaining
at __% CPR for the remainder of the life of such pool. A CPR (or Constant
Prepayment Rate) represents an annualized constant assumed rate of prepayment
each month of a pool of mortgage loans relative to its outstanding principal
balance for the life of such pool.

                  "Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, penalty or charge payable by a Mortgagor in connection
with any Principal Prepayment on a Mortgage Loan pursuant to the terms of the
related Mortgage Note (other than any Servicer Prepayment Charge Payment
Amount).

                  "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges on the Mortgage Loans included in REMIC I on such date,
attached hereto as Schedule 2 (including the Prepayment Charge Summary attached
thereto). The Prepayment Charge Schedule shall set forth the following
information with respect to each Prepayment Charge:

                           (i) the Mortgage Loan identifying number;

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

                           (iii) the state of origination of the related
                  Mortgage Loan;

                           (iv) the date on which the first monthly payment was
                  due on the related Mortgage Loan;

                           (v) the term of the related Mortgage Loan; and

                           (vi) the principal balance of the related Mortgage
                  Loan as of the Cut-off Date.

The Prepayment Charge Schedule shall be amended from time to time by the
Depositor in accordance with the provisions of this Agreement.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was during the related Prepayment
Period the subject of a Principal Prepayment in full or in part that was applied
by the related Servicer to reduce the outstanding principal balance of such loan
on a date preceding the Due Date in the succeeding Prepayment Period, an amount
equal to interest at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the date on which the
prepayment is applied and ending on the last day of the related Prepayment
Period. The obligations of the Servicers in respect of any Prepayment Interest
Shortfall are set forth in Section 3.24.

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

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



                                     - 29 -
<PAGE>

                  (a) the excess of the Available Distribution Amount over the
amount payable on the Class A Certificates pursuant to Section 4.01(a)(2)(i);
and

                  (b) the sum of:

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

                           (ii) the Stated Principal Balance of any Mortgage
                  Loan that was purchased during the related Prepayment Period
                  pursuant to or as contemplated by Section 2.03, Section
                  3.16(c) or Section 10.01 and the amount of any shortfall
                  deposited in the Collection Account in connection with the
                  substitution of a Deleted Mortgage Loan pursuant to Section
                  2.03 during the related Prepayment Period;

                           (iii) the principal portion of all other unscheduled
                  collections (including, without limitation, Principal
                  Prepayments, Insurance Proceeds, Liquidation Proceeds and REO
                  Principal Amortization) received during the related Prepayment
                  Period, net of any portion thereof that represents a recovery
                  of principal for which an advance was made by the related
                  Servicer pursuant to Section 4.03 in respect of a preceding
                  Distribution Date;

                           (iv) the principal portion of any Realized Losses
                  incurred or deemed to have been incurred on the Mortgage Loans
                  in the calendar month preceding such Distribution Date and the
                  principal portion of any Realized Losses allocated to the
                  Class A Certificates on previous Distribution Dates but not
                  paid under the Policy due to a Certificate Insurer Default and
                  not previously paid pursuant to Section 4.01(a)(2)(iii)(b), in
                  each case from Accrued Certificate Interest on the Class CE
                  Certificates for such Distribution Date; and

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

minus:

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

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



                                     - 30 -
<PAGE>

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 10.01, and as confirmed by an Officers' Certificate from the
related Servicer or the Master Servicer to the Trustee and the Trust
Administrator, an amount equal to the sum of (i) 100% of the Stated Principal
Balance thereof as of the date of purchase (or such other price as provided in
Section 10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
such Stated Principal Balance at the applicable Net Mortgage Rate in effect from
time to time from the Due Date as to which interest was last covered by a
payment by the Mortgagor or an advance by the related Servicer, which payment or
advance had as of the date of purchase been distributed pursuant to Section
4.01, through the end of the calendar month in which the purchase is to be
effected and (y) an REO Property, the sum of (1) accrued interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the related Servicer through the end of the calendar
month immediately preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property was acquired
and ending with the calendar month in which such purchase is to be effected, net
of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds
and P&I Advances that as of the date of purchase had been distributed as or to
cover REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed
Servicing Advances and P&I Advances (including Nonrecoverable P&I Advances and
Nonrecoverable Servicing 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 3.11(a)(ix) and Section 3.16(b), and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the related Servicer, the Trustee or the Trust
Administrator in respect of the breach or defect giving rise to the purchase
obligation.

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the Scheduled
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage Rate
not less than (and not more than one percentage point in excess of) the Mortgage
Rate of the Deleted Mortgage Loan, (iii) [reserved], (iv) [reserved], (v)
[reserved], (vi) [reserved], (vii) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage Loan,
(viii) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (ix)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower than
the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a
risk grading determined by the related Originator at least equal to the risk
grading assigned on the Deleted Mortgage Loan and (xi) conform to each
representation and warranty set forth in Section 6 of the related Mortgage Loan
Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that
one or more mortgage loans are substituted for one or more Deleted Mortgage


                                     - 31 -
<PAGE>

Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate principal balances, the Mortgage Rates described in clause
(ii) hereof shall be determined on the basis of weighted average Mortgage Rates,
the terms described in clause (vii) hereof shall be determined on the basis of
weighted average remaining term to maturity, the Loan-to-Value Ratios described
in clause (ix) hereof shall be satisfied as to each such mortgage loan, the risk
gradings 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 (xi) hereof must be satisfied
as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case
may be.

                  "Rate/Term Refinancing": With respect to Mortgage Loan
serviced by ___________, a Refinanced Mortgage Loan, the proceeds of which are
not more than a nominal amount in excess of the existing first mortgage loan and
any subordinate mortgage loan on the related Mortgaged Property and related
closing costs, and were used exclusively (except for such nominal amount) to
satisfy the then existing first mortgage loan and any subordinate mortgage loan
of the Mortgagor on the related Mortgaged Property and to pay related closing
costs. With respect to a Mortgage Loan serviced by _______________, a Refinanced
Mortgage Loan, the proceeds of which were not more than the greater of (a)
$1,000 or (b) 1% of the principal balance of an existing first mortgage on the
related Mortgaged Property and the principal balance of any existing subordinate
mortgages on the related Mortgaged Property, in either case, in excess of the
principal balance of an existing first mortgage on the related Mortgaged
Property, the principal balance of any existing subordinate mortgages on the
related Mortgaged Property and related closing costs, and were used to satisfy
such existing first mortgage, or any such subordinate mortgages, to pay related
closing costs and to provide to the Mortgagor not more than $1,000 or the amount
calculated in clause (b) above, as applicable, in addition thereto.
Notwithstanding the foregoing, with respect to ______________, any Refinanced
Mortgage Loan with a Loan-to-Value Ratio greater than 80% that was used for the
purpose of debt consolidation is considered a Rate/Term Refinancing.

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

                  "Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than
zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery Determination was
made, plus (ii) accrued interest from the Due Date as to which interest was last
paid by the Mortgagor through the end of the calendar month in which such Final
Recovery Determination was made, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on such Mortgage Loan and (B) on a



                                     - 32 -
<PAGE>

principal amount equal to the Stated Principal Balance of such Mortgage Loan as
of the close of business on the Distribution Date during such calendar month,
plus (iii) any amounts previously withdrawn from the Collection Account in
respect of such Mortgage Loan pursuant to Section 3.11(a)(ix) and Section
3.16(b), minus (iv) the proceeds, if any, received in respect of such Mortgage
Loan during the calendar month in which such Final Recovery Determination was
made, net of amounts that are payable therefrom to the related Servicer with
respect to such Mortgage Loan pursuant to Section 3.11(a)(iii).

                  With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, plus (iv)
any amounts previously withdrawn from the Collection Account in respect of the
related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus
(v) the aggregate of all P&I Advances and Servicing Advances (in the case of
Servicing Advances, without duplication of amounts netted out of the rental
income, Insurance Proceeds and Liquidation Proceeds described in clause (vi)
below) made by the related Servicer in respect of such REO Property or the
related Mortgage Loan for which such Servicer has been or, in connection with
such Final Recovery Determination, will be reimbursed pursuant to Section 3.23
out of rental income, Insurance Proceeds and Liquidation Proceeds received in
respect of such REO Property, minus (vi) the total of all net rental income,
Insurance Proceeds and Liquidation Proceeds received in respect of such REO
Property that has been, or in connection with such Final Recovery Determination,
will be transferred to the Distribution Account pursuant to Section 3.23.

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

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



                                     - 33 -
<PAGE>

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

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

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

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

                  "Relief Act": The Servicemembers Civil Relief Act, as amended.

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

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

                  "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof; (ii) any REO Property, together
with all collections thereon and proceeds thereof; (iii) the Trustee's rights
with respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreements (including any
security interest created thereby); (v) the Collection Account (other than any
amounts representing any Servicer Prepayment Charge Payment Amount), the
Distribution Account (other than any amounts representing any Servicer
Prepayment Charge Payment Amount), the Expense Account and any REO Account, and
such assets that are deposited therein from time to time and any investments
thereof, together with any and all income, proceeds and payments with respect
thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes
the Policy and all payments and other collections of principal and interest due
on the Mortgage Loans on or before the Cut-off Date and all Prepayment Charges
payable in connection with Principal Prepayments made before the Cut-off Date.

                  "REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC



                                     - 34 -
<PAGE>

I Remittance Rate for REMIC I Regular Interest I-
LT1 minus two (2) times the weighted average of the REMIC II Remittance Rates
for REMIC II Regular Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II
Regular Interest II-LT4, REMIC II Regular Interest II-LT5, REMIC II Regular
Interest II-LT6, REMIC II Regular Interest II-LT7, REMIC II Regular Interest
II-LT8 and REMIC II Regular Interest II-LT9, with the rate on REMIC II Regular
Interest II-LT9 equal to zero for purposes of this calculation, divided by (b)
12.

                  "REMIC I Overcollateralized Amount": With respect to any date
of determination, (i) ____% of the aggregate Uncertificated Balances of the
REMIC I Regular Interests minus (ii) the aggregate of the Uncertificated
Balances of REMIC I Regular Interest I-LT2, REMIC I Regular Interest I-LT3,
REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5, REMIC I Regular
Interest I-LT6, REMIC I Regular Interest I-LT7 and REMIC I Regular Interest
I-LT8, in each case as of such date of determination.

                  "REMIC I Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Balances of REMIC I Regular Interest I-LT2,
REMIC I Regular Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular
Interest I-LT5, REMIC I Regular Interest I-LT6, REMIC I Regular Interest I-LT7
and REMIC I Regular Interest I-LT8 and the denominator of which is the sum of
the Uncertificated Balances of REMIC I Regular Interest I-LT2, REMIC I Regular
Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5,
REMIC I Regular Interest I-LT6, REMIC I Regular Interest I-LT7, REMIC I Regular
Interest I-LT8 and REMIC I Regular Interest I-LT9.

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

                  "REMIC I Regular Interest I-LT1": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT1
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.



                                     - 35 -
<PAGE>

                  "REMIC I Regular Interest I-LT2": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT2
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LT3": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT3
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LT4": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT4
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LT5": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT5
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LT6": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT6
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LT7": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT7
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.



                                     - 36 -
<PAGE>

                  "REMIC I Regular Interest I-LT8": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT8
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Regular Interest I-LT9": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT9
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

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

                  "REMIC I Remittance Rate": With respect to each REMIC I
Regular Interest, the weighted average of the Expense Adjusted Mortgage Rates on
the then outstanding Mortgage Loans and REO Properties.

                  "REMIC I Required Overcollateralized Amount": __% of the
Required Overcollateralization Amount.

                  "REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit
of REMIC III, as holder of the REMIC II Regular Interests, and the Class R-II
Certificateholders pursuant to Section 2.07, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.

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

                  "REMIC II Regular Interest II-LT1": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular


                                     - 37 -
<PAGE>

Interest in REMIC II. REMIC II Regular Interest II-LT1 shall accrue interest at
the related REMIC II Remittance Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance as
set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT2": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT2
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT3": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT3
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT4": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT4
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT5": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT5
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT6": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT6
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.



                                     - 38 -
<PAGE>

                  "REMIC II Regular Interest II-LT7": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT7
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT8": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT8
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC II Regular Interest II-LT9": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT9
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

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

                  "REMIC II Regular Interest II-LT2S": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT2S
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time on its related Uncertificated Notional Amount.

                  "REMIC II Regular Interest II-LT3S": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT3S
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time on its related Uncertificated Notional Amount.

                  "REMIC II Regular Interest II-LT4S": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT4S
shall accrue


                                     - 39 -
<PAGE>

interest at the related REMIC II Remittance Rate in effect from time to time on
its related Uncertificated Notional Amount.

                  "REMIC II Regular Interest II-LT5S": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT5S
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time on its related Uncertificated Notional Amount.

                  "REMIC II Regular Interest II-LT6S": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT6S
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time on its related Uncertificated Notional Amount.

                  "REMIC II Regular Interest II-LT7S": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT7S
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time on its related Uncertificated Notional Amount.

                  "REMIC II Regular Interest II-LT8S": One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LT8S
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time on its related Uncertificated Notional Amount.

                  "REMIC II Remittance Rate": With respect to REMIC II Regular
Interest II-LT1 and REMIC II Regular Interest II-LT9, the weighted average of
the Expense Adjusted Mortgage Rates on the then outstanding Mortgage Loans and
REO Properties minus, with respect to REMIC II Regular Interest II-LT1, the
product of (A) two times the sum of the Uncertificated Balances of REMIC II
Regular Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II Regular
Interest II-LT4, REMIC II Regular II-LT5, REMIC II Regular Interest II-LT6,
REMIC II Regular Interest II-LT7 and REMIC II Regular Interest II- LT8 divided
by the sum of the Uncertificated Balances of REMIC II Regular Interest II-LT2,
REMIC II Regular Interest II-LT3, REMIC II Regular Interest II-LT4, REMIC II
Regular II-LT5, REMIC II Regular Interest II-LT6, REMIC II Regular Interest
II-LT7, REMIC II Regular Interest II-LT8 and REMIC II Regular Interest II-LT9
and (B) the Certificate Insurer Premium Rate. With respect to each of REMIC II
Regular Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II Regular
Interest II-LT4, REMIC II Regular Interest II-LT5, REMIC II Regular Interest
II-LT6 and REMIC II Regular Interest II-LT8, a fixed rate per annum equal to the
related REMIC II Remittance Rate as set forth in the Preliminary Statement
hereto. With respect to REMIC II Regular Interest II-LT7, the lesser of (i) the
related fixed rate per annum equal to the related REMIC II Remittance Rate as
set forth in the Preliminary Statement hereto and (ii) the Net WAC Pass-Through
Rate. With respect to REMIC II Regular Interest II-LT2S, REMIC II Regular
Interest II-LT3S, REMIC II Regular Interest II-LT4S, REMIC II


                                     - 40 -
<PAGE>

Regular Interest II-LT5S, REMIC II Regular Interest II-LT6S, REMIC II Regular
Interest II-LT7S and REMIC II Regular Interest II-LT8S, a rate per annum equal
to excess of the REMIC I Remittance Rate for the related Uncertificated
Corresponding Component over the REMIC II Remittance Rate for REMIC II Regular
Interest II-LT2, REMIC II Regular Interest II-LT3, REMIC II Regular Interest
II-LT4, REMIC II Regular Interest II-LT5, REMIC II Regular Interest II-LT6,
REMIC II Regular Interest II-LT7 and REMIC II Regular Interest II- LT8,
respectively.

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

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

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

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

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

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

                  "REO Account": Each of the accounts maintained, or caused to
be maintained, by the related Servicer in respect of an REO Property pursuant to
Section 3.23.

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

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

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect


                                     - 41 -
<PAGE>

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 3.23(c) in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the related
Servicer pursuant to Section 3.23(d) for unpaid Servicing Fees in respect of the
related Mortgage Loan and unreimbursed Servicing Advances and P&I Advances in
respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar month.

                  "REO Property": A Mortgaged Property acquired by the related
Servicer on behalf of REMIC I through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.23.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E-1 or Exhibit E-2 attached hereto.

                  "Required Overcollateralized Amount": With respect to any
Distribution Date, an amount equal to $_____________ subject to the following:
(i) if the Step Up Trigger has occurred, the Required Overcollateralized Amount
for such Distribution Date will be an amount equal to the entire aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties as of such
Distribution Date; (ii) if the Step Up Trigger has not occurred but the Step Up
Spread Squeeze Test is met, the Required Overcollateralized Amount for such
Distribution Date will be an amount equal to the sum of (A) the Required
Overcollateralized Amount for such Distribution Date determined as though the
Step Up Spread Squeeze Test were not met plus (B) the Spread Squeeze
Overcollateralization Increase Amount; or (iii) if neither the Step Up Trigger
has occurred nor the Step Up Spread Squeeze Test is met but the Step Down
Trigger has occurred, the Required Overcollateralized Amount for such
Distribution Date will be an amount equal to the greater of (A) ____% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
and (B) the lesser of (x) $_____________ and (y) the Stepped Down Required
Overcollateralized Percentage of the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as of such Distribution Date.

                  "Residential Dwelling": Any one of the following: (i) an
attached, detached or semidetached one-family dwelling, (ii) an attached,
detached or semi-detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Fannie Mae eligible condominium project, or (iv) an attached,
detached or semi-detached one-family dwelling in a planned unit development,
none of which is a co-operative, mobile or in the case of a Mortgage Loan
serviced by ______________, a manufactured home (as defined in 42 United States
Code, Section 5402(6)).

                  "Residual Certificate": Any one of the Class R-I Certificates,
Class R-II Certificates or Class R-III Certificates.



                                     - 42 -
<PAGE>

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

                  "Responsible Officer": When used with respect to the Trustee
or the Trust Administrator, the Chairman or Vice Chairman of the Board of
Directors or Trustees, the Chairman or Vice Chairman of the Executive or
Standing Committee of the Board of Directors or Trustees, the President, the
Chairman of the Committee on Trust Matters, any vice president, any assistant
vice president, the Secretary, any assistant secretary, the Treasurer, any
assistant treasurer, the Cashier, any assistant cashier, any trust officer or
assistant trust officer, the Controller and any assistant controller or any
other officer of the Trustee or the Trust Administrator, as the case may be,
customarily performing functions similar to those performed by any of the above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

                  "Rolling Delinquency Percentage": With respect to any
Distribution Date, the average of the Delinquency Percentages as of the last day
of each of the three (or one or two, in the case of the first and second
Distribution Dates) preceding calendar months.

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



                                     - 43 -
<PAGE>

                  "Seller":_____________________, or its successor in interest,
in its capacity as seller under the Mortgage Loan Purchase Agreements.

                  "Servicer Prepayment Charge Payment Amount": The amounts
payable by the Servicers in respect of any waived Prepayment Charges pursuant to
Section 2.05 or Section 3.01.

                  "Servicers": ____________ or any successor servicer appointed
as herein provided, in its capacity as servicer hereunder with respect to the
Mortgage Loans identified on Part A of Schedule 1 hereto and the Prepayment
Charges identified on Part A of Schedule 2 hereto and ____________ or any
successor servicer appointed as herein provided, in its capacity as servicer
hereunder with respect to the Mortgage Loans identified on Part B of Schedule 1
hereto and the Prepayment Charges identified on Part B of Schedule 2 hereto.
References to "related Servicer", "applicable Servicer" and similar terms shall
mean the Servicer only with respect to the Mortgage Loans and Prepayment Charges
on the applicable part of Schedule 1 and Schedule 2 attached hereto.

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

                  "Servicer Remittance Date": With respect to any Distribution
Date, ____ p.m. _____________ time on the 18th day of the calendar month in
which such Distribution Date occurs or, if such 18th day is not a Business Day,
the Business Day immediately succeeding such 18th day.

                  "Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.

                  "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by either Servicer in connection with a default, delinquency
or other unanticipated event by such Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, in respect of a
particular Mortgage Loan, (iii) the management (including reasonable fees in
connection therewith) and liquidation of any REO Property, and (iv) the
performance of its obligations under Section 3.01, Section 3.09, Section 3.14,
Section 3.16 and Section 3.23. Neither Servicer shall be required to make any
Servicing Advance in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of such Servicer, would not be ultimately
recoverable from related Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.

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


                                     - 44 -
<PAGE>

on which interest on such Mortgage Loan accrues for such calendar month. A
portion of such Servicing Fee may be retained by any Sub-Servicer as its
servicing compensation.

                  "Servicing Fee Rate": ____% per annum.

                  "Servicing Officer": Any officer of the applicable 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 such Servicer to the Trust Administrator, the Trustee, the
Certificate Insurer and the Depositor on the Closing Date, as such list may from
time to time be amended.

                  "Single Certificate": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal
Balance or Notional Amount of $1,000. With respect to the Class P Certificates
and the Residual Certificates, a hypothetical Certificate of such Class
evidencing a 100% Percentage Interest in such Class.

                  "Spread Squeeze Condition": The Spread Squeeze Condition will
be met with respect to any Distribution Date on or after which the aggregate
Stated Principal Balance of the Mortgage Loans and each REO Property remaining
in the Trust Fund is reduced to less than ___% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, if the Spread Squeeze
Percentage for such Distribution Date is less than ____%.

                  "Spread Squeeze Overcollateralization Increase Amount": For
any Distribution Date on which the Step Up Spread Squeeze Test is met, an amount
determined as follows:

                  (a) if the Spread Squeeze Condition is met for such
Distribution Date, the Spread Squeeze Overcollateralization Increase Amount for
such Distribution Date shall be equal to the product obtained by multiplying (i)
three, (ii) the excess, if any, of ____% over the Spread Squeeze Percentage for
such Distribution Date and (iii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date; or

                  (b) if the Spread Squeeze Condition is not met for such
Distribution Date, the Spread Squeeze Overcollateralization Increase Amount for
such Distribution Date shall be equal to (A) the Spread Squeeze
Overcollateralization Increase Amount for the most recent Distribution Date for
which the Spread Squeeze Condition was met minus (B) the product obtained by
multiplying (i) one sixth of the amount determined under clause (A) above and
(ii) the number of consecutive Distribution Dates through and including the
current Distribution Date for which the Spread Squeeze Condition was not met.

                  "Spread Squeeze Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
product of 12 and the Net Monthly Excess Spread for such Distribution Date, and
the denominator of which is


                                     - 45 -
<PAGE>

the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
as of such Distribution Date.

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

                  "Startup Day": With respect to any of REMIC I, REMIC II and
REMIC III, the day designated as such pursuant to Section 11.01(b) hereof.

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the Scheduled Principal Balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor
or advanced by the related Servicer and distributed pursuant to Section 4.01 on
or before such date of determination, (ii) all Principal Prepayments received
after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the related Servicer as recoveries of principal in
accordance with the provisions of Section 3.16, to the extent distributed
pursuant to Section 4.01 on or before such date of determination, and (iv) any
Realized Loss incurred with respect thereto as a result of a Deficient Valuation
made during or prior to the Prepayment Period for the most recent Distribution
Date coinciding with or preceding such date of determination; and (b) as of any
date of determination coinciding with or subsequent to the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
Loan would be distributed, zero. With respect to any REO Property: (a) as of any
date of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the related Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO Principal Amortization in respect of such REO Property
for all previously ended calendar months, to the extent distributed pursuant to
Section 4.01 on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.

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



                                     - 46 -
<PAGE>

                  "Step Down Cumulative Loss Test": The Step Down Cumulative
Loss Test will be met with respect to a Distribution Date as follows: (i) for
the ____ through the ____ Distribution Dates, if the Cumulative Loss Percentage
for such Distribution Date is ____% or less; (ii) for the ____ through the ----
Distribution Dates, if the Cumulative Loss Percentage for such Distribution Date
is ____% or less; (iii) for the ____ through the ____ Distribution Dates, if the
Cumulative Loss Percentage for such Distribution Date is ____% or less; (iv) for
any Distribution Date after the ____ Distribution Date, if the Cumulative Loss
Percentage for such Distribution Date is ____% or less.

                  "Step Down Rolling Delinquency Test": The Step Down Rolling
Delinquency Test will be met with respect to a Distribution Date if the Rolling
Delinquency Percentage for such Distribution Date is __% or less.

                  "Step Down Rolling Loss Test": The Step Down Rolling Loss Test
will be met with respect to a Distribution Date if the Annual Loss Percentage is
less than ____%.

                  "Step Down Trigger": For any Distribution Date after the ____
Distribution Date, the Step Down Trigger will have occurred if each of the Step
Down Cumulative Loss Test, the Step Down Rolling Delinquency Test and the Step
Down Rolling Loss Test is met. In no event will the Step Down Trigger be deemed
to have occurred for the ____ Distribution Date or any preceding Distribution
Date.

                  "Stepped Down Required Overcollateralized Percentage": For any
Distribution Date for which the Step Down Trigger has occurred, a percentage
equal to (i) the percentage equivalent of a fraction, the numerator of which is
$_____________ and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans and REO Properties as of such Distribution Date,
minus (ii) the percentage equivalent of a fraction, the numerator of which is
the product of (A) the percentage calculated under clause (i) above minus ____%,
multiplied by (B) the number of consecutive Distribution Dates through and
including the Distribution Date for which the Stepped Down Required
Overcollateralized Percentage is being calculated, up to a maximum of six, for
which the Step Down Trigger has occurred, and the denominator of which is six.

                   "Step Up Cumulative Loss Test": The Step Up Cumulative Loss
Test will be met with respect to a Distribution Date as follows: (i) for the ___
through the ____ Distribution Dates, if the Cumulative Loss Percentage for such
Distribution Date is more than ____%; (ii) for the ____ through the ____
Distribution Dates, if the Cumulative Loss Percentage for such Distribution Date
is more than ____%; (iii) for the ____ through the ____ Distribution Dates, if
the Cumulative Loss Percentage for such Distribution Date is more than ____%;
(iv) for the ____ through the ____ Distribution Dates, if the Cumulative Loss
Percentage for such Distribution Date is more than ____%; and (v) for the ____
Distribution Date and any Distribution Date thereafter, if the Cumulative Loss
Percentage for such Distribution Date is more than ____%.



                                     - 47 -
<PAGE>

                  "Step Up Rolling Delinquency Test": The Step Up Rolling
Delinquency Test will be met with respect to a Distribution Date if the Rolling
Delinquency Percentage for such Distribution Date is more than ____%; PROVIDED,
HOWEVER, that the Step Up Rolling Delinquency Test shall not be considered met
if the Overcollateralization Percentage is greater than or equal to the Rolling
Delinquency Percentage.

                  "Step Up Rolling Loss Test": The Step Up Rolling Loss Test
will be met with respect to a Distribution Date , if the Annual Loss Percentage
is equal to or more than ____%.

                  "Step Up Spread Squeeze Test": The Step Up Spread Squeeze Test
will be met with respect to a Distribution Date if the Spread Squeeze Condition
is met for such Distribution Date or was met for any of the five preceding
Distribution Dates.

                  "Step Up Trigger": For any Distribution Date, the Step Up
Trigger will have occurred if any one of the Step Up Cumulative Loss Test, the
Step Up Rolling Delinquency Test or the Step Up Rolling Loss Test is met.

                  "Sub-Servicer": Any Person with which either Servicer has
entered into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 3.02.

                  "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 3.08 and is
otherwise acceptable to the applicable Servicer.

                  "Sub-Servicing Agreement": The written contract between either
Servicer and a Sub- Servicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02.

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

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

                  "Termination Price": As defined in Section 10.01.

                  "Terminator": As defined in Section 10.01.



                                     - 48 -
<PAGE>

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

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

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

                  "Trust Administrator": _______________________, a national
banking association, or its successor in interest, or any successor trustee
appointed as herein provided.

                  "Trust Fund": Collectively, all of the assets of REMIC I,
REMIC II and REMIC III.

                  "Trustee": _______________________, a national banking
association, or its successor in interest, or any successor trustee appointed as
herein provided.

                  "Uncertificated Balance": The amount of any REMIC I Regular
Interest or REMIC II Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of each REMIC
I Regular Interest and each REMIC II Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial uncertificated balance.
On each Distribution Date, the Uncertificated Balance of each REMIC I Regular
Interest and each REMIC II Regular Interest shall be reduced by all
distributions of principal made on such REMIC I Regular Interest or such REMIC
II Regular Interest, as applicable, on such Distribution Date pursuant to
Section 4.01 and, if and to the extent necessary and appropriate, shall be
further reduced on such Distribution Date by Realized Losses as provided in
Section 4.04 and the Uncertificated Balances of REMIC I Regular Interest I-LT9
and REMIC II Regular Interest II-LT9 shall be increased by interest deferrals as
provided in Section 4.01(a)(1)(A)(i) and Section 4.01(a)(1)(B)(i), respectively.
The Uncertificated Balance of each REMIC I Regular Interest and each REMIC II
Regular Interest shall never be less than zero.

                  "Uncertificated Corresponding Component": With respect to:
REMIC II Regular Interest II-LT1, REMIC I Regular Interest I-LT1; REMIC II
Regular Interest II-LT2 and REMIC II Regular Interest II-LT2S, REMIC I Regular
Interest I-LT2; REMIC II Regular Interest II-LT3 and REMIC II Regular Interest
II-LT3S, REMIC I Regular Interest I-LT3; REMIC II Regular Interest II-LT4 and
REMIC II Regular Interest II-LT4S, REMIC I Regular Interest I-LT4; REMIC II
Regular Interest II-LT5 and REMIC II Regular Interest II-LT5S, REMIC I Regular
Interest I-LT5; REMIC II Regular Interest II-LT6 and REMIC II Regular Interest
II-LT6S, REMIC I Regular Interest I-LT6; REMIC II Regular Interest II- LT7 and
REMIC II Regular Interest II-LT7S, REMIC I Regular Interest I-LT7; REMIC II
Regular Interest II-LT8 and REMIC II Regular Interest II-LT8S, REMIC I Regular
Interest I-LT8; REMIC II Regular Interest II-LT9, REMIC I Regular Interest
I-LT9; and REMIC II Regular Interest II-LTP, REMIC I Regular Interest I-LTP.



                                     - 49 -
<PAGE>

                  "Uncertificated Interest": With respect to any REMIC I Regular
Interest for any Distribution Date, one month's interest at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the Uncertificated Balance thereof immediately
prior to such Distribution Date. With respect to any REMIC II Regular Interest
for any Distribution Date, one month's interest at the REMIC II Remittance Rate
applicable to such REMIC II Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance thereof immediately prior to such Distribution
Date. Uncertificated Interest in respect of any REMIC I Regular Interest or any
REMIC II Regular Interest shall accrue on the basis of a 360-day year consisting
of twelve 30-day months. Uncertificated Interest with respect to each
Distribution Date, as to any REMIC I Regular Interest or REMIC II Regular
Interest, shall be reduced by an amount equal to the sum of (a) the aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date to the extent
not covered by payments pursuant to Section 3.24 and (b) the aggregate amount of
any Relief Act Interest Shortfall, if any allocated, in each case, to such REMIC
I Regular Interest or REMIC II Regular Interest pursuant to Section 1.02. In
addition, Uncertificated Interest with respect to each Distribution Date, as to
any REMIC I Regular Interest or REMIC II Regular Interest, shall be reduced by
Realized Losses, if any, allocated to such REMIC I Regular Interest or REMIC II
Regular Interest pursuant to Section 1.02 and Section 4.04.

                  "Uncertificated Notional Amount": With respect to REMIC II
Regular Interest II-LT2S, REMIC II Regular Interest II-LT3S, REMIC II Regular
Interest II-LT4S, REMIC II Regular Interest II- LT5S, REMIC II Regular Interest
II-LT6S, REMIC II Regular Interest II-LT7S and REMIC II Regular Interest
II-LT8S, the Uncertificated Balance of REMIC I Regular Interest I-LT2, REMIC I
Regular Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular Interest
I-LT5, REMIC I Regular Interest I- LT6, REMIC I Regular Interest I-LT7 and REMIC
I Regular Interest I-LT8, respectively.

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in regulations) or
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust. To the extent prescribed in regulations by the Secretary
of the Treasury, which have not yet been issued, a trust which was in existence
on August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code), and which was
treated as a United States person on August 20, 1996 may elect to continue to be
treated as a United States person notwithstanding the previous sentence. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code.



                                     - 50 -
<PAGE>

                  "Value": With respect to any Mortgaged Property relating to a
Mortgage Loan serviced by ____________, the lesser of (i) the lesser of (a) the
value thereof as determined by an appraisal made for the originator of the
Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
who met the minimum requirements of Fannie Mae and Freddie Mac and (b) the value
thereof as determined by a review appraisal conducted by ______________ (in its
capacity as an Originator) in accordance with _______________'s underwriting
guidelines, and (ii) the purchase price paid for the related Mortgaged Property
by the Mortgagor with the proceeds of the Mortgage Loan; PROVIDED, HOWEVER, (A)
in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
is based solely upon the lesser of (1) the value determined by an appraisal made
for the originator of such Refinanced Mortgage Loan at the time of origination
of such Refinanced Mortgage Loan by an appraiser who met the minimum
requirements of Fannie Mae and Freddie Mac and (2) the value thereof as
determined by a review appraisal conducted by ______________ (in its capacity as
an Originator) in accordance with ________________'s underwriting guidelines,
and (B) in the case of a Mortgage Loan originated in connection with a
"lease-option purchase," such value of the Mortgaged Property is based on the
lower of the value determined by an appraisal made for the originator of such
Mortgage Loan at the time of origination or the sale price of such Mortgaged
Property if the "lease option purchase price" was set less than 12 months prior
to origination, and is based on the value determined by an appraisal made for
the originator of such Mortgage Loan at the time of origination if the "lease
option purchase price" was set 12 months or more prior to origination. With
respect to any Mortgaged Property relating to a Mortgage Loan serviced by Option
One, the lesser of (i) the lesser of (a) the value thereof as determined by an
appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan by an appraiser who met the minimum
requirements of Fannie Mae and Freddie Mac and (b) the value thereof as
determined by a review appraisal conducted by Option One (in its capacity as an
Originator) in the event any such review appraisal determines an appraised value
more than 10% lower than the value thereof, in the case of a Mortgage Loan with
a Loan-to--Value Ratio less than or equal to 80%, or more than 5% lower than the
value thereof, in the case of a Mortgage Loan with a Loan-to-Value Ratio greater
than 80%, as determined by the appraisal referred to in clause (i)(a) above, and
(ii) the purchase price paid for the related Mortgaged Property by the Mortgagor
with the proceeds of the Mortgage Loan; PROVIDED, HOWEVER, (A) in the case of a
Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely
upon the lesser of (1) the value determined by an appraisal made for the
originator of such Refinanced Mortgage Loan at the time of origination of such
Refinanced Mortgage Loan by an appraiser who met the minimum requirements of
Fannie Mae and Freddie Mac and (2) the value thereof as determined by a review
appraisal conducted by Option One (in its capacity as Originator) in the event
any such review appraisal determines an appraised value more than 10% lower than
the value thereof, in the case of a Mortgage Loan with a Loan-to--Value Ratio
less than or equal to 80%, or more than 5% lower than the value thereof, in the
case of a Mortgage Loan with a Loan-to-Value Ratio greater than 80%, as
determined by the appraisal referred to in clause (ii)(A)(1) above, and (B) in
the case of a Mortgage Loan originated in connection with a "lease-option
purchase," such value of the Mortgaged Property is based on the lower of the
value determined by an appraisal made for the originator of


                                     - 51 -
<PAGE>

such Mortgage Loan at the time of origination or the sale price of such
Mortgaged Property if the "lease option purchase price" was set less than 12
months prior to origination, and is based on the value determined by an
appraisal made for the originator of such Mortgage Loan at the time of
origination if the "lease option purchase price" was set 12 months or more prior
to origination.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. With respect to any date
of determination, 98% of all Voting Rights will be allocated among the holders
of the Class A Certificates and the Class CE Certificates in proportion to the
then outstanding Certificate Principal Balances of their respective
Certificates, 1% of all Voting Rights will be allocated to the holders of the
Class P Certificates and 1/3 of 1% of all Voting Rights will be allocated among
the holders of each Class of Residual Certificates. The Voting Rights allocated
to each Class of Certificate shall be allocated among Holders of each such Class
in accordance with their respective Percentage Interests as of the most recent
Record Date.

                  Section 1.02 ALLOCATION OF CERTAIN INTEREST SHORTFALLS.

                  For purposes of calculating the amount of Accrued Certificate
Interest and the amount of the Interest Distribution Amounts for the Class A
Certificates and the Class CE Certificates for any Distribution Date, (1) the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the related Servicer pursuant to Section 3.24) incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated
among the Class CE Certificates on a PRO RATA basis based on, and to the extent
of, one month's interest at the then applicable respective Pass-Through Rate on
the respective Notional Amount of each such Certificate, (2) the aggregate
amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage
Loans for any Distribution Date shall be allocated first, among the Class CE
Certificates on a PRO RATA basis based on, and to the extent of, one month's
interest at the then applicable respective Pass-Through Rate on the respective
Notional Amount of each such Certificate and, thereafter, among the Class A
Certificates on a PRO RATA basis based on, and to the extent of, one month's
interest at the then applicable respective Pass-Through Rate on the respective
Certificate Principal Balance of each such Certificate and (3) the aggregate
amount of any Realized Losses incurred for any Distribution Date shall be
allocated among the Class CE Certificates on a PRO RATA basis based on, and to
the extent of, one month's interest at the then applicable respective
Pass-Through Rate on the respective Notional Amount of each such Certificate.

                  For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests for any Distribution Date, (1) the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the related Servicer pursuant to Section 3.24) incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated,
to Uncertificated Interest payable to REMIC I Regular Interest I-LT1 and REMIC I
Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest
Loss Allocation Amount, __% and __%, respectively and (2) the aggregate amount
of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any Distribution Date shall be allocated first, to Uncertificated


                                     - 52 -
<PAGE>

Interest payable to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest
I-LT9 up to an aggregate amount equal to the REMIC I Interest Loss Allocation
Amount, ___% and __%, respectively, and thereafter among REMIC I Regular
Interest I-LT1, REMIC I Regular Interest I-LT2, REMIC I Regular Interest I-LT3,
REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5, REMIC I Regular
Interest I-LT6, REMIC I Regular Interest I-LT7, REMIC I Regular Interest I-LT8
and REMIC I Regular Interest I-LT9 PRO RATA based on, and to the extent of, one
month's interest at the then applicable respective Pass-Through Rate on the
respective Uncertificated Balance of each such REMIC I Regular Interest.

                  All Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls on the REMIC II Regular Interests shall be allocated by the Trust
Administrator on each Distribution Date among the REMIC II Regular Interests in
the proportion that Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls are allocated to the related Uncertificated Corresponding Component.



                                     - 53 -
<PAGE>

                                   ARTICLE II
                     CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
                            ISSUANCE OF CERTIFICATES

                  Section 2.01 CONVEYANCE OF THE MORTGAGE LOANS.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse, for the benefit of the Certificateholders and the
Certificate Insurer, all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in and
to the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of
the Depositor under the Mortgage Loan Purchase Agreements, and all other assets
included or to be included in REMIC I. Such assignment includes all interest and
principal received by the Depositor or either Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date).

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

                           (i) (A) with respect to each Mortgage Loan on Part A
                  of the Mortgage Loan Schedule, the original Mortgage Note,
                  endorsed in the following form: "Pay to the order of
                  ___________________, as Trustee under the applicable
                  agreement, without recourse," and (b) with respect to each
                  Mortgage Loan on Part B of the Mortgage Loan Schedule, the
                  original Mortgage Note, endorsed in the following form: "Pay
                  to the order of _________________ as trustee," in each case,
                  with all prior and intervening endorsements showing a complete
                  chain of endorsement from the originator to the Person so
                  endorsing to the Trustee or _______________________, as
                  applicable;

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

                           (iii) an original Assignment of the Mortgage executed
                  in the following form: "____________________________, as
                  Trustee under the applicable agreement";

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



                                     - 54 -
<PAGE>

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

                           (vi) the original lender's title insurance policy,
                  together with all endorsements or riders that were issued with
                  or subsequent to the issuance of such policy, insuring the
                  priority of the Mortgage as a first lien or second lien on the
                  Mortgaged Property represented therein as a fee interest
                  vested in the Mortgagor, or in the event such original title
                  policy is unavailable, a written commitment or uniform binder
                  or preliminary report of title issued by the title insurance
                  or escrow company.

                  Within 30 Business Days following the Closing Date,
_____________ will prepare, execute and deliver to the Trust Administrator an
endorsement for each of the Mortgage Loans on Part B of the Mortgage Loan
Schedule endorsing each related Mortgage Note in the following form: "Pay to the
order of _______________________, as Trustee under the applicable agreement,
without recourse" and the endorsement provided for in Section 2.01(i)(b) will be
voided by the Trust Administrator.

                  The Trust Administrator, at the expense of the related
Servicer, shall promptly (within sixty Business Days following the later of the
Closing Date and the date of receipt by the Trust Administrator of the recording
information for a Mortgage, but in no event later than ninety days following the
Closing Date) submit or cause to be submitted for recording, at no expense to
the Trust Fund, the Trustee, the Trust Administrator, the Certificate Insurer or
the Depositor, in the appropriate public office for real property records, each
Assignment referred to in Sections 2.01(iii) and (iv) above. In the event that
any such Assignment is lost or returned unrecorded because of a defect therein,
the related Servicer shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded.

                  With respect to a maximum of approximately ___% of the
Original Mortgage Loans, by outstanding principal balance of the Original
Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to
in Section 2.01(i) above cannot be located, the obligations of the Depositor to
deliver such documents shall be deemed to be satisfied upon delivery to the
Trust Administrator of a photocopy of such Mortgage Note, if available, with a
lost note affidavit substantially in the form of Exhibit I attached hereto. If
any of the original Mortgage Notes for which a lost note affidavit was delivered
to the Trust Administrator is subsequently located, such original Mortgage Note
shall be delivered to the Trust Administrator within three Business Days. If any
of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of
the Closing Date been submitted for recording but either (x) has not been
returned from the applicable public recording office or (y) has been lost or
such public recording office has retained the original of such document, the
obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Trust Administrator of a copy of each such
document certified by the related Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is


                                     - 55 -
<PAGE>

certified by the related Originator, delivery to the Trust Administrator
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. Notice shall be provided to the Trustee, the Trust
Administrator, the Certificate Insurer and the Rating Agencies by the related
Originator if delivery pursuant to clause (2) above will be made more than 180
days after the Closing Date. If the original lender's title insurance policy was
not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or
cause to be delivered to the Trust Administrator, promptly after receipt
thereof, the original lender's title insurance policy. The Depositor shall
deliver or cause to be delivered to the Trust Administrator promptly upon
receipt thereof any other original documents constituting a part of a Mortgage
File received with respect to any Mortgage Loan, including, but not limited to,
any original documents evidencing an assumption or modification of any Mortgage
Loan.

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

                  The Depositor herewith delivers to the Trustee and the Trust
Administrator an executed copy of the Mortgage Loan Purchase Agreements. In
addition to the foregoing, the Depositor shall cause the Certificate Insurer to
deliver the Policy to the Trust Administrator for the benefit of the
Certificateholders.

                  Section 2.02 ACCEPTANCE OF REMIC I BY TRUSTEE.

                  The Trust Administrator, on behalf of the Trustee,
acknowledges receipt of the Policy and, subject to the provisions of Section
2.01 and subject to any exceptions noted on the exception report described in
the next paragraph below, the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(v)) above and all other assets included
in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the
extent of amounts deposited into the Distribution Account) and declares that it
holds and will hold such documents and the other documents delivered to it
constituting a Mortgage File, and that it holds or will hold all such assets and
such other assets included in the definition of "REMIC I" in trust for the
exclusive use and benefit of all present and future Certificateholders and the
Certificate Insurer.

                  The Trust Administrator agrees, for the benefit of the
Certificateholders and the Certificate Insurer, to review each Mortgage File on
or before the Closing Date and to certify in substantially the form attached
hereto as Exhibit C-1 that, (i) as to each Mortgage Loan listed on Part A of the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in the exception


                                     - 56 -
<PAGE>

report annexed thereto as not being covered by such certification), (a) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (b) such documents have been reviewed by it and
appear regular on their face and relate to such Mortgage Loan, (c) based on its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (i) through (iii), (vi), (x),
(xi), (xii), (xv) and (xxii) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File and (ii) as to
each Mortgage Loan listed on Part B of 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), (a) the documents constituting part of such Mortgage File
described in Section 2.01(i) and (iii) are in its possession. It is herein
acknowledged that, in conducting such review, the Trust Administrator was under
no duty or obligation (i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine whether they are genuine,
enforceable, or appropriate for the represented purpose or whether they have
actually been recorded or that they are other than what they purport to be on
their face, or (ii) to determine whether any Mortgage File should include any of
the documents specified in clause (v) of Section 2.01.

                  The Trust Administrator agrees, for the benefit of the
Certificateholders and the Certificate Insurer, to review each Mortgage File
within 60 days after the Closing Date and to certify in substantially the form
attached hereto as Exhibit C-2 that, as to each Mortgage Loan listed on Part B
of 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), (a) all documents constituting part of
such Mortgage File (other than such documents described in Section 2.01(v))
required to be delivered to it pursuant to this Agreement are in its possession
and additionally the endorsement provided in Section 2.01(i)(b) has been voided
and replaced with an endorsement from Option One, endorsing each related
Mortgage Note in the following form: "Pay to the order of __________________, as
Trustee under the applicable agreement, without recourse", (b) such documents
have been reviewed by it and appear regular on their face and relate to such
Mortgage Loan, (c) based on its examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule that corresponds to items
(i) through (iii), (vi), (x), (xi), (xii), (xv) and (xxii) of the definition of
"Mortgage Loan Schedule" accurately reflects information set forth in the
Mortgage File. It is herein acknowledged that, in conducting such review, the
Trust Administrator was under no duty or obligation (i) to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded or that they are
other than what they purport to be on their face, or (ii) to determine whether
any Mortgage File should include any of the documents specified in clause (v) of
Section 2.01.

                  Prior to the first anniversary date of this Agreement the
Trust Administrator shall deliver to the Depositor, each Servicer, the Trustee
and the Certificate Insurer a final certification in the form annexed hereto as
Exhibit C-3 evidencing the


                                     - 57 -
<PAGE>

completeness of the Mortgage Files, with any applicable exceptions noted
thereon, and the related Servicer shall forward a copy thereof to any
Sub-Servicer.

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trust Administrator 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 Trust Administrator shall so notify the Depositor,
the applicable Servicer, the Trustee and the Certificate Insurer. In addition,
upon the discovery by the Depositor, either Servicer, the Trust Administrator or
the Trustee of a breach of any of the representations and warranties made by
either Originator or the Seller in the Mortgage Loan Purchase Agreements 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 and the Certificate Insurer.

                  The Trust Administrator shall, at the written request and
expense of any Certificateholder, provide a written report to such
Certificateholder of all Mortgage Files released to the related Servicer for
servicing purposes.

                  Section 2.03 REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS BY
                               THE ORIGINATORS, THE SELLER OR THE DEPOSITOR.

                  (a) Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by either Originator or the Seller of any representation, warranty or
covenant under the Mortgage Loan Purchase Agreements in respect of any Mortgage
Loan that materially adversely affects the value of such Mortgage Loan or the
interest therein of the Certificateholders, the Trust Administrator shall
promptly notify the related Originator, the Seller, the related Servicer, the
Master Servicer, the Trustee and the Certificate Insurer of such defect, missing
document or breach and request that such Originator or the Seller, as the case
may be, deliver such missing document or cure such defect or breach within 60
days from the date such Originator or the Seller, as the case may be, was
notified of such missing document, defect or breach, and if the related
Originator or the Seller, as the case may be, does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the Trustee, in accordance with Section 3.02(b), shall enforce the
obligations of such Originator or the Seller, as the case may be, under the
related Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from
REMIC I at the Purchase Price within 90 days after the date on which the related
Originator or the Seller, as the case may be, was notified (subject to Section
2.03(e)) of such missing document, defect or breach, if and to the extent that
such Originator or the Seller, as the case may be, is obligated to do so under
the related Mortgage Loan Purchase Agreement. The Purchase Price for the
repurchased Mortgage Loan shall be deposited in the Collection Account and the
Trust Administrator, upon receipt of written certification from the related
Servicer of such deposit, shall release to the related Originator or the Seller,
as the case may be, the related Mortgage File and the Trustee shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as such Originator or the Seller, as the case may be, shall furnish to
it


                                     - 58 -
<PAGE>

and as shall be necessary to vest in such Originator or the Seller, as the case
may be, any Mortgage Loan released pursuant hereto and neither the Trustee nor
the Trust Administrator shall have any further responsibility with regard to
such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided
above, if so provided in the related Mortgage Loan Purchase Agreement, the
related Originator or the Seller, as the case may be, may cause such Mortgage
Loan to be removed from REMIC I (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in
the manner and subject to the limitations set forth in Section 2.03(d). It is
understood and agreed that the obligation of the related Originator or the
Seller, as the case may be, to cure or to repurchase (or to substitute for) any
Mortgage Loan as to which a document is missing, a material defect in a
constituent document exists or as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting such omission, defect or
breach available to the Trustee, the Certificateholders and the Certificate
Insurer.

                  (b) Subject to Section 2.03(e), within 90 days of the earlier
of discovery by the Depositor or receipt of notice by the Depositor of the
breach of any representation or warranty of the Depositor set forth in Section
2.04 with respect to any Mortgage Loan, which materially adversely affects the
value of such Mortgage Loan or the interest therein of the Certificateholders,
the Depositor shall (i) cure such breach in all material respects, (ii)
repurchase the Mortgage Loan from REMIC I at the Purchase Price or (iii) remove
such Mortgage Loan from REMIC I (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in
the manner and subject to the limitations set forth in Section 2.03(d). If any
such breach is a breach of any of the representations and warranties included in
Section 2.04(a)(iv), and the Depositor is unable to cure such breach, the
Depositor shall repurchase or substitute the smallest number of Mortgage Loans
as shall be required to make such representation or warranty true and correct.
The Purchase Price for any repurchased Mortgage Loan shall be delivered to the
related Servicer for deposit in the Collection Account, and the Trust
Administrator, upon receipt of written certification from the related Servicer
of such deposit, shall at the Depositor's direction release to the Depositor the
related Mortgage File and the Trustee shall execute and deliver such instruments
of transfer or assignment furnished by the Depositor, in each case without
recourse, as the Depositor shall furnish to it and as shall be necessary to vest
in the Depositor any Mortgage Loan released pursuant hereto.

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

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



                                     - 59 -
<PAGE>

                  As to any Deleted Mortgage Loan for which either Originator or
the Seller or the Depositor substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by such Originator, the Seller or the
Depositor, as the case may be, delivering to the Trust Administrator, on behalf
of the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the
Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers' Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Shortfall Amount (as described below), if any,
in connection with such substitution. The Trust Administrator shall acknowledge
receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten
Business Days thereafter, review such documents as specified in Section 2.02 and
deliver to the Depositor, the related Servicer, the Trustee and the Certificate
Insurer, with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit C-1, with any
applicable exceptions noted thereon. Within one year of the date of
substitution, the Trust Administrator shall deliver to the Depositor, the
related Servicer, the Trustee and the Certificate Insurer a certification
substantially in the form of Exhibit C-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution are not part of REMIC I and will be retained by the
Depositor, the related Originator or the Seller, as the case may be. For the
month of substitution, distributions to Certificateholders will reflect the
Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in
the month of substitution, and the Depositor, the related Originator or the
Seller, as the case may be, shall thereafter be entitled to retain all amounts
subsequently received in respect of such Deleted Mortgage Loan. The Depositor
shall give or cause to be given written notice to the Certificateholders that
such substitution has taken place, shall amend the Mortgage Loan Schedule to
reflect the removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the
Trustee and the Trust Administrator. Upon such substitution, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and
shall be subject in all respects to the terms of this Agreement and, in the case
of a substitution effected by either Originator or the Seller, the related
Mortgage Loan Purchase Agreement, including, in the case of a substitution
effected by either Originator or the Seller, all applicable representations and
warranties thereof included in such Mortgage Loan Purchase Agreement, and in the
case of a substitution effected by the Depositor, 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 Depositor, either Originator or the
Seller substitutes one or more Qualified Substitute Mortgage Loans for one or
more Deleted Mortgage Loans, the related Servicer will determine the amount (the
"Substitution Shortfall Amount"), if any, by which the aggregate Purchase Price
of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such
Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as
of the date of substitution, together with one month's interest on such
Scheduled Principal Balance at the applicable Net Mortgage


                                     - 60 -
<PAGE>

Rate, plus all outstanding P&I Advances and Servicing Advances (including
Nonrecoverable P&I Advances and Nonrecoverable Servicing Advances) related
thereto. On the date of such substitution, the Depositor, the related Originator
or the Seller, as the case may be, will deliver or cause to be delivered to the
related Servicer for deposit in the Collection Account an amount equal to the
Substitution Shortfall Amount, if any, and the Trust Administrator, upon receipt
of the related Qualified Substitute Mortgage Loan or Loans and certification by
such Servicer of such deposit, shall release to the Depositor, the related
Originator or the Seller, as the case may be, the related Mortgage File or Files
and the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Depositor, the related
Originator or the Seller, as the case may be, shall deliver to it and as shall
be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

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

                  (e) Upon discovery by the Depositor, either Originator, the
Seller, either Servicer, the Trustee, the Trust Administrator or the Certificate
Insurer 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 Trustee, the
Trust Administrator, the Master Servicer, the related Servicer and the
Certificate Insurer. In connection therewith, the related Originator, the Seller
or the Depositor shall repurchase or, subject to the limitations set forth in
Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by (i) the related Originator or the Seller, as the
case may be, if the affected Mortgage Loan's status as a non-qualified mortgage
is or results from a breach of any representation, warranty or covenant made by
such Originator or the Seller under the related Mortgage Loan Purchase
Agreement, or (ii) the Depositor, if the affected Mortgage Loan's status as a
non-qualified mortgage is a breach of any representation or warranty of the
Depositor set forth in Section 2.04, or if its status as a non-qualified
mortgage is a breach of no representation or warranty. Any such repurchase or
substitution shall be made in the same manner as set forth in Section 2.03(a),
if made by either Originator or the Seller, or Section 2.03(b), if made by the
Depositor. The Trustee and the Trust Administrator shall reconvey to the
Depositor, the related Originator or the Seller, as the case may be, the
Mortgage Loan to be released pursuant hereto in the same manner, and on the same
terms and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.



                                     - 61 -
<PAGE>

                  Section 2.04 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.

                  (a) The Depositor hereby represents and warrants to the Trust
Administrator and the Trustee for the benefit of the Certificateholders and the
Certificate Insurer that as of the Closing Date or as of such other date
specifically provided herein:

                           (i) The information set forth in the Mortgage Loan
                  Schedule for the Original Mortgage Loans is complete, true and
                  correct in all material respects at the date or dates
                  respecting which such information is furnished;

                           (ii) Except with respect to approximately ____% of
                  the Original Mortgage Loans which were 30 days or more but
                  less than 60 days delinquent in their Monthly Payment as of
                  ____________ and with respect to approximately ____% of the
                  Original Mortgage Loans which were ___ days or more but less
                  than ___ days delinquent in their Monthly Payments as of
                  _____________, in each case, by outstanding principal balance
                  of the Original Mortgage Loans as of the Cut-off Date, as of
                  ____________, the Monthly Payment due under each Original
                  Mortgage Loan is not ___ or more days delinquent in payment
                  and has not been ___ or more days delinquent in payment more
                  than once in the twelve month period prior to ______________
                  (assuming that a "rolling" 30 day delinquency is considered to
                  be delinquent only once);

                           (iii) Each Original Mortgage Loan had an original
                  term to maturity of not greater than 30 years; except with
                  respect to approximately _____% of the Original Mortgage
                  Loans, by outstanding principal balance of the Original
                  Mortgage Loans as of the Cut-off Date which are Balloon Loans,
                  each Original Mortgage Loan is a fixed-rate mortgage loan with
                  payments generally due on the first day of each month and each
                  such Mortgage Loan is fully amortizing;

                           (iv) (A) No more than approximately _____%,
                  approximately _____%, approximately ____%, approximately
                  _____%, approximately ____%, approximately ____%,
                  approximately ____% and approximately ____% of the Original
                  Mortgage Loans, by outstanding principal balance of the
                  Original Mortgage Loans as of the Cut-off Date, will be
                  secured by Mortgaged Properties located in __________,
                  _______, _____, ----, ________, _______, ____________ and
                  __________, respectively, and no more than ____% of the
                  Original Mortgage Loans, by outstanding principal balance of
                  the Original Mortgage Loans as of the Cut-off Date, will be
                  secured by Mortgaged Properties located in any other state;
                  (B) as of the Cut-off Date, no more than approximately ____%
                  of the Original Mortgage Loans, by outstanding principal
                  balance of the Original Mortgage Loans as of the Cut-off Date,
                  are secured by Mortgaged Properties located in any one
                  __________ zip code area, and no more than approximately
                  _____% of the Original Mortgage Loans, by outstanding


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                  principal balance of the Original Mortgage Loans as of the
                  Cut-off Date, are secured by units in two- to four-family
                  dwellings, condominiums, town houses, planned unit
                  developments or manufactured housing and; (C) at least
                  approximately _____% of the Original Mortgage Loans, by
                  outstanding principal balance of the Original Mortgage Loans
                  as of the Cut-off Date, are secured by real property with a
                  single family residence erected thereon;

                           (v) If the Mortgaged Property securing an Original
                  Mortgage Loan is identified in the Federal Register by the
                  Federal Emergency Management Agency ("FEMA") as having special
                  flood hazards, as of the Closing Date, such Mortgaged Property
                  is covered by a flood insurance policy that met the
                  requirements of FEMA at the time such policy was issued;

                           (vi) With respect to each Original Mortgage Loan, the
                  Loan-to-Value Ratio was less than or equal to ______% at the
                  origination of such Original Mortgage Loan; and

                           (vii) With respect to at least approximately _____%
                  of the Original Mortgage Loans by outstanding principal
                  balance as of the Cut-off Date, at the time that such Mortgage
                  Loan was made, the Mortgagor represented that the Mortgagor
                  would occupy the Mortgaged Property as the Mortgagor's primary
                  residence. With respect to approximately _____% of the
                  Original Mortgage Loans by outstanding principal balance as of
                  the Cut-off Date, at the time that such Mortgage Loan was
                  made, the Mortgagor represented that the Mortgagor would
                  occupy the Mortgaged Property as the Mortgagor's secondary
                  residence or that the Mortgaged Property would be an investor
                  property.

                  (b) 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 Trust Administrator and shall inure to the benefit of the
Certificateholders and the Certificate Insurer notwithstanding any restrictive
or qualified endorsement or assignment. Upon discovery by any of the Depositor,
either Servicer, the Trustee or the Trust Administrator of a breach of any of
the foregoing representations and warranties which materially and adversely
affects the value of any Mortgage Loan, Prepayment Charge or the interests
therein of the Certificateholders and the Certificate Insurer, the party
discovering such breach shall give prompt written notice to the other parties,
and in no event later than two Business Days from the date of such discovery. It
is understood and agreed that the obligations of the Depositor set forth in
Section 2.03(b) to cure, substitute for or repurchase a Mortgage Loan constitute
the sole remedies available to the Certificateholders or to the Trust
Administrator or the Trustee on their behalf respecting a breach of the
representations and warranties contained in this Section 2.04.



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                  Section 2.05 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                               SERVICERS.

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

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

                           (ii) Such Servicer has the full power and authority
                  to conduct its business as presently conducted by it and to
                  execute, deliver and perform, and to enter into and
                  consummate, all transactions contemplated by this Agreement.
                  Such Servicer has duly authorized the execution, delivery and
                  performance of this Agreement, has duly executed and delivered
                  this Agreement, and this Agreement, assuming due
                  authorization, execution and delivery by the Depositor, the
                  Trust Administrator, the Trustee and the other Servicer,
                  constitutes a legal, valid and binding obligation of such
                  Servicer, enforceable against it in accordance with its terms
                  except as the enforceability thereof may be limited by
                  bankruptcy, insolvency, reorganization or similar laws
                  affecting the enforcement of creditors' rights generally and
                  by general principles of equity;

                           (iii) The execution and delivery of this Agreement by
                  such Servicer, the servicing of the Mortgage Loans by such
                  Servicer hereunder, the consummation by such Servicer of any
                  other of the transactions herein contemplated, and the
                  fulfillment of or compliance with the terms hereof are in the
                  ordinary course of business of such Servicer and will not (A)
                  result in a breach of any term or provision of the charter or
                  by-laws of such Servicer or (B) conflict with, result in a
                  breach, violation or acceleration of, or result in a default
                  under, the terms of any other material agreement or instrument
                  to which such Servicer is a party or by which it may be bound,
                  or any statute, order or regulation applicable to such
                  Servicer of any court, regulatory body, administrative agency
                  or governmental body having jurisdiction over such Servicer;
                  and such Servicer is not a party to, bound by, or in breach or
                  violation of any indenture or other agreement or instrument,
                  or subject to or in violation of any statute, order or
                  regulation of any court, regulatory body,


                                     - 64 -
<PAGE>

                  administrative agency or governmental body having jurisdiction
                  over it, which materially and adversely affects or, to such
                  Servicer's knowledge, would in the future materially and
                  adversely affect, (x) the ability of such Servicer to perform
                  its obligations under this Agreement or (y) the business,
                  operations, financial condition, properties or assets of such
                  Servicer taken as a whole;

                           (iv) Such Servicer is a HUD approved mortgagee
                  pursuant to Section 203 of the National Housing Act. No event
                  has occurred, including but not limited to a change in
                  insurance coverage, that would make such Servicer unable to
                  comply with HUD eligibility requirements or that would require
                  notification to HUD;

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

                           (vi) With respect to each Mortgage Loan serviced by
                  it, such Servicer, or Sub- Servicer, if any, is in possession
                  of a complete Mortgage File, except for such documents as have
                  been delivered to the Trust Administrator;

                           (vii) No litigation is pending against such Servicer
                  that would materially and adversely affect the execution,
                  deliver or enforceability of this Agreement or the ability of
                  such Servicer to service the Mortgage Loans or to perform any
                  of its other obligations hereunder in accordance with the
                  terms hereof;

                           (viii) There are no actions or proceedings against,
                  or investigations known to it of, such Servicer before any
                  court, administrative or other tribunal (A) that might
                  prohibit its entering into this Agreement, (B) seeking to
                  prevent the consummation of the transactions contemplated by
                  this Agreement or (C) that might prohibit or materially and
                  adversely affect the performance by such Servicer of its
                  obligations under, or validity or enforceability of, this
                  Agreement;

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

                           (x) With respect to ___________, the information set
                  forth in the applicable part of the Prepayment Charge Schedule
                  (including the applicable part of the prepayment charge
                  summary attached thereto) is


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<PAGE>

                  complete, true and correct in all material respects on the
                  date or dates when such information is furnished and each
                  Prepayment Charge is permissible and enforceable in accordance
                  with its terms (except to the extent that the enforceability
                  thereof may be limited by bankruptcy, insolvency, moratorium,
                  receivership and other similar laws relating to creditors'
                  rights generally or the collectability thereof may be limited
                  due to acceleration in connection with a foreclosure) under
                  applicable state law and with respect to __________ the
                  information set forth in the applicable part of the Prepayment
                  Charge Schedule (including the applicable part of the
                  prepayment charge summary attached thereto) is complete, true
                  and correct in all material respects, and each Prepayment
                  Charge is permissible, enforceable and collectible under
                  applicable state law subject to bankruptcy and equitable
                  enforcement limitations;

                           (xi) The related Servicer will not waive any
                  Prepayment Charge unless it is waived in accordance with the
                  standard set forth in Section 3.01; and

                           (xii) The related Servicer's computer and other
                  systems used in servicing mortgage loans will be modified and
                  maintained to operate in a manner such that at all times,
                  including on and after January 1, 2000, (i) such Servicer can
                  service the Mortgage Loans in accordance with the terms of
                  this Agreement if necessary and (ii) such Servicer can operate
                  its business in the same manner as it is operating on the date
                  hereof; provided that such Servicer's ability to meet the
                  requirements of this representation may be limited in
                  circumstances where it relies (after reasonable due diligence
                  in inquiring into and obtaining reasonable compliance
                  representations) on third party systems which are incompatible
                  with those of such Servicer on or after January 1, 2000.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trust Administrator and shall inure to the benefit
of the Trust Administrator, the Trustee, the Depositor, the Certificateholders
and the Certificate Insurer. Upon discovery by any of the Depositor, either
Servicer, the Trust Administrator or the Trustee of a breach of any of the
foregoing representations, warranties and covenants which materially and
adversely affects the value of any Mortgage Loan, Prepayment Charge or the
interests therein of the Certificateholders and the Certificate Insurer, the
party discovering such breach shall give prompt written notice (but in no event
later than two Business Days following such discovery) to the Trust
Administrator, the Trustee and the Certificate Insurer. Subject to Section 7.01,
unless such breach shall not be susceptible of cure within 90 days, the
obligation of each Servicer set forth in Section 2.03(c) to cure breaches shall
constitute the sole remedy against the related Servicer available to the
Certificateholders, the Depositor or the Trust Administrator and the Trustee on
behalf of the Certificateholders respecting a breach of the representations,
warranties and covenants contained in this Section 2.05. Notwithstanding the
foregoing, within 90 days of the earlier of discovery by the related Servicer or
receipt of notice by such Servicer of


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<PAGE>

the breach of the representation or covenant of such Servicer set forth in
Sections 2.05(x) or 2.05(xi) above which materially and adversely affects the
interests of the Holders of the Class P Certificates in any Prepayment Charge,
such Servicer shall remedy such breach as follows: (a) if the representation
made by the related Servicer in Section 2.05(x) above is breached and a
Principal Prepayment has occurred in the applicable Prepayment Period, such
Servicer must pay the amount of the scheduled Prepayment Charge, for the benefit
of the holder of the Class P Certificate, by depositing such amount into the
Collection Account, net of any amount previously collected by such Servicer and
paid by such Servicer, for the benefit of the Holders of the Class P
Certificates, in respect of such Prepayment Charge; and (b) if any of the
covenants made by the related Servicer in Section 2.05(xi) above is breached,
such Servicer must pay the amount of such waived Prepayment Charge, for the
benefit of the holders of the Class P Certificates, by depositing such amount
into the Collection Account. The foregoing shall not, however, limit any
remedies available to the Certificateholders, the Depositor, the Trust
Administrator or the Trustee on behalf of the Certificateholders, pursuant to
the related Mortgage Loan Purchase Agreement signed by the related Servicer in
its capacity as Originator, respecting a breach of the representations,
warranties and covenants of such Servicer in its capacity as Originator
contained in such Mortgage Loan Purchase Agreement.

                  Section 2.06 ISSUANCE OF THE CLASS R-I CERTIFICATES.

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

                  Section 2.07 CONVEYANCE OF THE REMIC I REGULAR INTERESTS;
                               ACCEPTANCE OF REMIC II BY THE TRUSTEE.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests for the benefit of the Class R-II and REMIC
III Certificateholders. The Trustee acknowledges receipt of the REMIC I Regular
Interests and declares that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future Class R-II


                                     - 67 -
<PAGE>

Certificateholders and REMIC III Certificateholders. The rights of the Class
R-II Certificateholders and REMIC III (as holder of the REMIC II Regular
Interests) to receive distributions from the proceeds of REMIC II in respect of
the Class R-II Certificates and REMIC II Regular Interests, respectively, and
all ownership interests evidenced or constituted by the Class R-II Certificates
and the REMIC II Regular Interests, shall be as set forth in this Agreement.

                  Section 2.08 ISSUANCE OF CLASS R-II CERTIFICATES.

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

                  Section 2.09 CONVEYANCE OF REMIC II REGULAR INTERESTS;
                               ACCEPTANCE OF REMIC III BY THE TRUSTEE.

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

                  Section 2.10 ISSUANCE OF REMIC III CERTIFICATES.

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



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                                  ARTICLE III
               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

                  Section 3.01 SERVICERS TO ACT AS SERVICERS.

                  (a) Unless otherwise specified, all references to actions to
be taken or previously taken by "the Servicer" under this Article III or any
other provision of this Agreement with respect to a Mortgage Loan or Mortgage
Loans or with respect to an REO Property or REO Properties shall be only to
actions to be taken or previously taken by each Servicer with respect to a
Mortgage Loan or Mortgage Loans serviced by such Servicer or with respect to an
REO Property or REO Properties administered by such Servicer. Furthermore,
unless otherwise specified, all references to actions to be taken or previously
taken by "the Servicer" under this Article III or any other provision of this
Agreement with respect to "the Collection Account" or "the Servicing Account"
shall be only to actions to be taken or previously taken by each Servicer with
respect to the Collection Account or the Servicing Account to be established and
maintained by such Servicer. Consistent with the foregoing, but only insofar as
the context so permits, this Article III is to be read with respect to each
Servicer as if such Servicer alone was servicing and administering its
respective Mortgage Loans hereunder.

                  (b) The Servicer shall service and administer the Mortgage
Loans on behalf of the Trustee and in the best interests of and for the benefit
of the Certificateholders and the Certificate Insurer (as determined by the
Servicer in its reasonable judgment) in accordance with the terms of this
Agreement and the respective Mortgage Loans and, to the extent consistent with
such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary and
usual standards of practice of mortgage lenders and loan servicers administering
similar mortgage loans but without regard to:

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

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

                           (iii) the Servicer's obligation to make P&I Advances
                  or Servicing Advances; or

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

                  To the extent consistent with the foregoing, ___________, as
Servicer (a) shall seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Notes and (b) shall waive (or permit a
subservicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar
Mortgage Loans and (ii) either (A) such waiver would, in


                                     - 69 -
<PAGE>

the reasonable judgement of the ____________, as Servicer, maximize recovery of
total proceeds taking into account the value of such Prepayment Charge and the
related Mortgage Loan and, if such waiver is made in connection with a
refinancing of the related Mortgage Loan, such refinancing is related to a
default or a reasonably foreseeable default or (B) such waiver is made in
connection with a refinancing of the related Mortgage Loan unrelated to a
default or a reasonably foreseeable default where (x) the related mortgagor has
stated to ____________, as Servicer or an applicable subservicer an intention to
refinance the related Mortgage Loan and (y) ____________, as Servicer has
concluded in its reasonable judgement that the waiver of such Prepayment Charge
would induce such mortgagor to refinance with ____________. If a Prepayment
Charge is waived as permitted by meeting the standards described in clauses (i)
and (ii)(B) above, then ____________, in its capacity as Servicer is required to
pay the amount of such waived Prepayment Charge, for the benefit of the Holders
of the Class P Certificates, by depositing such amount into the Collection
Account together with and at the time that the amount prepaid on the related
Mortgage Loan is required to be deposited into the Collection Account. To the
extent consistent with the foregoing, ____________, as Servicer (a) shall seek
to maximize the timely and complete recovery of principal and interest on the
Mortgage Notes and (b) shall only waive (or permit a subservicer to waive) a
Prepayment Charge or part of a Prepayment Charge if such waiver would maximize
recovery of total proceeds taking into account the value of such Prepayment
Charge and the related Mortgage Loan, and doing so is standard and customary in
servicing similar Mortgage Loans. ____________, as Servicer, may waive a
Prepayment Charge on any Mortgage Loan if the related Mortgagor has chosen to
refinance such Mortgage Loan through the same lender; PROVIDED, HOWEVER,
____________, as Servicer, must pay the amount of the waived Prepayment Charge,
for the benefit of the Holders of the Class P Certificates, by depositing such
amount into the Collection Account together with and at the time that the amount
prepaid on the related Mortgage Loan is required to be deposited into the
Collection Account. Notwithstanding any other provisions of this Agreement, any
payments made by ____________ in respect of any waived Prepayment Charges
pursuant to clauses (i) and (ii)(B) above or any payments made by ____________
in respect of any waived Prepayment Charges pursuant to the preceding sentence
shall be deemed to be paid outside of the Trust Fund. Subject only to the
above-described servicing standards and the terms of this Agreement and of the
respective Mortgage Loans, the Servicer shall have full power and authority,
acting alone or through Sub-Servicers as provided in Section 3.02, to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Servicer in its own name or in the name of a
Sub-Servicer is hereby authorized and empowered by the Trustee when the Servicer
believes it appropriate in its best judgment in accordance with the servicing
standards set forth above, to execute and deliver, on behalf of the
Certificateholders and the Trustee, and upon notice to the Trustee and the Trust
Administrator, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable instruments, with
respect to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and


                                     - 70 -
<PAGE>

Certificateholders. The Servicer shall service and administer the Mortgage Loans
in accordance with applicable state and federal law and shall provide to the
Mortgagors any reports required to be provided to them thereby. The Servicer
shall also comply in the performance of this Agreement with all reasonable rules
and requirements of each insurer under any standard hazard insurance policy.
Subject to Section 3.17, the Trustee shall execute, at the written request of
the Servicer, and furnish to the Servicer and any Sub-Servicer any special or
limited powers of attorney and other documents necessary or appropriate to
enable the Servicer or any Sub-Servicer to carry out their servicing and
administrative duties hereunder and the Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of attorney.

                  Subject to Section 3.09 hereof, in accordance with the
standards of the preceding paragraph, the Servicer shall advance or cause to be
advanced funds as necessary for the purpose of effecting the timely payment of
taxes and assessments on the Mortgaged Properties, which advances shall be
Servicing Advances reimbursable in the first instance from related collections
from the Mortgagors pursuant to Section 3.09, and further as provided in Section
3.11. Any cost incurred by the Servicer or by Sub-Servicers in effecting the
timely payment of taxes and assessments on a Mortgaged Property shall not, for
the purpose of calculating distributions to Certificateholders, be added to the
unpaid principal balance of the related Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so permit.

                  Notwithstanding anything in this Agreement to the contrary,
the Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.03) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Rate, reduce or increase the principal balance (except for reductions resulting
from actual payments of principal) or change the final maturity date on such
Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
Treasury regulations promulgated thereunder) and (B) cause any of REMIC I, REMIC
II or REMIC III to fail to qualify as a REMIC under the Code or the imposition
of any tax on "prohibited transactions" or "contributions after the startup
date" under the REMIC Provisions.

                  The Servicer may delegate its responsibilities under this
Agreement; PROVIDED, HOWEVER, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.

                  Section 3.02 SUB-SERVICING AGREEMENTS BETWEEN SERVICER AND
                               SUB-SERVICERS.

                  (a) The Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers for the servicing and administration of the Mortgage Loans;
PROVIDED, HOWEVER, that any Sub-Servicer shall be acceptable to the Certificate
Insurer and provided such


                                     - 71 -
<PAGE>

agreements would not result in a withdrawal or a downgrading by any Rating
Agency of the rating or any shadow rating on any Class of Certificates. The
Trust Administrator and the Trustee are hereby authorized to acknowledge, at the
request of the Servicer, any Sub-Servicing Agreement that meets the requirements
applicable to Sub-Servicing Agreements set forth in this Agreement and that is
otherwise permitted under this Agreement.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states where the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub- Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers may
enter into and make amendments to the Sub-Servicing Agreements or enter into
different forms of Sub-Servicing Agreements; PROVIDED, HOWEVER, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders without the consent of the
Certificate Insurer and the Holders of Certificates entitled to at least 66% of
the Voting Rights; provided, further, that the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights shall not be required
(i) to cure any ambiguity or defect in a Sub-Servicing Agreement, (ii) to
correct, modify or supplement any provisions of a Sub-Servicing Agreement, or
(iii) to make any other provisions with respect to matters or questions arising
under a Sub-Servicing Agreement, which, in each case, shall not be inconsistent
with the provisions of this Agreement. Any variation without the consent of the
Certificate Insurer and the Holders of Certificates entitled to at least 66% of
the Voting Rights from the provisions set forth in Section 3.08 relating to
insurance or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub- Servicing Accounts or the timing and amount of remittances
by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent
with this Agreement and therefore prohibited. The Servicer shall deliver to the
Trustee, the Trust Administrator and the Certificate Insurer copies of all
Sub-Servicing Agreements, and any amendments or modifications thereof, promptly
upon the Servicer's execution and delivery of such instruments.

                  (b) As part of its servicing activities hereunder, the
Servicer, for the benefit of the Trustee, the Certificateholders and the
Certificate Insurer, shall enforce the obligations of each Sub- Servicer under
the related Sub-Servicing Agreement and of the related Originator and the Seller
under the related Mortgage Loan Purchase Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Sub-Servicing Agreement, or to purchase a Mortgage Loan on account
of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a). Such
enforcement,


                                     - 72 -
<PAGE>

including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans,
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed. Enforcement of the related
Mortgage Loan Purchase Agreement against the related Originator shall be
effected by the Servicer to the extent it is not the related Originator, and
otherwise by the Trustee in accordance with the foregoing provisions of this
paragraph.

                  Section 3.03 SUCCESSOR SUB-SERVICERS.

                  The Servicer or the Certificate Insurer shall be entitled to
terminate any Sub-Servicing Agreement and the rights and obligations of any
Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the
terms and conditions of such Sub-Servicing Agreement. In the event of
termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Servicer without any act or deed on the
part of such Sub-Servicer or the Servicer, and the Servicer either shall service
directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section 3.02.

                  Any Sub-Servicing Agreement shall include the provision that
such agreement may be immediately terminated by the Master Servicer, the Trust
Administrator (if the Master Servicer is the Servicer), the Trustee (if the
Trust Administrator is acting as Servicer) or the Certificate Insurer without
fee, in accordance with the terms of this Agreement, in the event that the
Servicer (or the Master Servicer or Trust Administrator, if such party is then
acting as Servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Default).

                  Section 3.04 LIABILITY OF THE SERVICER.

                  Notwithstanding any Sub-Servicing Agreement or the provisions
of this Agreement relating to agreements or arrangements between the Servicer
and a Sub-Servicer or reference to actions taken through a Sub-Servicer or
otherwise, the Servicer shall remain obligated and primarily liable to the
Trustee, the Certificateholders and the Certificate Insurer for the servicing
and administering of the Mortgage Loans in accordance with the provisions of
Section 3.01 without diminution of such obligation or liability by virtue of
such Sub-Servicing Agreements or arrangements or by virtue of indemnification
from the Sub-Servicer and to the same extent and under the same terms and
conditions as if the Servicer alone were servicing and administering the
Mortgage Loans. The Servicer shall be entitled to enter into any agreement with
a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.



                                     - 73 -
<PAGE>

                  Section 3.05 NO CONTRACTUAL RELATIONSHIP BETWEEN SUB-SERVICERS
                               AND THE TRUST ADMINISTRATOR, THE TRUSTEE OR
                               CERTIFICATEHOLDERS.

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Servicer alone, and the Trust Administrator, the Trustee, Certificateholders or
the Certificate Insurer shall not be deemed parties thereto and shall have no
claims, rights, obligations, duties or liabilities with respect to the
Sub-Servicer except as set forth in Section 3.06. The Servicer shall be solely
liable for all fees owed by it to any Sub-Servicer, irrespective of whether the
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.

                  Section 3.06 ASSUMPTION OR TERMINATION OF SUB-SERVICING
                               AGREEMENTS BY TRUST ADMINISTRATOR.

                  In the event the Servicer shall for any reason no longer be
the servicer (including by reason of the occurrence of a Servicer Event of
Default), the Master Servicer (or if the Master Servicer is the departing
Servicer, the Trust Administrator or its designee) shall thereupon assume all of
the rights and obligations of the Servicer under each Sub-Servicing Agreement
that the Servicer may have entered into, unless the Master Servicer (or if the
Master Servicer is the departing Servicer, the Trust Administrator or the
Trustee) or the Certificate Insurer elects to terminate any Sub-Servicing
Agreement in accordance with its terms as provided in Section 3.03. Upon such
assumption, the Master Servicer (or the Trust Administrator, its designee or the
successor servicer for the Trust Administrator appointed pursuant to Section
7.02) shall be deemed, subject to Section 3.03, to have assumed all of the
departing Servicer's interest therein and to have replaced the departing
Servicer as a party to each Sub-Servicing Agreement to the same extent as if
each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the departing Servicer shall not thereby be relieved of any liability
or obligations under any Sub- Servicing Agreement that arose before it ceased to
be the Servicer and (ii) none of the Master Servicer, the Trust Administrator,
its designee or any successor Servicer shall be deemed to have assumed any
liability or obligation of the Servicer that arose before it ceased to be the
Servicer.

                  The Servicer at its expense shall, upon request of the Master
Servicer (or if the Master Servicer is the departing Servicer, the Trust
Administrator), deliver to the assuming party all documents and records relating
to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and
an accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.

                  Section 3.07 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS.

                  The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any


                                     - 74 -
<PAGE>

applicable insurance policies, follow such collection procedures as it would
follow with respect to mortgage loans comparable to the Mortgage Loans and held
for its own account. Consistent with the foregoing, the Servicer may in its
discretion (i) waive any late payment charge or, if applicable, any penalty
interest, or (ii) extend the due dates for the Monthly Payments due on a
Mortgage Note for a period of not greater than 180 days; PROVIDED, HOWEVER, that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In the event of any such arrangement pursuant to clause (ii)
above, the Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.03 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth in Section
3.01, may also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan (such payment, a
"Short Pay-off"), or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor (any and all such
waivers, modifications, variances, forgiveness of principal or interest,
postponements, or indulgences collectively referred to herein as "forbearance"),
PROVIDED, HOWEVER, that in no event shall the Servicer grant any such
forbearance (other than as permitted by the second sentence of this Section)
with respect to any one Mortgage Loan more than once in any 12 month period or
more than three times over the life of such Mortgage Loan. The Servicer's
analysis supporting any forbearance and the conclusion that any forbearance
meets the standards of Section 3.01 (including the standard that such
forbearance will maximize the timely and complete recovery of principal and
interest on the Mortgage Notes) shall be reflected in writing in the Mortgage
File and shall be provided to the Certificate Insurer upon request.

                  Section 3.08 SUB-SERVICING ACCOUNTS.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required
to establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account. The Sub-Servicer shall deposit in the clearing account in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Sub-Servicer's receipt thereof, all
proceeds of Mortgage Loans received by the Sub-Servicer less its servicing
compensation to the extent permitted by the Sub-Servicing Agreement, and shall
thereafter deposit such amounts in the Sub-Servicing Account, in no event more
than two Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the Servicer for deposit in the Collection Account not later than
two Business Days after the deposit


                                     - 75 -
<PAGE>

of such amounts in the Sub-Servicing Account. For purposes of this Agreement,
the Servicer shall be deemed to have received payments on the Mortgage Loans
when the Sub-Servicer receives such payments.

                  Section 3.09 COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR
                               ITEMS; SERVICING ACCOUNTS.

                  The Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (the "Servicing Accounts"),
into which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, assessments, hazard insurance premiums
and comparable items for the account of the Mortgagors ("Escrow Payments") shall
be deposited and retained. Servicing Accounts shall be Eligible Accounts. The
Servicer shall deposit in the clearing account in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis, and in no event more than one Business
Day after the Servicer's receipt thereof, all Escrow Payments collected on
account of the Mortgage Loans and shall thereafter deposit such Escrow Payments
in the Servicing Accounts, in no event more than two Business Days after the
receipt of such Escrow Payments, all Escrow Payments collected on account of the
Mortgage Loans for the purpose of effecting the timely payment of any such items
as required under the terms of this Agreement. Withdrawals of amounts from a
Servicing Account may be made only to (i) effect payment of taxes, assessments,
hazard insurance premiums, and comparable items in a manner and at a time that
assures that the lien priority of the Mortgage is not jeopardized (or, with
respect to the payment of taxes, in a manner and at a time that avoids the loss
of the Mortgaged Property due to a tax sale or the foreclosure as a result of a
tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided
in the related Sub- Servicing Agreement) out of related collections for any
advances made pursuant to Section 3.01 (with respect to taxes and assessments)
and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors
any sums as may be determined to be overages; (iv) pay interest, if required and
as described below, to Mortgagors on balances in the Servicing Account; or (v)
clear and terminate the Servicing Account at the termination of the Servicer's
obligations and responsibilities in respect of the Mortgage Loans under this
Agreement in accordance with Article X. The Servicer will be responsible for the
administration of the Servicing Accounts and will be obligated to make advances
to such accounts when and as necessary to avoid the lapse of insurance coverage
on the Mortgaged Property, or which the Servicer knows, or in the exercise of
the required standard of care of the Servicer hereunder should know, 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. If any such payment has not been made and
the Servicer receives notice of a tax lien with respect to the Mortgage being
imposed, the Servicer will, within 10 business days of such notice, advance or
cause to be advanced funds necessary to discharge such lien on the Mortgaged
Property. As part of its servicing duties, the Servicer or Sub-Servicers shall
pay to the Mortgagors interest on funds in the Servicing Accounts, to the extent
required by law and, to the extent that interest earned on funds in the
Servicing Accounts is insufficient, to pay such interest from its or their own
funds, without any reimbursement therefor.



                                     - 76 -
<PAGE>

                  Section 3.10 COLLECTION ACCOUNT AND DISTRIBUTION ACCOUNT.

                  (a) On behalf of the Trust Fund, the Servicer shall establish
and maintain, or cause to be established and maintained, one or more accounts
(such account or accounts, the "Collection Account"), held in trust for the
benefit of the Trustee, the Certificateholders and the Certificate Insurer. On
behalf of the Trust Fund, the Servicer shall deposit or cause to be deposited in
the clearing account in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Servicer's
receipt thereof, and shall thereafter deposit in the Collection Account, in no
event more than two Business Days after the Servicer's receipt thereof, as and
when received or as otherwise required hereunder, the following payments and
collections received or made by it subsequent to the Cut-off Date (other than in
respect of principal or interest on the related Mortgage Loans due on or before
the Cut-off Date), or payments (other than Principal Prepayments) received by it
on or prior to the Cut-off Date but allocable to a Due Period subsequent
thereto:

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

                           (ii) all payments on account of interest (net of the
                  related Servicing Fee) on each Mortgage Loan;

                           (iii) all Insurance Proceeds and Liquidation Proceeds
                  (other than proceeds collected in respect of any particular
                  REO Property and amounts paid in connection with a purchase of
                  Mortgage Loans and REO Properties pursuant to Section 10.01);

                           (iv) any amounts required to be deposited pursuant to
                  Section 3.12 in connection with any losses realized on
                  Permitted Investments with respect to funds held in the
                  Collection Account;

                           (v) any amounts required to be deposited by the
                  Servicer pursuant to the second paragraph of Section 3.14(a)
                  in respect of any blanket policy deductibles;

                           (vi) all proceeds of any Mortgage Loan repurchased or
                  purchased in accordance with Section 2.03 or Section 10.01;

                           (vii) all amounts required to be deposited in
                  connection with shortfalls in principal amount of Qualified
                  Substitute Mortgage Loans pursuant to Section 2.03; and

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

                  The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the


                                     - 77 -
<PAGE>

foregoing, payments in the nature of late payment charges, ancillary income and
assumption fees, or insufficient funds charges need not be deposited by the
Servicer in the Collection Account and may be retained by the Servicer as
additional compensation. 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.

                  (b) On behalf of the Trust Fund, the Trust Administrator, as
agent for 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 Trustee, the Certificateholders and the Certificate Insurer. On behalf of
the Trust Fund, the Servicer shall deliver to the Trust Administrator in
immediately available funds for deposit in the Distribution Account on or before
5:00 p.m. New York time (i) on the Servicer Remittance Date, that portion of the
Available Distribution Amount (calculated without regard to the references in
clause (2) of the definition thereof to amounts that may be withdrawn from the
Distribution Account) for the related Distribution Date then on deposit in the
Collection Account and the amount of all Prepayment Charges collected by the
Servicer in connection with the Principal Prepayment of any of the Mortgage
Loans then on deposit in the Collection Account, and (ii) on each Business Day
as of the commencement of which the balance on deposit in the Collection Account
exceeds $75,000 following any withdrawals pursuant to the next succeeding
sentence, the amount of such excess, but only if the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account." If the balance on deposit in the Collection Account
exceeds $75,000 as of the commencement of business on any Business Day and the
Collection Account constitutes an Eligible Account solely pursuant to clause
(ii) of the definition of "Eligible Account," the Servicer shall, on or before
5:00 p.m. New York time on such Business Day, withdraw from the Collection
Account any and all amounts payable or reimbursable to the Depositor, the
Servicer, the Trustee, the Trust Administrator, either Originator, the Seller or
any Sub- Servicer pursuant to Section 3.11 and shall pay such amounts to the
Persons entitled thereto.

                  (c) Funds in the Collection Account and the Distribution
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.12. The Servicer shall give notice to the
Trustee, the Trust Administrator and the Certificate Insurer of the location of
the Collection Account maintained by it when established and prior to any change
thereof. The Trust Administrator shall give notice to the Servicer, the
Depositor, the Trustee and the Certificate Insurer of the location of the
Distribution Account when established and prior to any change thereof.

                  (d) Funds held in the Collection Account at any time may be
delivered by the Servicer to the Trust Administrator for deposit in an account
(which may be the Distribution Account and must satisfy the standards for the
Distribution Account as set forth in the definition thereof) and for all
purposes of this Agreement shall be deemed to be a part of the Collection
Account; PROVIDED, HOWEVER, that the Trustee and the Trust Administrator shall
have the sole authority to withdraw any funds held pursuant to this subsection
(d). In the event the Servicer shall deliver to the Trust Administrator for
deposit in the Distribution Account any amount not required to be deposited
therein, it


                                     - 78 -
<PAGE>

may at any time request that the Trust Administrator withdraw such amount from
the Distribution Account and remit to it any such amount, any provision herein
to the contrary notwithstanding. In addition, the Servicer, with respect to
items (i) through (v) below, shall deliver to the Trust Administrator from time
to time for deposit, and the Trust Administrator, with respect to items (i)
through (vi) below, shall so deposit, in the Distribution Account:

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

                           (ii) any amounts required to be deposited pursuant to
                  Section 3.23(d) or (f) in connection with any REO Property;

                           (iii) any amounts to be paid in connection with a
                  purchase of Mortgage Loans and REO Properties pursuant to
                  Section 10.01;

                           (iv) any amounts required to be deposited pursuant to
                  Section 3.24 in connection with any Prepayment Interest
                  Shortfall;

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

                           (vi) any amounts required to be transferred from the
                  Policy Payments Account pursuant to Section 9.04(b) on any
                  Distribution Date.

                  (e) Promptly upon receipt of any Stayed Funds, whether from
the Servicer, a trustee in bankruptcy, federal bankruptcy court or other source,
the Trust Administrator shall deposit such funds in the Distribution Account,
subject to withdrawal thereof pursuant to Section 7.02(b) or as otherwise
permitted hereunder.

                  (f) The Servicer shall deposit in the Collection Account any
amounts required to be deposited pursuant to Section 3.12(b) in connection with
losses realized on Permitted Investments with respect to funds held in the
Collection Account.

                  Section 3.11 WITHDRAWALS FROM THE COLLECTION ACCOUNT AND
                               DISTRIBUTION ACCOUNT.

                  (a) The Servicer shall, from time to time, make withdrawals
from the Collection Account for any of the following purposes or as described in
Section 4.03:

                           (i) to remit to the Trust Administrator for deposit
                  in the Distribution Account the amounts required to be so
                  remitted pursuant to Section 3.10(b) or permitted to be so
                  remitted pursuant to the first sentence of Section 3.10(d);

                           (ii) subject to Section 3.16(d), to reimburse the
                  Servicer for P&I Advances, but only to the extent of amounts
                  received which represent Late Collections (net of the related
                  Servicing Fees) of Monthly Payments, Liquidation Proceeds and
                  Insurance Proceeds on Mortgage Loans with


                                     - 79 -
<PAGE>

                  respect to which such P&I Advances were made in accordance
                  with the provisions of Section 4.03;

                           (iii) subject to Section 3.16(d), to pay the Servicer
                  or any Sub-Servicer (a) any unpaid Servicing Fees, (b) any
                  unreimbursed Servicing Advances with respect to each Mortgage
                  Loan, but only to the extent of any Late Collections,
                  Liquidation Proceeds and Insurance Proceeds received with
                  respect to such Mortgage Loan, and (c) any Nonrecoverable
                  Servicing Advances with respect to the final liquidation of a
                  Mortgage Loan, but only to the extent that Late Collections,
                  Liquidation Proceeds and Insurance Proceeds received with
                  respect to such Mortgage Loan are insufficient to reimburse
                  the Servicer or any Sub-Servicer for Servicing Advances;

                           (iv) to pay to the Servicer as servicing compensation
                  (in addition to the Servicing Fee) on the Servicer Remittance
                  Date any interest or investment income earned on funds
                  deposited in the Collection Account;

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

                           (vi) to reimburse the Servicer for any P&I Advance
                  previously made which the Servicer has determined to be a
                  Nonrecoverable P&I Advance in accordance with the provisions
                  of Section 4.03;

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

                           (viii) to reimburse the Servicer, the Trustee or the
                  Trust Administrator, as the case may be, for expenses
                  reasonably incurred in connection with any breach or defect
                  giving rise to the purchase obligation under Section 2.03 or
                  Section 2.04 of this Agreement, including any expenses arising
                  out of the enforcement of the purchase obligation;

                           (ix) to pay, or to reimburse the Servicer for
                  Servicing Advances in respect of, expenses incurred in
                  connection with any Mortgage Loan pursuant to Section 3.16(b);
                  and

                           (x) to clear and terminate the Collection Account
                  pursuant to Section 10.01.

                  The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii),


                                     - 80 -
<PAGE>

(iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer shall provide
written notification to the Trust Administrator, on or prior to the next
succeeding Servicer Remittance Date, upon making any withdrawals from the
Collection Account pursuant to subclauses (vi) and (vii) above; provided that an
Officer's Certificate in the form described under Section 4.03(d) shall suffice
for such written notification to the Trust Administrator in respect hereof.

                  (b) The Trust Administrator shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:

                           (i) to make distributions to Certificateholders and
                  the Certificate Insurer in accordance with Section 4.01;

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

                           (iii) to pay to the Master Servicer on each
                  Distribution Date the Master Servicing Fee and as servicing
                  compensation any interest or investment income earned on funds
                  deposited in the Distribution Account pursuant to Section
                  3.12(c);

                           (iv) to reimburse itself pursuant to Section 7.02;

                           (v) to pay any amounts in respect of taxes pursuant
                  to Section 11.01(g)(iii); and

                           (vi) to clear and terminate the Distribution Account
                  pursuant to Section 10.01.

Notwithstanding the foregoing, the Trust Administrator shall be entitled to
withdraw amounts from the Distribution Account to transfer funds to the Expense
Account on the Business Day immediately preceding each Distribution Date
pursuant to Section 3.25(b) prior to any payments to Certificateholders and the
Certificate Insurer pursuant to Section 4.01.

                  Section 3.12 INVESTMENT OF FUNDS IN THE COLLECTION ACCOUNT,
                               THE EXPENSE ACCOUNT AND THE DISTRIBUTION ACCOUNT.

                  (a) The Servicer may direct any depository institution
maintaining the Collection Account (for purposes of this Section 3.12, an
"Investment Account"), and the Master Servicer may direct any depository
institution maintaining the Distribution Account and the Expense Account (each,
for purposes of this Section 3.12, an "Investment Account"), to invest the funds
(other than the Initial Deposit) in such Investment Account in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the Trust
Administrator is


                                     - 81 -
<PAGE>

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
Trust Administrator is the obligor thereon. All such Permitted Investments shall
be held to maturity, unless payable on demand. Any investment of funds in an
Investment Account shall be made in the name of the Trust Administrator (in its
capacity as such), as agent for the Trustee, or in the name of a nominee of the
Trust Administrator. The Trust Administrator shall be entitled to sole
possession (except with respect to investment direction of funds held in the
Collection Account, the Distribution Account and the Expense Account and any
income and gain realized thereon) over each such investment, and any certificate
or other instrument evidencing any such investment shall be delivered directly
to the Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator or its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:

                                    (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 Trust Administrator that
                           such Permitted Investment would not constitute a
                           Permitted Investment in respect of funds thereafter
                           on deposit in the Investment Account.

                  (b) All income and gain realized from the investment of funds
deposited in the Collection Account and any REO Account held by or on behalf of
the Servicer shall be for the benefit of the Servicer and shall be subject to
its withdrawal in accordance with Section 3.11 or Section 3.23, as applicable.
The Servicer shall deposit in the Collection Account or any REO Account, as
applicable, the amount of any loss of principal incurred in respect of any such
Permitted Investment made with funds in such accounts immediately upon
realization of such loss.

                  (c) All income and gain realized from the investment of funds
deposited in the Distribution Account and the Expense Account held by or on
behalf of the Master Servicer shall be for the benefit of the Master Servicer
and shall be subject to its withdrawal by the Trustee or the Trust Administrator
for distribution in accordance with Section 3.11 or Section 3.25, as applicable.
The Master Servicer shall deposit in the Distribution Account and the Expense
Account, as applicable, the amount of any loss of principal incurred in respect
of any such Permitted Investment made with funds in such accounts immediately
upon realization of such loss.

                  (d) 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


                                     - 82 -
<PAGE>

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

                  Section 3.13 [INTENTIONALLY OMITTED]

                  Section 3.14 MAINTENANCE OF HAZARD INSURANCE AND ERRORS AND
                               OMISSIONS AND FIDELITY COVERAGE.

                  (a) The Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the lesser of the current
principal balance of such Mortgage Loan and the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis, in each case in an amount not less than
such amount as is necessary to avoid the application of any coinsurance clause
contained in the related hazard insurance policy. The Servicer shall also cause
to be maintained fire insurance with extended coverage on each REO Property in
an amount which is at least equal to the lesser of (i) the maximum insurable
value of the improvements which are a part of such property and (ii) the
outstanding principal balance of the related Mortgage Loan at the time it became
an REO Property. The Servicer will comply in the performance of this Agreement
with all reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts to be collected by the Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the property
subject to the related Mortgage or amounts to be released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing loans
held for its own account, subject to the terms and conditions of the related
Mortgage and Mortgage Note) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.11, if received in respect of a
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section
3.23, if received in respect of an REO Property. Any cost incurred by the
Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders and the Certificate Insurer, be
added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the Mortgaged Property or REO Property is at any time in an area identified in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards and flood insurance has been made available, the Servicer
will cause to be maintained a flood insurance policy in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the unpaid
principal balance of the related Mortgage Loan and (ii) the maximum amount of
such insurance available for the related Mortgaged Property under the national
flood insurance program (assuming that the area in which such Mortgaged Property
is located is participating in such program).



                                     - 83 -
<PAGE>

                  In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of A:X or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of this Section 3.14, 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 the first two sentences of this
Section 3.14, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee, Certificateholders and the Certificate Insurer, claims under any
such blanket policy in a timely fashion in accordance with the terms of such
policy.

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

                  Section 3.15 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
                               AGREEMENTS.

                  The Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; PROVIDED, HOWEVER,
that the Servicer shall not be required to take such action if in its sole
business judgment the Servicer believes it is not in the best interests of the
Trust Fund and shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer will enter
into an assumption and modification agreement


                                     - 84 -
<PAGE>

from or with the person to whom such property has been conveyed or is proposed
to be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Servicer is also authorized to enter into a substitution of
liability agreement with such person, pursuant to which the original Mortgagor
is released from liability and such person is substituted as the Mortgagor and
becomes liable under the Mortgage Note, provided that no such substitution shall
be effective unless such person satisfies the underwriting criteria of the
Servicer and has a credit risk rating at least equal to that of the original
Mortgagor. In connection with any assumption or substitution, the Servicer shall
apply such underwriting standards and follow such practices and procedures as
shall be normal and usual in its general mortgage servicing activities and as it
applies to other mortgage loans owned solely by it. The Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy. Any fee collected by the Servicer in respect of an assumption,
modification or substitution of liability agreement shall be retained by the
Servicer as additional servicing compensation. In connection with any such
assumption, no material term of the Mortgage Note (including but not limited to
the related Mortgage Rate and the amount of the Monthly Payment) may be amended
or modified, except as otherwise required pursuant to the terms thereof. The
Servicer shall notify the Trustee and the Trust Administrator that any such
substitution, modification or assumption agreement has been completed by
forwarding to the Trust Administrator (with a copy to the Trustee) the executed
original of such substitution, modification or assumption agreement, which
document shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatever. For purposes of this Section 3.15, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

                  Section 3.16 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

                  (a) The Servicer shall use its best efforts, consistent with
Accepted Servicing Practices, to foreclose upon or otherwise comparably convert
the ownership of properties securing such of the Mortgage Loans (including
selling any such Mortgage Loans other than converting the ownership of the
related properties) as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. The Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings; PROVIDED, HOWEVER, that such
costs and expenses will be recoverable as Servicing Advances by the Servicer as
contemplated in Section 3.11 and Section 3.23. The foregoing is subject to the


                                     - 85 -
<PAGE>

provision that, in any case in which Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Servicer shall not be required to expend its
own funds toward the restoration of such property unless it shall determine in
its discretion that such restoration will increase the proceeds of liquidation
of the related Mortgage Loan after reimbursement to itself for such expenses.

                  (b) Notwithstanding the foregoing provisions of this Section
3.16 or any other provision of this Agreement, 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, on behalf of the Trustee, either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Administrator, the Trust Fund, the Certificateholders or
the Certificate Insurer would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Servicer has also previously determined, based
on its reasonable judgment and a report prepared by a Person who regularly
conducts environmental audits using customary industry standards, that:

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

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

                  The cost of the environmental audit report contemplated by
this Section 3.16 shall be advanced by the Servicer, subject to the Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  If the Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take


                                     - 86 -
<PAGE>

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 Trust Fund;
provided that any amounts disbursed by the Servicer pursuant to this Section
3.16(b) shall constitute Servicing Advances, subject to Section 4.03(d). The
cost of any such compliance, containment, cleanup or remediation shall be
advanced by the Servicer, subject to the Servicer's right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(iii) and
(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

                  (c) The Master Servicer may at its option purchase from REMIC
I any Mortgage Loan or related REO Property that is 90 days or more delinquent,
which the Master Servicer determines in good faith will otherwise become subject
to foreclosure proceedings (evidence of such determination to be delivered in
writing to the Trust Administrator, the Trustee and the Certificate Insurer
prior to purchase), at a price equal to the Purchase Price; PROVIDED, HOWEVER,
that (i) the Master Servicer shall purchase any such Mortgage Loans or related
REO Properties on the basis of delinquency, purchasing the most delinquent
Mortgage Loans or related REO Properties first and (ii) after it has purchased
5% of the Mortgage Loans and related REO Properties (including any Mortgage
Loans or related REO Properties purchased by ____________ as provided below), by
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
pursuant to clause (i) above, the Master Servicer must also obtain the consent
of the Certificate Insurer prior to any further purchases, provided that failure
of the Certificate Insurer to respond within five Business Days following actual
receipt of any such request for consent by the Master Servicer shall be deemed
to constitute consent to the additional purchases identified in such request for
consent. The Purchase Price for any Mortgage Loan or related REO Property
purchased hereunder shall be deposited in the Distribution Account, and the
Trust Administrator, upon receipt of such deposit, shall release or cause to be
released to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as the Master Servicer shall furnish and as shall be necessary
to vest in the Master Servicer title to any Mortgage Loan or related REO
Property released pursuant hereto. Notwithstanding the foregoing, prior to
purchasing any Mortgage Loan or related REO Property on Part B of Schedule 1
attached hereto pursuant to this Section 3.16(c), the Master Servicer must give
____________ the right of first refusal to purchase such Mortgage Loan or
related REO Property by written notice; and if ____________ does not exercise
such right within 10 Business Days after receipt of such written notice, the
Master Servicer may purchase such Mortgage Loan or related REO Property. If
____________ purchases such Mortgage Loan or related REO Property, the Purchase
Price shall be deposited in the Distribution Account by ____________, and the
Trust Administrator, upon receipt of such deposit, shall release or cause to be
released to ____________ the related Mortgage File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
____________ shall furnish and as shall be necessary to vest in ____________
title to any Mortgage Loan or related REO Property released pursuant hereto.



                                     - 87 -
<PAGE>

                  (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: FIRST, to reimburse the
Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances and
P&I Advances, pursuant to Section 3.11(a)(ii) or (a)(iii); SECOND, to accrued
and unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and THIRD, as a recovery of principal of the Mortgage Loan. If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Servicer as follows: FIRST, to unpaid
Servicing Fees; and SECOND, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).

                  Section 3.17 TRUSTEE AND TRUST ADMINISTRATOR TO COOPERATE;
                               RELEASE OF MORTGAGE FILES.

                  (a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Servicer will notify or cause to be
notified the Trust Administrator by a certification in the form of Exhibit E-2
(which certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Collection Account pursuant to Section 3.10 have been or
will be so deposited) of a Servicing Officer and shall request delivery to it of
the Mortgage File. Upon receipt of such certification and request, the Trust
Administrator shall, within five Business Days, release and send by overnight
mail, at the expense of the Servicer, the related Mortgage File to the Servicer.
The Trust Administrator agrees to indemnify the Servicer, out of its own funds,
for any loss, liability or expense (other than special, indirect, punitive or
consequential damages which will not be paid by the Trust Administrator)
incurred by the Servicer as a proximate result of the Trust Administrator's
breach of its obligations pursuant to this Section 3.17. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Collection Account or the Distribution Account. The Trust
Administrator will provide to the Certificate Insurer and the Trustee an updated
listing of any Mortgage Files released pursuant to this Section 3.17(a) on March
30, June 30, September 30 and December 30 of each year, beginning in March 2000
and as otherwise requested by the Certificate Insurer or the Trustee.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trust Administrator
shall, upon any request made by or on behalf of the Servicer and delivery to the
Trust Administrator of a Request for Release in the form of Exhibit E-l, release
the related Mortgage File to the Servicer, and the Trustee shall, at the
direction of the Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings. Such Request for


                                     - 88 -
<PAGE>

Release shall obligate the Servicer to return each and every document previously
requested from the Mortgage File to the Trust Administrator when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Collection Account or the Mortgage File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Servicer has delivered, or caused to be delivered, to
the Trust Administrator an additional Request for Release certifying as to such
liquidation or action or proceedings. Upon the request of the Trust
Administrator, the Trustee or the Certificate Insurer, the Servicer shall
provide notice to the Trust Administrator, the Trustee and the Certificate
Insurer of the name and address of the Person to which such Mortgage File or
such document was delivered and the purpose or purposes of such delivery. Upon
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan
was liquidated and that all amounts received or to be received in connection
with such liquidation that are required to be deposited into the Collection
Account have been so deposited, or that such Mortgage Loan has become an REO
Property, any outstanding Requests for Release with respect to such Mortgage
Loan shall be released by the Trust Administrator to the Servicer or its
designee.

                  (c) Upon written certification of a Servicing Officer, the
Trustee shall execute and deliver to the Servicer or the Sub-Servicer, as the
case may be, and upon the request of the Certificate Insurer the Servicer shall
deliver or cause to be delivered to the Certificate Insurer copies of, any court
pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

                  Section 3.18 SERVICING COMPENSATION.

                  As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Master Servicing Fee
with respect to each Mortgage Loan payable solely from payments of interest in
respect of such Mortgage Loan. As compensation for the activities of the
Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan payable solely from payments of interest in
respect of such Mortgage Loan, subject to Section 3.24. In addition, the
Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance
Proceeds or Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii)
and out of amounts derived from the operation and sale of an REO Property to the
extent permitted by Section 3.23. The right to receive the Servicing Fee may not
be transferred in whole or in part except in connection with the transfer of all
of the Servicer's


                                     - 89 -
<PAGE>

responsibilities and obligations under this Agreement; PROVIDED, HOWEVER, that
the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
pursuant to a Sub-Servicing Agreement entered into under Section 3.02.

                  Additional servicing compensation in the form of assumption
fees, ancillary income and late payment charges, insufficient funds charges or
otherwise (subject to Section 3.24 and other than Prepayment Charges) shall be
retained by the Servicer only to the extent such fees or charges are received by
the Servicer. The Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account and pursuant to Section
3.23(b) to withdraw from any REO Account, as additional servicing compensation,
interest or other income earned on deposits therein, subject to Section 3.12 and
Section 3.24. The Servicer shall be required to pay all expenses incurred by it
in connection with its servicing activities hereunder (including premiums for
the insurance required by Section 3.14, to the extent such premiums are not paid
by the related Mortgagors or by a Sub-Servicer and servicing compensation of
each Sub-Servicer) and shall not be entitled to reimbursement therefor except as
specifically provided herein.

                  The Master Servicer shall be entitled pursuant to Section 3.11
to be paid by the Trust Administrator from the Distribution Account, pursuant to
Section 3.25 to be paid by the Trust Administrator from the Expense Account, as
additional servicing compensation, interest or other income earned on deposits
therein, subject to Section 3.12. The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including to the extent provided herein in Section 8.05, the fees and expenses
of the Trustee and the Trust Administrator) and shall not be entitled to
reimbursement therefor except as specifically provided herein.

                  Section 3.19 REPORTS TO THE TRUST ADMINISTRATOR AND THE
                               TRUSTEE; COLLECTION ACCOUNT STATEMENTS.

                  Not later than twenty days after each Distribution Date, the
Servicer shall forward, upon request, to the Trust Administrator, the Trustee,
the Certificate Insurer and the Depositor the most current available bank
statement for the Collection Account. Copies of such statement shall be provided
by the Trust Administrator to any Certificateholder and to any Person identified
to the Trust Administrator as a prospective transferee of a Certificate, upon
request at the expense of the requesting party, provided such statement is
delivered by the Servicer to the Trust Administrator.

                  Section 3.20 STATEMENT AS TO COMPLIANCE.

                  The Servicer will deliver to the Trust Administrator, the
Trustee, the Certificate Insurer and the Depositor not later than 90 days
following the end of the fiscal year of the Servicer, commencing in _____, which
as of the Closing Date ends on the last day in December with respect to
______________ and ends on the last day of _______ with respect to ___________,
an Officers' Certificate stating, as to each signatory thereof, that (i) a
review of the activities of the Servicer during the preceding year and of
performance under this Agreement has been made under such officers' supervision
and


                                     - 90 -
<PAGE>

(ii) to the best of such officers' knowledge, based on such review, the Servicer
has fulfilled all of its obligations under this Agreement throughout such year,
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. Copies of any such statement shall be provided by the Trust
Administrator to any Certificateholder and to any Person identified to the Trust
Administrator as a prospective transferee of a Certificate, upon request at the
expense of the requesting party, provided such statement is delivered by the
Servicer to the Trust Administrator.

                  Section 3.21 INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.

                  Not later than 90 days following the end of each fiscal year
of the Servicer, commencing in ____, the Servicer, at its expense, shall cause a
nationally recognized firm of independent certified public accountants to
furnish to the Servicer 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 the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of residential mortgage
loans during the most recently completed fiscal year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established by
the American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. In rendering its report such firm may
rely, as to matters relating to the direct servicing of residential mortgage
loans by Sub-Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Sub-Servicers. Immediately upon receipt of such report,
the Servicer shall furnish a copy of such report to the Trust Administrator, the
Trustee, the Certificate Insurer and each Rating Agency. Copies of such
statement shall be provided by the Trust Administrator to any Certificateholder
upon request at the Servicer's expense, provided that such statement is
delivered by the Servicer to the Trust Administrator.

                  Section 3.22 ACCESS TO CERTAIN DOCUMENTATION.

                  The Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to any Certificateholder, the Certificate
Insurer, the Trustee, the Trust Administrator and to any Person identified to
the Servicer as a prospective transferee of a Certificate, upon reasonable
request during normal business hours at the offices of the Servicer designated
by it at the expense of the Person requesting such access.



                                     - 91 -
<PAGE>

                  Section 3.23 TITLE, MANAGEMENT AND DISPOSITION OF REO
                               PROPERTY.

                  (a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, in trust for the benefit of
the Certificateholders and the Certificate Insurer. The Servicer, on behalf of
REMIC I, shall either sell any REO Property within three years after REMIC I
acquires ownership of such REO Property for purposes of Section 860G(a)(8) of
the Code or request from the Internal Revenue Service, no later than 60 days
before the day on which the three-year grace period would otherwise expire, an
extension of the three-year grace period, unless the Servicer shall have
delivered to the Trust Administrator and the Trustee an Opinion of Counsel,
addressed to the Trust Administrator, the Trustee, the Certificate Insurer and
the Depositor, to the effect that the holding by REMIC I of such REO Property
subsequent to three years after its acquisition will not result in the
imposition on REMIC I, REMIC II or REMIC III of taxes on "prohibited
transactions" thereof, as defined in Section 860F of the Code, or cause any of
REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC under Federal law
at any time that any Certificates are outstanding. The Servicer shall manage,
conserve, protect and operate each REO Property for the Certificateholders
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 REMIC
I, REMIC II or REMIC III of any "income from non-permitted assets" within the
meaning of Section 860F(a)(2)(B) of the Code, or any "net income from
foreclosure property" which is subject to taxation under the REMIC Provisions.

                  (b) The Servicer shall separately account for all funds
collected and received in connection with the operation of any REO Property and
shall establish and maintain, or cause to be established and maintained, with
respect to REO Properties an account held in trust for the Trustee for the
benefit of the Certificateholders and the Certificate Insurer (the "REO
Account"), which shall be an Eligible Account. The Servicer shall be permitted
to allow the Collection Account to serve as the REO Account, subject to separate
ledgers for each REO Property. The Servicer shall be entitled to retain or
withdraw any interest income paid on funds deposited in the REO Account.

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



                                     - 92 -
<PAGE>

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

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

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

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

                  Notwithstanding the foregoing, none of the Servicer, the Trust
Administrator or the Trustee shall:

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

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

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

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

unless, in any such case, the Servicer has obtained an Opinion of Counsel,
provided to the Trust Administrator, the Trustee and the Certificate Insurer, to
the effect that such action will not cause such REO Property to fail to qualify
as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code
at any time that it is held by REMIC I, in which case the Servicer may take such
actions as are specified in such Opinion of Counsel.

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



                                     - 93 -
<PAGE>

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

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

                           (iii) none of the provisions of this Section 3.23(c)
                  relating to any such contract or to actions taken through any
                  such Independent Contractor shall be deemed to relieve the
                  Servicer of any of its duties and obligations to the Trustee
                  on behalf of the Certificateholders and the Certificate
                  Insurer with respect to the operation and management of any
                  such REO Property; and

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

The Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it to
any such Independent Contractor, irrespective of whether the Servicer's
compensation pursuant to Section 3.18 is sufficient to pay such fees; PROVIDED,
HOWEVER, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the Servicer.

                  (d) In addition to the withdrawals permitted under Section
3.23(c), the Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse
itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances
made in respect of such REO Property or the related Mortgage Loan. On the
Servicer Remittance Date, the Servicer shall withdraw from each REO Account
maintained by it and deposit into the Distribution Account in accordance with
Section 3.10(d)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property received
during the prior calendar month, net of any withdrawals made pursuant to Section
3.23(c) or this Section 3.23(d).

                  (e) Subject to the time constraints set forth in Section
3.23(a), each REO Disposition shall be carried out by the Servicer at such price
and upon such terms


                                     - 94 -
<PAGE>

and conditions as the Servicer shall deem necessary or advisable, as shall be
normal and usual in its Accepted Servicing Practices.

                  (f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Servicer or any Sub-Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following
the receipt thereof for distribution on the related Distribution Date in
accordance with Section 4.01. Any REO Disposition shall be for cash only (unless
changes in the REMIC Provisions made subsequent to the Startup Day allow a sale
for other consideration).

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

                  Section 3.24 OBLIGATIONS OF THE SERVICER IN RESPECT OF
                               PREPAYMENT INTEREST SHORTFALLS.

                  The Servicer shall deliver to the Trust Administrator for
deposit into the Distribution Account on or before 5:00 p.m. New York time on
the Servicer Remittance Date from its own funds an amount equal to the lesser of
(i) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date resulting from full or partial Principal Prepayments during
the related Prepayment Period and (ii) the aggregate Servicing Fee for the
related Prepayment Period. Any amounts paid by the Servicer pursuant to this
Section 3.24 shall not be reimbursed by REMIC I.

                  Section 3.25 EXPENSE ACCOUNT.

                  (a) On behalf of the Trust Fund, the Trust Administrator, as
agent for the Trustee, shall establish and maintain in its name, for the benefit
of the Trustee, the Certificateholders and the Certificate Insurer, the Expense
Account. The Expense Account 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 of the Trust
Administrator held pursuant to this Agreement.

                  (b) On the Business Day immediately preceding each
Distribution Date, the Trust Administrator shall withdraw from the Distribution
Account and deposit into the Expense Account an amount equal to 1/12 of the
Certificate Insurer Premium Rate on the Certificate Principal Balance of the
Class A Certificates for such Distribution Date.

                  (c) The Trust Administrator shall make withdrawals from the
Expense Account to pay the Certificate Insurer Premium on each Distribution
Date.



                                     - 95 -
<PAGE>

                  (d) Funds in the Expense Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. Any
earnings on such amounts shall be payable to the Master Servicer on each
Distribution Date as additional servicing compensation. The Trust Administrator
shall give notice to the Depositor, the Trustee and the Certificate Insurer of
the location of the Expense Account on the Closing Date and prior to any change
thereof.

                  (e) Upon termination of the Trust Fund in accordance with
Section 10.01, any amounts remaining in the Expense Account following the
payment of all unpaid Certificate Insurer Premiums shall be released to the
Master Servicer as additional servicing compensation.

                  Section 3.26 OBLIGATIONS OF THE SERVICER IN RESPECT OF
                               MORTGAGE 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 Rates, Monthly Payments or Stated 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 Trust Administrator
for deposit in the Distribution Account from its own funds the amount of any
such shortfall and shall indemnify and hold harmless the Trust Fund, the Trust
Administrator, the Trustee, the Certificate Insurer, the Depositor and any
successor servicer in respect of any such liability. Such indemnities shall
survive the termination or discharge of this Agreement. Notwithstanding the
foregoing, this Section 3.26 shall not limit the ability of the Servicer to seek
recovery of any such amounts from the related Mortgagor under the terms of the
related Mortgage Note, as permitted by law.

                  Section 3.27 SOLICITATIONS.

                  From and after the Closing Date, the ____________ agrees that
it will not take any action or permit or cause any action to be taken by any of
its agents and Affiliates, or by any independent contractors or independent
mortgage brokerage companies on ____________'s behalf, to personally, by
telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose
of refinancing such Mortgage Loan, nor will ____________ purchase any loan to a
Mortgagor secured by a Mortgaged Property, in whole or in part; provided, that
____________ may solicit any Mortgagor for whom ____________ has received a
request for verification of mortgage from an originator of mortgage loan
products similar to the Mortgage Loans that indicates that such Mortgagor
intends to refinance his or her Mortgage Loan, a request for demand for pay-off
or a Mortgagor initiated a written or verbal communication with ____________
indicating a desire to prepay the related Mortgage Loan; provided further, it is
understood and agreed that promotions undertaken by ____________ or any of its
Affiliates which (i) concern optional insurance products or other additional
products or (ii) are directed to the general public at large, including, without
limitation, mass mailings based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this Section 3.27.



                                     - 96 -
<PAGE>

                                   ARTICLE IV
                         PAYMENTS TO CERTIFICATEHOLDERS

                  Section 4.01 DISTRIBUTIONS.

                  (a) (1)(A) On each Distribution Date, the following amounts,
in the following order of priority, shall be distributed by REMIC I to REMIC II
on account of the REMIC I Regular Interests:

                           (i) to the Holders of REMIC I Regular Interests
                  (other than REMIC I Regular Interest I-LTP), in an amount
                  equal to (A) the Uncertificated Interest for such Distribution
                  Date, plus (B) any amounts in respect thereof remaining unpaid
                  from previous Distribution Dates. Amounts payable as
                  Uncertificated Interest in respect of REMIC I Regular Interest
                  I-LT9 shall be reduced when the REMIC I Overcollateralized
                  Amount is less than the REMIC I Required Overcollateralized
                  Amount, by the lesser of (x) the amount of such difference and
                  (y) the Maximum I-LT9 Uncertificated Interest Deferral Amount;
                  and

                           (ii) on each Distribution Date, to the Holders of
                  REMIC I Regular Interests, in an amount equal to the remainder
                  of the Available Distribution Amount for such Distribution
                  Date after the distributions made pursuant to clause (i)
                  above, allocated as follows (except as provided below):

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

                                    (b) to the Holders of the REMIC I Regular
                           Interest I-LT1, _____% of the amount remaining after
                           application of clause (a), until the Uncertificated
                           Balance of such REMIC I Regular Interest is reduced
                           to zero and any remaining amounts to the Holders of
                           the Class R-I Certificates;

                                    (c) to the Holders of the REMIC I Regular
                           Interest I-LT2, REMIC I Regular Interest I-LT3, REMIC
                           I Regular Interest I-LT4, REMIC I Regular Interest
                           I-LT5, REMIC I Regular Interest I-LT6, REMIC I
                           Regular Interest I-LT7 and REMIC I Regular Interest
                           I-LT8, ____% of the amount remaining after
                           application of clause (a), in the same proportion as
                           principal payments are allocated to the related
                           Corresponding Certificate, until the Uncertificated


                                     - 97 -
<PAGE>

                           Balances of such REMIC I Regular Interests are
                           reduced to zero, and any remaining amounts to the
                           Holders of the Class R-I Certificates;

                                    (d) to the Holders of the REMIC I Regular
                           Interest I-LT9, _____% of the amount remaining after
                           application of clause (a), until the Uncertificated
                           Balance of such REMIC I Regular Interest is reduced
                           to zero and any remaining amounts to the Holders of
                           the Class R-I Certificates;

PROVIDED, HOWEVER, that _____% and ____% of any principal payments that are
attributable to a Overcollateralization Reduction Amount shall be allocated to
Holders of the REMIC I Regular Interest I- LT1 and REMIC I Regular Interest
I-LT9, respectively.

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

                  (i) any amounts paid as either Uncertificated Interest paid or
         accrued to the REMIC I Regular Interests (other than REMIC I Regular
         Interest I-LTP) shall be deemed to have been paid to the related
         Uncertificated Corresponding Component in REMIC II in accordance with
         the REMIC II Remittance Rates and any amounts deferred on REMIC I
         Regular Interest I-LT9 pursuant to Section 4.01(A)(1)(A) shall be
         deemed to have been deferred with respect to REMIC II Regular Interest
         II-LT9; and

                  (ii) any amounts paid as principal on the REMIC I Regular
         Interests shall be deemed to have been paid to the related
         Uncertificated Corresponding Component in REMIC II in accordance with
         the same priorities and conditions.

                  (2) On each Distribution Date, the Trust Administrator shall
         withdraw from the Distribution Account an amount equal to the Available
         Distribution Amount (other than any amount in the Distribution Account
         that was transferred from the Policy Payments Account to the
         Distribution Account pursuant to Section 9.04) and distribute to the
         Certificateholders the following amounts, in the following order of
         priority:

                  (i) (a) to the Holders of the Class A Certificates, in an
         amount (allocable among such Certificates PRO RATA in accordance with
         the respective amounts payable as to each pursuant to this clause (i))
         equal to the aggregate of the Interest Distribution Amounts for such
         Distribution Date for such Certificates;

                  (ii) to the Holders of the Class A Certificates, in an amount
         equal to the Principal Distribution Amount (except for any portion
         thereof


                                     - 98 -
<PAGE>

         consisting of any Overcollateralization Increase Amount and any amount
         payable pursuant to clause (iii) below), in the priorities and amounts
         set forth in Section 4.01(a)(3) below, until the Certificate Principal
         Balances of such Certificates have been reduced to zero;

                  (iii) to the Holders of the Class A Certificates in the
         priorities and amounts set forth in Section 4.01(a)(3) below, payable
         from Net Monthly Excess Cashflow (exclusive of any
         Overcollateralization Reduction Amount), in an amount equal to (a) the
         principal portion of any Realized Losses incurred or deemed to have
         been incurred on the Mortgage Loans, applied to reduce the Certificate
         Principal Balances of such Certificates until the aggregate Certificate
         Principal Balance of such Certificates is reduced to zero, plus (b) the
         principal portion of any Realized Losses allocated to such Certificates
         on previous Distribution Dates but not paid under the Policy due to a
         Certificate Insurer Default and not previously paid pursuant to this
         clause (iii)(b);

                  (iv) to the Certificate Insurer, payable from Net Monthly
         Excess Cashflow, to reimburse the Certificate Insurer for claims under
         the Policy, to the extent of Cumulative Insurance Payments;

                  (v) to the Holders of the Class A Certificates in the
         priorities and amounts set forth in Section 4.01(a)(3) below, payable
         from Net Monthly Excess Cashflow, in an amount equal to the portion of
         the Principal Distribution Amount consisting of any
         Overcollateralization Increase Amount, applied to reduce the
         Certificate Principal Balances of such Certificates, until the
         aggregate Certificate Principal Balances of such Certificates is
         reduced to zero;

                  (vi) to the Holders of the Class A Certificates, payable from
         Net Monthly Excess Cashflow, in an amount equal to any Relief Act
         Shortfalls that were allocated pursuant to Section 1.02;

                  (vii) to the Certificate Insurer, payable from Net Monthly
         Excess Cashflow, any amounts remaining due to the Insurer under the
         terms of the Insurance Agreement (including any Premium Supplement);

                  (viii) to the Holders of the Class CE Certificates, payable
         from Net Monthly Excess Cashflow, the Interest Distribution Amount and
         any Overcollateralization Reduction Amount for such Distribution Date;
         and

                  (ix) to the Holders of the Class R-III Certificates, any
         remaining amounts; provided that if such Distribution Date is the
         Distribution Date immediately following the expiration of the latest
         Prepayment Charge term as identified on the Mortgage Loan Schedule or
         any Distribution Date thereafter, then any such remaining amounts will
         be distributed FIRST, to the Holders of the Class P Certificates, until
         the Certificate


                                     - 99 -
<PAGE>

         Principal Balance thereof has been reduced to zero; and SECOND, to the
         Holders of the Class R-III Certificates.

                  (3) On each Distribution Date, the aggregate distributions
         made on such date in respect of the Class A Certificates pursuant to
         Section 4.01(a)(2)(ii), (a)(2)(iii) or (a)(2)(v) above shall be applied
         among the various Classes thereof in the following order of priority:

FIRST, to the holders of the Lockout Certificates, the Lockout Distribution
Percentage of the Principal Distribution Amount, until the Certificate Balance
of such Class has been reduced to zero;

SECOND, to the holders of the Class A-1 Certificates, until the Certificate
Principal Balance of such Class has been reduced to zero;

THIRD, to the holders of the Class A-2 Certificates, until the Certificate
Principal Balance of such Class has been reduced to zero;

FOURTH, to the holders of the Class A-3 Certificates, until the Certificate
Principal Balance of such Class has been reduced to zero;

FIFTH, to the holders of the Class A-4 Certificates, until the Certificate
Principal Balance of such Class has been reduced to zero;

SIXTH, to the holders of the Class A-5 Certificates, until the Certificate
Principal Balance of such Class has been reduced to zero;

SEVENTH, to the holders of the Class A-6 Certificates, until the Certificate
Principal Balance of such Class has been reduced to zero; and

EIGHTH, to the holders of the Lockout Certificates until the Certificate
Principal Balance of such Class has been reduced to zero.

                  Notwithstanding the foregoing priorities, if a Certificate
Insurer Default exists, the sequential nature of distributions of principal
among the Class A Certificates will be disregarded and distributions allocable
to principal will be paid on each succeeding Distribution Date to holders of the
Class A Certificates on a PRO RATA basis, based on the Certificate Principal
Balances thereof.

                  (b) On each Distribution Date, the Trust Administrator shall
withdraw any amounts then on deposit in the Distribution Account that represent
Prepayment Charges collected by either Servicer in connection with the Principal
Prepayment of any of the Mortgage Loans or any Servicer Prepayment Charge
Payment Amount, and shall distribute such amounts to the Holders of the Class P
Certificates. Such distributions shall not be applied to reduce the Certificate
Principal Balance of the Class P Certificates.

                  (c) In addition to making the distributions required pursuant
to Section 4.01(a)(2), on each Distribution Date for which there exists a
Deficiency Amount, the


                                    - 100 -
<PAGE>

Trust Administrator shall withdraw from the Distribution Account any amount
therein that was transferred from the Policy Payments Account to the
Distribution Account pursuant to Section 9.04 and distribute to the Holders of
the Class A Certificates (i) an amount equal to any amount required to be paid
to such Class pursuant to Section 4.01(a)(2)(i) for such Distribution Date
remaining unpaid after giving effect to all distributions made pursuant to
Section 4.01(a)(2) for such Distribution Date, (ii) an amount equal to the
principal portion of any Realized Losses allocated to such Class on such
Distribution Date after giving effect to all distributions made pursuant to
Section 4.01(a)(2) for such Distribution Date and (iii) without duplication, any
other amount constituting a Deficiency Amount.

                  (d) Each Holder of a Class A Certificate, by its acceptance of
such Certificate, hereby agrees that, in the event any distribution is made to
any Holder of a Class A Certificate from amounts paid under the Policy, (i) the
Certificate Insurer shall be subrogated in the manner herein provided to the
rights of the Holder of such Class A Certificate to receive from amounts on
deposit in the Distribution Account the distributions allocable to principal and
interest that would have been distributable to such Holder if no such
distribution to such Holder had been made from amounts paid under the Policy;
and (ii) in addition to the rights of the Holders of the Class A Certificates
that the Certificate Insurer may exercise in accordance with the provisions of
Section 9.01, the Certificate Insurer may exercise any option, vote, right,
power or the like with respect to each Class A Certificate for which Cumulative
Insurance Payments are outstanding.

                  (e) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(f) or
Section 10.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trust Administrator in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Certificates having an
initial aggregate Certificate Principal Balance that is in excess of the lesser
of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
Balance of such Class of Certificates, or otherwise by check mailed by first
class mail to the address of such Holder appearing in the Certificate Register.
The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the Corporate Trust Office
or such other location specified in the notice to Certificateholders of such
final distribution. Payments to the Certificate Insurer on any Distribution Date
will be made by wire transfer of immediately available funds to the account
designated by the Certificate Insurer under the Premium Letter (as defined in
the Insurance Agreement).

                  Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting


                                    - 101 -
<PAGE>

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

                  (f) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. None of the Holders of any Class of Certificates, the Trust
Administrator, the Trustee or the Servicers shall in any way be responsible or
liable to the Holders of any other Class of Certificates in respect of amounts
properly previously distributed on the Certificates.

                  (g) Except as otherwise provided in Section 10.01, whenever
the Trust Administrator expects that the final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the Trust
Administrator shall, no later than three (3) days before the related
Distribution Date, mail to each Holder on such date of such Class of
Certificates and the Certificate Insurer a notice to the effect that:

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

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

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


                                    - 102 -
<PAGE>

fund. If within one year after the final notice any such Certificates shall not
have been surrendered for cancellation, the Trust Administrator shall pay to New
Century Mortgage Securities LLC. all such amounts, and all rights of
non-tendering Certificateholders in or to such amounts shall thereupon cease. No
interest shall accrue or be payable to any Certificateholder on any amount held
in trust by the Trust Administrator as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(f). Any such amounts held in trust by the Trust
Administrator shall be held in an Eligible Account and the Trust Administrator
may direct any depository institution maintaining such account to invest the
funds in one or more Permitted Investments. All income and gain realized from
the investment of funds deposited in such accounts held in trust by the Trust
Administrator shall be for the benefit of the Trust Administrator; PROVIDED,
HOWEVER, that the Trust Administrator shall deposit in such account the amount
of any loss of principal incurred in respect of any such Permitted Investment
made with funds in such accounts immediately upon the realization of such loss.

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

                  Section 4.02 STATEMENTS TO CERTIFICATEHOLDERS.

                  On each Distribution Date, the Trust Administrator shall
prepare and forward by mail to each Holder of the Regular Certificates, a
statement as to the distributions made on such Distribution Date setting forth:

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

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

                           (iii) the aggregate Servicing Fee received by each
                  Servicer and the aggregate Master Servicing Fee received by
                  the Master Servicer during the related Due Period and such
                  other customary information as the Trust Administrator deems
                  necessary or desirable, or which a Certificateholder


                                    - 103 -
<PAGE>

                  reasonably requests, to enable Certificateholders to prepare
                  their tax returns;

                           (iv) the Guaranteed Distribution for such
                  Distribution Date and the respective portions thereof
                  allocable to principal and interest;

                           (v) the amount of any Insurance Payment made to the
                  Class A Certificates on such Distribution Date, the amount of
                  any reimbursement payment made to the Certificate Insurer on
                  such Distribution Date pursuant to Section 4.01(a)(2)(iv) and
                  the amount of Cumulative Insurance Payments after giving
                  effect to any such Insurance Payment to the Class A
                  Certificateholders or any such reimbursement payment to the
                  Certificate Insurer;

                           (vi) the aggregate amount of P&I Advances for such
                  Distribution Date;

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

                           (viii) the number, aggregate principal balance,
                  weighted average remaining term to maturity and weighted
                  average Mortgage Rate of the Mortgage Loans as of the related
                  Due Date;

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

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

                           (xi) 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;

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

                           (xiii) the aggregate amount of Realized Losses
                  incurred during the related Prepayment Period (or, in the case
                  of Bankruptcy Losses


                                    - 104 -
<PAGE>

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

                           (xiv) the aggregate amount of extraordinary Trust
                  Fund expenses withdrawn from the Collection Account or the
                  Distribution Account for such Distribution Date;

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

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

                           (xvii) the Interest Distribution Amounts in respect
                  of each Class of Class A Certificates and the Class CE
                  Certificates for such Distribution Date and, in the case of
                  each Class of Class A Certificates, the portion thereof, if
                  any, paid under the Policy or (in the event of a Deficiency
                  Event) remaining unpaid following the distributions made in
                  respect of the Class A Certificates on such Distribution Date
                  and, in the case of the Class A Certificates or the Class CE
                  Certificates, separately identifying any reduction thereof due
                  to allocations of Realized Losses, Prepayment Interest
                  Shortfalls and Relief Act Interest Shortfalls;

                           (xviii) the aggregate amount of any Prepayment
                  Interest Shortfall for such Distribution Date, to the extent
                  not covered by payments by the Servicers pursuant to Section
                  3.24;

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

                           (xx) the Required Overcollateralized Amount for such
                  Distribution Date;

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

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

                           (xxiii) the Pass-Through Rate applicable to the Class
                  CE Certificates for such Distribution Date.

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



                                    - 105 -
<PAGE>

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

                  On each Distribution Date, the Trust Administrator shall
forward to the Depositor, the Trustee, to each Holder of a Residual Certificate,
the Certificate Insurer and to the Servicers, a copy of the reports forwarded to
the Regular Certificateholders on such Distribution Date and a statement setting
forth the amounts, if any, actually distributed with respect to the Residual
Certificates, respectively, on such Distribution Date.

                  Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall furnish to each Person who at any
time during the calendar year was a Holder of a Residual Certificate a statement
setting forth the amount, if any, actually distributed with respect to the
Residual Certificates, as appropriate, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.

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

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

                  Section 4.03 REMITTANCE REPORTS; P&I ADVANCES.

                  (a) On the Business Day following each Determination Date,
each Servicer shall deliver to the Trust Administrator, the Trustee and the
Certificate Insurer by telecopy (or by such other means as such Servicer, the
Trust Administrator, the Trustee or the Certificate Insurer, as the case may be,
may agree from time to time) a Remittance Report with respect to the related
Distribution Date. On the same date, the related Servicer shall forward to the
Trust Administrator by overnight mail or internet mail an electronic file
containing the information set forth in such Remittance Report


                                    - 106 -
<PAGE>

with respect to the related Distribution Date. The Trust Administrator hereby
agrees to forward a copy of the Remittance Report received from Option One in
electronic format to the Master Servicer by the Business Day following its
receipt thereof. Such Remittance Reports will include (i) the amount of P&I
Advances to be made by the related Servicer in respect of the related
Distribution Date, the aggregate amount of P&I Advances outstanding after giving
effect to such P&I Advances, and the aggregate amount of Nonrecoverable P&I
Advances in respect of such Distribution Date and (ii) such other information
with respect to the Mortgage Loans as the Trust Administrator may reasonably
require to perform the calculations necessary to make the distributions
contemplated by Section 4.01 and to prepare the statements to Certificateholders
contemplated by Section 4.02. Not later than the close of business on the third
Business Day prior to the Distribution Date, the Trust Administrator shall
deliver or cause to be delivered to the Certificate Insurer, in addition to the
information provided on the Remittance Report, a report setting forth (i) the
Guaranteed Distribution for such Distribution Date, separately identifying the
portions thereof allocable to principal and interest; (ii) the Available
Distribution Amount for such Distribution Date; (iii) whether the Available
Distribution Amount expected to be on deposit in the Distribution Account on
such Distribution Date will be sufficient to cover the Guaranteed Distribution
and, if not, the amount of the shortfall; (iv) with respect to any reimbursement
to be made to the Certificate Insurer on such Distribution Date pursuant to
Section 4.01(a)(2)(iv), the amount, if any, allocable to principal and the
amount allocable to interest; and (v) Cumulative Insurance Payments after giving
effect to the distributions to be made on such Distribution Date. The Trust
Administrator shall not be responsible (except with regard to any information
regarding the Prepayment Charges to the extent set forth below) to recompute,
recalculate or verify any information provided to it by the Servicers.
Notwithstanding the foregoing, in connection with any Principal Prepayment on
any Mortgage Loan listed on Schedule 2 hereto, the Trust Administrator shall
verify that the related Prepayment Charge was delivered to the Trust
Administrator for deposit in the Distribution Account in the amount set forth on
such Schedule 2 or that such Prepayment Charge was waived in accordance with the
terms hereof.

                  (b) The amount of P&I Advances to be made by each Servicer for
any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i)
the aggregate amount of Monthly Payments (with each interest portion thereof net
of the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans (other than with respect to any Balloon Loan with a delinquent
Balloon Payment as described in clause (iii) below), which Monthly Payments were
delinquent as of the close of business on the related Determination Date, plus
(ii) with respect to each REO Property (other than with respect to any REO
Property relating to a Balloon Loan with a Delinquent Balloon Payment as
described in clause (iv) below), which REO Property was acquired during or prior
to the related Prepayment Period and as to which REO Property an REO Disposition
did not occur during the related Prepayment Period, an amount equal to the
excess, if any, of the REO Imputed Interest on such REO Property for the most
recently ended calendar month, over the net income from such REO Property
transferred to the Distribution Account pursuant to Section 3.23 for
distribution on such Distribution Date, plus (iii) with respect to each Balloon
Loan with a delinquent Balloon Payment, an amount equal to the assumed monthly
principal and interest payment (with each interest


                                    - 107 -
<PAGE>

portion thereof net of the related Servicing Fee) that would have been due on
the related Due Date based on the original principal amortization schedule for
such Balloon Loan assuming such Mortgage Loan was not a Balloon Loan, plus (iv)
with respect to each REO Property relating to a Balloon Loan with a delinquent
Balloon Payment, which REO Property was acquired during or prior to the related
Prepayment Period and as to which REO Property an REO Disposition did not occur
during the related Prepayment Period, an amount equal to the excess, if any, of
the assumed monthly principal and interest payment (with each interest portion
thereof net of the related Servicing Fee) that would have been due on the
related Due Date based on the original principal amortization schedule for the
related Balloon Loan assuming such Mortgage Loan was not a Balloon Loan, over
the net income from such REO Property transferred to the Distribution Account
pursuant to Section 3.23 for distribution on such Distribution Date.

                  On or before 5:00 p.m. New York time on the Servicer
Remittance Date, each Servicer shall remit in immediately available funds to the
Trust Administrator for deposit in the Distribution Account an amount equal to
the aggregate amount of P&I Advances, if any, to be made in respect of the
Mortgage Loans and REO Properties for the related Distribution Date either (i)
from its own funds or (ii) from the Collection Account, to the extent of funds
held therein for future distribution (in which case it will cause to be made an
appropriate entry in the records of Collection Account that amounts held for
future distribution have been, as permitted by this Section 4.03, used by such
Servicer in discharge of any such P&I Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of P&I Advances to be
made by such Servicer with respect to the Mortgage Loans and REO Properties. Any
amounts held for future distribution and so used shall be appropriately
reflected in the related Servicer's records and replaced by the such Servicer by
deposit in the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Distribution Amount for the related
Distribution Date (determined without regard to P&I 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 on
such Distribution Date if such amounts held for future distributions had not
been so used to make P&I Advances. The Trust Administrator will provide notice
to the Trustee, the applicable Servicer and the Certificate Insurer by telecopy
by the close of business on the Business Day immediately following the Servicer
Remittance Date in the event that the amount remitted by such Servicer to the
Trust Administrator on such date is less than the P&I Advances required to be
made by such Servicer for the related Distribution Date.

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

                  (d) Notwithstanding anything herein to the contrary, no P&I
Advance or Servicing Advance shall be required to be made hereunder by either
Servicer if such P&I Advance or Servicing Advance would, if made, constitute a
Nonrecoverable P&I


                                    - 108 -
<PAGE>

Advance or Nonrecoverable Servicing Advance, respectively. The determination by
either Servicer that it has made a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing
Advance, if made, would constitute a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an
Officers' Certificate of such Servicer delivered to the Depositor, the Trust
Administrator, the Trustee and the Certificate Insurer.

                  (e) If, at the close of business on the third Business Day
prior to any Distribution Date, the funds on deposit in the Distribution Account
are less than the Guaranteed Distribution for such Distribution Date, the Trust
Administrator shall give notice by telephone or telecopy of the amount of such
deficiency, confirmed in writing in the form set forth as Exhibit A to the
Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as
defined in the Policy), if any, at or before 10:00 a.m., New York time, on the
second Business Day prior to such Distribution Date.

                  Section 4.04 ALLOCATION OF REALIZED LOSSES.

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

                  (b) All Realized Losses on the Mortgage Loans allocated to any
REMIC II Regular Interest pursuant to Section 4.04(c) on the Mortgage Loans
shall be allocated by the Trust Administrator on each Distribution Date as
follows: FIRST, to Net Monthly Excess Cashflow; SECOND, to the Class CE
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and THIRD, among the Class A Certificates on a PRO RATA basis. All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above to
the Certificate Principal Balance of any Class of Certificates shall be to the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each case
to be allocated to such Class of Certificates, on such Distribution Date. No
allocations of Realized Losses


                                    - 109 -
<PAGE>

pursuant to this Section 4.04 shall affect any liability of the Certificate
Insurer with respect to such amounts under the Policy.

                  Any allocation of Realized Losses to a Class A Certificate on
any Distribution Date shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated; any allocation of Realized Losses to
a Class CE Certificate shall be made by reducing the amount otherwise payable in
respect thereof pursuant to Section 4.01(a)(2)(viii). No allocations of any
Realized Losses shall be made to the Certificate Principal Balance of the Class
P Certificates.

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

                  (c) All Realized Losses on the Mortgage Loans shall be
allocated by the Trust Administrator on each Distribution Date to the following
REMIC I Regular Interests in the specified percentages, as follows: first, to
Uncertificated Interest payable to the REMIC I Regular Interest I-LT1 and REMIC
I Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest
Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
Balances of the REMIC I Regular Interest I-LT1 and REMIC I Regular Interest
I-LT9 up to an aggregate amount equal to the REMIC I Principal Loss Allocation
Amount, 98% and 2%, respectively; third, 98% to the Uncertificated Balance of
REMIC I Regular Interest I-LT1, 1% to the Uncertificated Balances of REMIC I
Regular Interest I-LT2, REMIC I Regular Interest I-LT3, REMIC I Regular Interest
I-LT4, REMIC I Regular Interest I-LT5, REMIC I Regular Interest I-LT6, REMIC I
Regular Interest I-LT7 and REMIC I Regular Interest I-LT8 on a PRO RATA basis
and 1% to REMIC I Regular Interest I-LT9.

                  (d) All Realized Losses on the REMIC II Regular Interests
shall be allocated by the Trust Administrator on each Distribution Date among
the REMIC II Regular Interests in the proportion that Realized Losses are
allocated to the related Uncertificated Corresponding Component; Realized Losses
allocated to principal on REMIC I Regular Interest I-LT2, REMIC I Regular
Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5,
REMIC I Regular Interest I-LT6, REMIC I Regular Interest I-LT7 and REMIC I
Regular Interest I-LT8 shall be allocated to REMIC II Regular Interest II-LT2,
REMIC II Regular Interest II-LT3, REMIC II Regular Interest II-LT4, REMIC II
Regular Interest II-LT5, REMIC II Regular Interest II-LT6, REMIC II Regular
Interest II-LT7 and REMIC II Regular Interest II-LT8, respectively.

                  As used herein, an allocation of a Realized Loss on a "PRO
RATA basis" among the REMIC I Regular Interests (other than REMIC I Regular
Interest I-LTP) means an allocation on a PRO RATA basis among the REMIC I
Regular Interests (other than


                                    - 110 -
<PAGE>

REMIC I Regular Interest I-LTP) on the basis of their then outstanding
Uncertificated Balances, in each case prior to giving effect to distributions to
be made on such Distribution Date.

                  Section 4.05 COMPLIANCE WITH WITHHOLDING REQUIREMENTS.

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

                  Section 4.06 EXCHANGE COMMISSION; ADDITIONAL INFORMATION.

                  Within 15 days after each Distribution Date, the Trust
Administrator shall file with the Commission via the Electronic Data Gathering
and Retrieval System, a Form 8-K with a copy of the statement to
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
_________________, the Trust Administrator shall file a Form 15 Suspension
Notification with respect to the Trust Fund, if applicable. Prior to
______________, the Trust Administrator shall file a Form 10-K, substantially in
the form attached hereto as Exhibit H, with respect to the Trust Fund. The
Depositor hereby grants to the Trust Administrator a limited power of attorney
to execute and file each such document on behalf of the Depositor. Such power of
attorney shall continue until the earlier of (i) receipt by the Trust
Administrator from the Depositor of written termination of such power of
attorney and (ii) the termination of the Trust Fund. Upon request, the Trust
Administrator shall deliver to the Depositor a copy of any Form 8-K or Form 10-K
filed pursuant to this Section 4.06.



                                    - 111 -
<PAGE>

                                   ARTICLE V
                                THE CERTIFICATES

                  Section 5.01 THE CERTIFICATES.

                  (a) The Certificates in the aggregate will represent the
entire beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I.

                  The Certificates will be substantially in the forms annexed
hereto as Exhibits A-1 through A-12. The Certificates of each Class will be
issuable in registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof. Each Certificate will share
ratably in all rights of the related Class.

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

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


                                    - 112 -
<PAGE>

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

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

                  If (i)(A) the Depositor advises the Trust Administrator in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Depository or (iii) after the occurrence of a Servicer Event of
Default, Certificate Owners representing in the aggregate not less than 51% of
the Ownership Interests of the Book-Entry Certificates advise the Trust
Administrator through the Depository, in writing, that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Certificate Owners, the Trust Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trust Administrator of the Book-Entry Certificates
by the Book-Entry Custodian or the Depository, as applicable, accompanied by
registration instructions from the Depository for registration of transfer, the
Trust Administrator shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of $10,000, except that any
beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $10,000 immediately prior to the issuance of a Definitive
Certificate shall be issued in a minimum denomination equal to the amount
represented by such Book-Entry


                                    - 113 -
<PAGE>

Certificate. None of the Depositor, the Servicers, the Trust Administrator or
the Trustee shall be liable for any delay in the delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trust Administrator, to the extent
applicable with respect to such Definitive Certificates, and the Trust
Administrator shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

                  Section 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF
                               CERTIFICATES.

                  (a) The Trust Administrator shall cause to be kept at one of
the offices or agencies to be appointed by the Trust Administrator in accordance
with the provisions of Section 8.11 a Certificate Register for the Certificates
in which, subject to such reasonable regulations as it may prescribe, the Trust
Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.

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

                  (c) No transfer of a Class CE Certificate, Class P Certificate
or Residual Certificate or any interest therein shall be made to any Plan
subject to ERISA or


                                    - 114 -
<PAGE>

Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person acquiring such Certificates with "Plan Assets" of
a Plan within the meaning of the Department of Labor regulation promulgated at
29 C.F.R. ss. 2510.3-101 ("Plan Assets") unless the Depositor, the Trust
Administrator, the Trustee, the Certificate Insurer and the Servicers are
provided with an Opinion of Counsel which establishes to the satisfaction of the
Depositor, the Trust Administrator, the Trustee, the Certificate Insurer and the
Servicers that the purchase of such Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, either Servicer,
the Trust Administrator, the Trustee, the Certificate Insurer or the Trust Fund
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the
Servicers, the Trust Administrator, the Trustee, the Certificate Insurer or the
Trust Fund. In lieu of such Opinion of Counsel, any prospective Transferee of
such Certificates may provide a certification in the form of Exhibit G to this
Agreement (or other form acceptable to the Depositor, the Trust Administrator,
the Trustee, the Certificate Insurer and the Servicers), which the Trust
Administrator may rely upon without further inquiry or investigation. Neither an
Opinion of Counsel nor any certification will be required in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets) and the Trust Administrator shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trust
Administrator, shall be a written representation) from the Depositor of the
status of such transferee as an affiliate of the Depositor.

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

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

                           (B)      In connection with any proposed Transfer of
                                    any Ownership Interest in a Residual
                                    Certificate, the Trust Administrator shall
                                    require delivery to it, and shall not
                                    register the Transfer of any Residual
                                    Certificate until its receipt of, an
                                    affidavit and agreement (a "Transfer
                                    Affidavit and Agreement," in the form
                                    attached hereto as


                                    - 115 -
<PAGE>

                                    Exhibit F-2) from the proposed Transferee,
                                    in form and substance satisfactory to the
                                    Trust Administrator, representing and
                                    warranting, among other things, that such
                                    Transferee is a Permitted Transferee, that
                                    it is not acquiring its Ownership Interest
                                    in the Residual Certificate that is the
                                    subject of the proposed Transfer as a
                                    nominee, trustee or agent for any Person
                                    that is not a Permitted Transferee, that for
                                    so long as it retains its Ownership Interest
                                    in a Residual Certificate, it will endeavor
                                    to remain a Permitted Transferee, and that
                                    it has reviewed the provisions of this
                                    Section 5.02(d) and agrees to be bound by
                                    them.

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

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

                           (E)      Each Person holding or acquiring an
                                    Ownership Interest in a Residual
                                    Certificate, by purchasing an Ownership
                                    Interest in such Certificate, agrees to give
                                    the Trust Administrator written notice that
                                    it is a "pass-through interest holder"
                                    within the meaning of temporary Treasury
                                    regulation Section 1.67- 3T(a)(2)(i)(A)
                                    immediately upon acquiring an Ownership
                                    Interest in a Residual Certificate, if it
                                    is, or is holding an Ownership Interest in a
                                    Residual Certificate on behalf of, a
                                    "pass-through interest holder."

                           (ii) The Trust Administrator will register the
                  Transfer of any Residual Certificate only if it shall have
                  received the Transfer Affidavit and Agreement and all of such
                  other documents as shall have been reasonably required by the
                  Trust Administrator as a condition to such registration. In
                  addition, no Transfer of a Residual Certificate shall be


                                    - 116 -
<PAGE>

                  made unless the Trust Administrator shall have received a
                  representation letter from the Transferee of such Certificate
                  to the effect that such Transferee is a Permitted Transferee.

                           (iii) (A) If any purported Transferee shall become a
                  Holder of a Residual Certificate in violation of the
                  provisions of this Section 5.02(d), then the last preceding
                  Permitted Transferee shall be restored, to the extent
                  permitted by law, to all rights as holder thereof retroactive
                  to the date of registration of such Transfer of such Residual
                  Certificate. The Trust Administrator shall be under no
                  liability to any Person for any registration of Transfer of a
                  Residual Certificate that is in fact not permitted by this
                  Section 5.02(d) or for making any payments due on such
                  Certificate to the holder thereof or for taking any other
                  action with respect to such holder under the provisions of
                  this Agreement.

                           (B)      If any purported Transferee shall become a
                                    holder of a Residual Certificate in
                                    violation of the restrictions in this
                                    Section 5.02(d) and to the extent that the
                                    retroactive restoration of the rights of the
                                    holder of such Residual Certificate as
                                    described in clause (iii)(A) above shall be
                                    invalid, illegal or unenforceable, then the
                                    Trust Administrator shall have the right,
                                    without notice to the holder or any prior
                                    holder of such Residual Certificate, to sell
                                    such Residual Certificate to a purchaser
                                    selected by the Trust Administrator on such
                                    terms as the Trust Administrator may choose.
                                    Such purported Transferee shall promptly
                                    endorse and deliver each Residual
                                    Certificate in accordance with the
                                    instructions of the Trust Administrator.
                                    Such purchaser may be the Trust
                                    Administrator itself or any Affiliate of the
                                    Trust Administrator. The proceeds of such
                                    sale, net of the commissions (which may
                                    include commissions payable to the Trust
                                    Administrator or its Affiliates), expenses
                                    and taxes due, if any, will be remitted by
                                    the Trust Administrator to such purported
                                    Transferee. The terms and conditions of any
                                    sale under this clause (iii)(B) shall be
                                    determined in the sole discretion of the
                                    Trust Administrator, and the Trust
                                    Administrator shall not be liable to any
                                    Person having an Ownership Interest in a
                                    Residual Certificate as a result of its
                                    exercise of such discretion.

                           (iv) The Trust Administrator shall make available to
                  the Internal Revenue Service and those Persons specified by
                  the REMIC Provisions all information necessary to compute any
                  tax imposed (A) as a result of the Transfer of an Ownership
                  Interest in a Residual Certificate to any Person who is a
                  Disqualified Organization, including the information described
                  in Treasury regulations sections 1.860D-1(b)(5) and
                  1.860E-2(a)(5) with


                                    - 117 -
<PAGE>

                  respect to the "excess inclusions" of such Residual
                  Certificate and (B) as a result of any regulated investment
                  company, real estate investment trust, common trust fund,
                  partnership, trust, estate or organization described in
                  Section 1381 of the Code that holds an Ownership Interest in a
                  Residual Certificate having as among its record holders at any
                  time any Person which is a Disqualified Organization.
                  Reasonable compensation for providing such information may be
                  accepted by the Trust Administrator.

                           (v) The provisions of this Section 5.02(d) set forth
                  prior to this subsection (v) may be modified, added to or
                  eliminated, provided that there shall have been delivered to
                  the Trust Administrator at the expense of the party seeking to
                  modify, add to or eliminate any such provision the following:

                           (A)      written notification from each Rating Agency
                                    to the effect that the modification,
                                    addition to or elimination of such
                                    provisions will not cause such Rating Agency
                                    to downgrade its then-current ratings of any
                                    Class of Certificates; and

                           (B)      an Opinion of Counsel, in form and substance
                                    satisfactory to the Trust Administrator, to
                                    the effect that such modification of,
                                    addition to or elimination of such
                                    provisions will not cause any of REMIC I,
                                    REMIC II or REMIC III to cease to qualify as
                                    a REMIC and will not cause any of REMIC I,
                                    REMIC II or REMIC III, as the case may be,
                                    to be subject to an entity-level tax caused
                                    by the Transfer of any Residual Certificate
                                    to a Person that is not a Permitted
                                    Transferee or a Person other than the
                                    prospective transferee to be subject to a
                                    REMIC-tax caused by the Transfer of a
                                    Residual Certificate to a Person that is not
                                    a Permitted Transferee.

                  (e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the Trust
Administrator maintained for such purpose pursuant to Section 8.11, the Trust
Administrator shall execute, authenticate and deliver, in the name of the
designated Transferee or Transferees, one or more new Certificates of the same
Class of a like aggregate Percentage Interest.

                  (f) At the option of the Holder thereof, any Certificate may
be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Trust Administrator
maintained for such purpose pursuant to Section 8.11. Whenever any Certificates
are so surrendered for exchange the Trust Administrator shall execute,
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented


                                    - 118 -
<PAGE>

or surrendered for transfer or exchange shall (if so required by the Trust
Administrator) be duly endorsed by, or be accompanied by a written instrument of
transfer in the form satisfactory to the Trust Administrator duly executed by,
the Holder thereof or his attorney duly authorized in writing.

                  (g) No service charge to the Certificateholders shall be made
for any transfer or exchange of Certificates, but the Trust Administrator may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  (h) All Certificates surrendered for transfer and exchange
shall be canceled and destroyed by the Trust Administrator in accordance with
its customary procedures.

                  Section 5.03 MUTILATED, DESTROYED, LOST OR STOLEN
                               CERTIFICATES.

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

                  Section 5.04 PERSONS DEEMED OWNERS.

                  The Depositor, each Servicer, the Trust Administrator, the
Trustee, the Certificate Insurer and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, and none of the Depositor, the Servicers,
the Trust Administrator, the Trustee or any agent of any of them shall be
affected by notice to the contrary.

                  Section 5.05 CERTAIN AVAILABLE INFORMATION.

                  On or prior to the date of the first sale of any Class CE
Certificate, Class P Certificate or Residual Certificate to an Independent third
party, the Depositor shall provide to the Trust Administrator ten copies of any
private placement memorandum or


                                    - 119 -
<PAGE>

other disclosure document used by the Depositor in connection with the offer and
sale of such Certificate. In addition, if any such private placement memorandum
or disclosure document is revised, amended or supplemented at any time following
the delivery thereof to the Trust Administrator, the Depositor promptly shall
inform the Trust Administrator of such event and shall deliver to the Trust
Administrator ten copies of the private placement memorandum or disclosure
document, as revised, amended or supplemented. The Trust Administrator shall
maintain at its Corporate Trust Office and shall make available free of charge
during normal business hours for review by any Holder of a Certificate or any
Person identified to the Trust Administrator as a prospective transferee of a
Certificate, originals or copies of the following items: (i) in the case of a
Holder or prospective transferee of a Class CE Certificate, Class P Certificate
or Residual Certificate, the related private placement memorandum or other
disclosure document relating to such Class of Certificates, in the form most
recently provided to the Trust Administrator; and (ii) in all cases, (A) this
Agreement and any amendments hereof entered into pursuant to Section 12.01, (B)
all monthly statements required to be delivered to Certificateholders of the
relevant Class pursuant to Section 4.02 since the Closing Date, and all other
notices, reports, statements and written communications delivered to the
Certificateholders of the relevant Class pursuant to this Agreement since the
Closing Date, (C) all certifications delivered by a Responsible Officer of the
Trust Administrator since the Closing Date pursuant to Section 11.01(h), (D) any
and all Officers' Certificates delivered to the Trust Administrator by either
Servicer since the Closing Date to evidence such Servicer's determination that
any P&I Advance or Servicing Advance was, or if made, would be a Nonrecoverable
P&I Advance or Nonrecoverable Servicing Advance, respectively, and (E) any and
all Officers' Certificates delivered to the Trust Administrator by the Servicers
since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
and all of the foregoing items will be available from the Trust Administrator
upon request at the expense of the Person requesting the same.



                                    - 120 -
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                                   ARTICLE VI
                         THE DEPOSITOR AND THE SERVICERS

                  Section 6.01 LIABILITY OF THE DEPOSITOR AND THE SERVICERS.

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

                  Section 6.02 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE
                               SERVICERS.

                  Subject to the following paragraph, the Depositor will keep in
full effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation. Subject to the following paragraph,
each Servicer will keep in full effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation. The
Depositor and each Servicer will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

                  The Depositor or either Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor or such Servicer shall be a party, or any Person
succeeding to the business of the Depositor or such Servicer, shall be the
successor of the Depositor or such Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
PROVIDED, HOWEVER, that the successor or surviving Person to such Servicer shall
be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac;
and provided further that the Rating Agencies' ratings and shadow ratings of the
Class A Certificates in effect immediately prior to such merger or consolidation
will not be qualified, reduced or withdrawn as a result thereof (as evidenced by
a letter to such effect from the Rating Agencies).

                  Section 6.03 LIMITATION ON LIABILITY OF THE DEPOSITOR, THE
                               SERVICERS AND OTHERS.

                  None of the Depositor, either Servicer or any of the
directors, officers, employees or agents of the Depositor or either 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, either Servicer or any such
person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Depositor or such
Servicer pursuant hereto, or against any liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties or by


                                    - 121 -
<PAGE>

reason of reckless disregard of obligations and duties hereunder. The Depositor,
each Servicer and any director, officer, employee or agent of the Depositor or
such Servicer may rely in good faith on any document of any kind which, PRIMA
FACIE, is properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, each Servicer and any director, officer,
employee or agent of the Depositor or such Servicer shall be indemnified and
held harmless by the Trust Fund against any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense relating to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor either
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under this
Agreement and, in its opinion, does not involve it in any expense or liability;
PROVIDED, HOWEVER, that each of the Depositor and each Servicer may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Agreement and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, unless the
Depositor or either Servicer acts without the consent of the Certificate Insurer
prior to a Certificate Insurer Default or without the consent of Holders of
Certificates entitled to at least 51% of the Voting Rights after a Certificate
Insurer Default, the legal expenses and costs of such action and any liability
resulting therefrom (except any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and each Servicer shall be entitled to be reimbursed therefor from the
Collection Account as and to the extent provided in Section 3.11, any such right
of reimbursement being prior to the rights of the Certificateholders to receive
any amount in the Collection Account.

                  Section 6.04 LIMITATION ON RESIGNATION OF THE SERVICERS.

                  Neither Servicer nor the Master Servicer shall resign from the
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination pursuant to the preceding sentence permitting the resignation of
the Master Servicer or either Servicer shall be evidenced by an Opinion of
Counsel to such effect obtained at the expense of such Master Servicer or
Servicer and delivered to the Trustee and the Trust Administrator. No
resignation of the Master Servicer or either Servicer shall become effective
until the Master Servicer (if the Master Servicer is not the resigning
Servicer), the Trustee, the Trust Administrator or a successor servicer shall
have assumed such Master Servicer's or Servicer's responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment of
such successor) and obligations under this Agreement.

                  Except as expressly provided herein, neither Servicer nor the
Master Servicer shall assign or transfer any of its rights, benefits or
privileges hereunder to any


                                    - 122 -
<PAGE>

other Person, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by such Master Servicer or Servicer hereunder. The foregoing
prohibition on assignment shall not prohibit either Servicer from designating a
Subservicer as payee of any indemnification amount payable to the related
Servicer hereunder; PROVIDED, HOWEVER, that as provided in Section 3.06 hereof,
no Subservicer shall be a third-party beneficiary hereunder and the parties
hereto shall not be required to recognize any Subservicer as an indemnitee under
this Agreement. If, pursuant to any provision hereof, the duties of the Master
Servicer or either Servicer are transferred to a successor servicer, the entire
amount of the Master Servicing Fee or Servicing Fee and other compensation
payable to such Master Servicer or Servicer pursuant hereto shall thereafter be
payable to such successor servicer.

                  Section 6.05 RIGHTS OF THE DEPOSITOR IN RESPECT OF THE
                               SERVICERS.

                  The Master Servicer and each Servicer shall afford (and any
Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the
Depositor, the Trustee, the Trust Administrator and the Certificate Insurer,
upon reasonable notice, during normal business hours, access to all records
maintained by the such Master Servicer or Servicer (and any such Sub-Servicer)
in respect of such Master Servicer's or Servicer's rights and obligations
hereunder and access to officers of such Master Servicer or Servicer (and those
of any such Sub-Servicer) responsible for such obligations. Upon request, the
Master Servicer and each Servicer shall furnish to the Depositor, the Trustee,
the Trust Administrator and the Certificate Insurer its (and any such
Sub-Servicer's) most recent financial statements and such other information
relating to such Master Servicer's or Servicer's capacity to perform its
obligations under this Agreement as it possesses (and that any such Sub-Servicer
possesses). To the extent such information is not otherwise available to the
public, the Depositor, the Trustee, the Trust Administrator and the Certificate
Insurer shall not disseminate any information obtained pursuant to the preceding
two sentences without the Master Servicer's or the related Servicer's written
consent, except as required pursuant to this Agreement or to the extent that it
is appropriate to do so (i) in working with legal counsel, auditors, taxing
authorities or other governmental agencies or (ii) pursuant to any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Depositor, the Trustee, the
Trust Administrator, the Certificate Insurer or the Trust Fund, and in any case,
the Depositor, the Trustee, the Trust Administrator or the Certificate Insurer,
as the case may be, shall use its best efforts to assure the confidentiality of
any such disseminated non-public information. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and each Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer or either
Servicer under this Agreement or exercise the rights of the Master Servicer or
either Servicer under this Agreement; provided that neither Servicer nor the
Master Servicer shall be relieved of any of its obligations under this Agreement
by virtue of such performance by the Depositor or its designee. The Depositor
shall not have any responsibility or liability for any action or failure to act
by the Master Servicer or either Servicer and is not obligated to supervise the
performance of the Master Servicer or either Servicer under this Agreement or
otherwise.



                                    - 123 -
<PAGE>

                                  ARTICLE VII
                                     DEFAULT

                  Section 7.01 SERVICER EVENTS OF DEFAULT.

                  (a) "Servicer Event of Default," wherever used herein, means
any one of the following events; PROVIDED, HOWEVER, that neither Servicer shall
be obligated or liable for any default by the other Servicer:

                           (i) any failure by the related Servicer to remit to
                  the Trust Administrator for distribution to the
                  Certificateholders any payment (other than a P&I Advance
                  required to be made from its own funds on any Servicer
                  Remittance Date pursuant to Section 4.03) required to be made
                  under the terms of the Certificates and this Agreement which
                  continues unremedied for a period of one Business Day after
                  the date upon which written notice of such failure, requiring
                  the same to be remedied, shall have been given to such
                  Servicer by the Depositor, the Certificate Insurer, the
                  Trustee or the Trust Administrator (in which case notice shall
                  be provided by telecopy), or to such Servicer, the Depositor,
                  the Certificate Insurer, the Trustee and the Trust
                  Administrator by the Holders of Certificates entitled to at
                  least 25% of the Voting Rights; or

                           (ii) any failure on the part of the related Servicer
                  duly to observe or perform in any material respect any other
                  of the covenants or agreements on the part of such Servicer
                  contained in this Agreement, or the breach by the related
                  Servicer of any representation and warranty contained in
                  Section 2.05, which continues unremedied for a period of 30
                  days after the earlier of (i) the date on which written notice
                  of such failure, requiring the same to be remedied, shall have
                  been given to the related Servicer by the Depositor, the
                  Certificate Insurer, the Trustee, the Trust Administrator or
                  to the related Servicer, the Depositor, the Certificate
                  Insurer, the Trustee and the Trust Administrator by the
                  Holders of Certificates entitled to at least 25% of the Voting
                  Rights and (ii) actual knowledge of such failure by a
                  Servicing Officer of the related Servicer; or

                           (iii) a decree or order of a court or agency or
                  supervisory authority having jurisdiction in the premises in
                  an involuntary case under any present or future federal or
                  state bankruptcy, insolvency or similar law or the appointment
                  of a conservator or receiver or liquidator in any insolvency,
                  readjustment of debt, marshalling of assets and liabilities or
                  similar proceeding, or for the winding-up or liquidation of
                  its affairs, shall have been entered against the related
                  Servicer and such decree or order shall have remained in force
                  undischarged or unstayed for a period of 90 days; or



                                    - 124 -
<PAGE>

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

                           (v) the related Servicer shall admit in writing its
                  inability to pay its debts generally as they become due, file
                  a petition to take advantage of any applicable insolvency or
                  reorganization statute, make an assignment for the benefit of
                  its creditors, or voluntarily suspend payment of its
                  obligations; or

                           (vi) there shall have occurred, and the Certificate
                  Insurer shall have notified the related Servicer, the Trustee
                  and the Trust Administrator of, an event of default by such
                  Servicer under the Insurance Agreement, provided (except in
                  the case of a default by such Servicer under Section 5.01(f)
                  of the Insurance Agreement) that no Certificate Insurer
                  Default exists; or

                           (vii) any failure of the related Servicer to make any
                  P&I Advance on any Servicer Remittance Date required to be
                  made from its own funds pursuant to Section 4.03 which
                  continues unremedied until 5:00 p.m. New York time on the
                  second Business Day immediately following the Servicer
                  Remittance Date.

Subject to Article IX, if a Servicer Event of Default described in clauses (i)
through (vi) of this Section shall occur, then, and in each and every such case,
so long as such Servicer Event of Default shall not have been remedied, the
Depositor, the Certificate Insurer or the Trustee may (with the consent of the
Certificate Insurer), and at the written direction of the Holders of
Certificates entitled to at least 51% of Voting Rights (with the consent of the
Certificate Insurer), the Trustee shall, by notice in writing to the defaulting
Servicer (and to the Depositor, the Trust Administrator, the Master Servicer and
the Certificate Insurer if given by the Trustee or to the Trustee, the Master
Servicer and the Trust Administrator if given by the Depositor or the
Certificate Insurer), terminate all of the rights and obligations of such
Servicer in its capacity as a Servicer under this Agreement, to the extent
permitted by law, and in and to the Mortgage Loans and the proceeds thereof. In
connection with the foregoing, in the event a Servicer Event of Default has
occurred with respect to Option One, the Master Servicer has the right to
request the Certificate Insurer to terminate all of the rights and obligations
of Option One as Servicer under this Agreement; provided, however such decision
to terminate shall be solely at the discretion of the Certificate Insurer.
Subject to Article IX, if a Servicer Event of Default described in clause (vii)
hereof shall occur, the Trustee shall, by notice in writing to the defaulting
Servicer, the Certificate Insurer, the Master Servicer, the Trust Administrator
and the Depositor, terminate all of the rights and obligations of such Servicer
in its capacity as a Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof. On or after the receipt by the defaulting
Servicer of such written notice, all authority and power of such Servicer under
this Agreement, whether with respect to the Certificates (other than as a Holder
of any Certificate) or the Mortgage


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Loans or the Policy or otherwise, shall pass to and be vested in the Master
Servicer (or if the Master Servicer is the defaulting Servicer, the Trust
Administrator, on behalf of the Trustee) pursuant to and under this Section,
and, without limitation, the Master Servicer (or if the Master Servicer is the
defaulting Servicer, the Trust Administrator, on behalf of the Trustee) is
hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
and deliver, on behalf of and at the expense of such Servicer, any and all
documents and other instruments and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The defaulting Servicer agrees
promptly (and in any event no later than ten Business Days subsequent to such
notice) to provide the Master Servicer (or if the Master Servicer is the
defaulting Servicer, the Trust Administrator) with all documents and records
requested by it to enable it to assume such Servicer's functions under this
Agreement, and to cooperate with the Master Servicer or the Trust Administrator
and the Trustee, as the case may be, in effecting the termination of such
Servicer's responsibilities and rights under this Agreement, including, without
limitation, the transfer within one Business Day to the Master Servicer (or if
the Master Servicer is the defaulting Servicer, the Trust Administrator) for
administration by it of all cash amounts which at the time shall be or should
have been credited by such Servicer to the Collection Account held by or on
behalf of such Servicer, the Distribution Account, the Expense Account, the
Policy Payments Account or any REO Account or Servicing Account held by or on
behalf of such Servicer or thereafter be received with respect to the Mortgage
Loans or any REO Property serviced by such Servicer (PROVIDED, HOWEVER, that the
related Servicer shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the date of such termination,
whether in respect of P&I Advances or otherwise, and shall continue to be
entitled to the benefits of Section 6.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 7.01, each of the Trustee and the Trust Administrator shall not be
deemed to have knowledge of a Servicer Event of Default unless a Responsible
Officer of the Trustee or the Trust Administrator, as applicable, assigned to
and working in the Trustee's or the Trust Administrator's, as the case may be,
Corporate Trust Office has actual knowledge thereof or unless written notice of
any event which is in fact such a Servicer Event of Default is received by the
Trustee or the Trust Administrator, as applicable, and such notice references
the Certificates, the Trust Fund or this Agreement. Notwithstanding the
foregoing, in the event the Master Servicer is terminated as Servicer hereunder,
it shall also be terminated as Master Servicer.

                  Each Servicer hereby covenants and agrees to act as a Servicer
under this Agreement for an initial term, commencing on the Closing Date and
ending on ______________, which term shall be extendable by the Certificate
Insurer for successive terms of three calendar months thereafter, until the
termination of the Trust Fund pursuant to Article X. Each such notice of
extension (a "Servicer Extension Notice") shall be delivered by the Certificate
Insurer to the Trustee, the Trust Administrator and the related Servicer. Each
Servicer hereby agrees that, upon its receipt of any such Servicer Extension
Notice, such Servicer shall become bound for the duration of the term covered by
such Servicer Extension Notice to continue as a Servicer subject


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to and in accordance with the other provisions of this Agreement. The Trust
Administrator agrees that if as of the fifteenth (15th) day prior to the last
day of any term of a Servicer the Trust Administrator shall not have received
any Servicer Extension Notice in respect of that Servicer from the Certificate
Insurer, the Trust Administrator will within five (5) days thereafter, give
written notice of such non-receipt to the Certificate Insurer, the Trustee and
the related Servicer. The failure of the Certificate Insurer to deliver a
Servicer Extension Notice by the end of a calendar term shall result in the
termination of the related Servicer (in its capacity as Servicer and Master
Servicer, in the case of the Master Servicer). If the term of the related
Servicer shall expire without the Certificate Insurer having delivered to such
Servicer a Servicer Extension Notice, but the related Servicer shall continue
without objection from the Trust Administrator, the Trustee or the Certificate
Insurer to perform the functions of servicer hereunder (and in the absence of
ground for termination under any agreement referred to in Section 7.04), the
related Servicer shall be entitled to receive a prorated portion of the
Servicing Fee specified hereunder for the time during which it shall so act;
PROVIDED, that it is understood and agreed that the foregoing provision for
payment of the prorated Servicing Fee is intended solely to avoid unjust
enrichment of the Trust Fund and does not contemplate or give rise to any
implicit renewal of such Servicer's term. The foregoing provisions of this
paragraph shall not apply to the Trust Administrator or the Trustee in the event
the Trust Administrator or the Trustee, as applicable, succeeds to the rights
and obligations of the related Servicer and the Trust Administrator or the
Trustee, as applicable, shall continue in such capacity until the earlier of the
termination of this Agreement pursuant to Article X or the appointment of a
successor servicer, but shall apply to the Master Servicer if the Master
Servicer succeeds to the rights and obligations of Option One as Servicer.

                  Section 7.02 MASTER SERVICER, TRUST ADMINISTRATOR OR TRUSTEE
                               TO ACT; APPOINTMENT OF SUCCESSOR.

                  (a) (1) On and after the time a defaulting Servicer receives a
notice of termination, the Master Servicer (or if the Master Servicer is the
defaulting Servicer, the Trust Administrator and in the event the Trust
Administrator fails in its obligation, the Trustee) shall be the successor in
all respects to such Servicer in its capacity as a Servicer under this Agreement
and the transactions set forth or provided for herein, and all the
responsibilities, duties and liabilities relating thereto and arising thereafter
shall be assumed by the Master Servicer, the Trust Administrator or the Trustee,
as applicable, (except for any representations or warranties of the such
Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.03(c) and the obligation to deposit amounts in respect of
losses pursuant to Section 3.12) by the terms and provisions hereof including,
without limitation, the such Servicer's obligations to make P&I Advances
pursuant to Section 4.03; PROVIDED, HOWEVER, that if the Trust Administrator or
the Trustee, as applicable, is prohibited by law or regulation from obligating
itself to make advances regarding delinquent mortgage loans, then the Trust
Administrator or the Trustee, as applicable, shall not be obligated to make P&I
Advances pursuant to Section 4.03; and provided further, that any failure to
perform such duties or responsibilities caused by such Servicer's failure to
provide information required by Section 7.01 shall not be considered a default
by the Master Servicer, the Trust


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Administrator or the Trustee, as applicable, as successor to such Servicer
hereunder. As compensation therefor, the Master Servicer, the Trust
Administrator or the Trustee, as applicable, shall be entitled to the Servicing
Fee and all funds relating to the Mortgage Loans to which such defaulting
Servicer would have been entitled if it had continued to act hereunder.
Notwithstanding the above and subject to Section 7.02(a)(2) below, the Trust
Administrator or the Trustee, as applicable, may, if it shall be unwilling to so
act, or shall, if it is unable to so act or if it is prohibited by law from
making advances regarding delinquent mortgage loans or if the Certificate
Insurer or if the Holders of Certificates entitled to at least 51% of the Voting
Rights so request in writing to the Trust Administrator or the Trustee, as
applicable, promptly appoint or petition a court of competent jurisdiction to
appoint, an established mortgage loan servicing institution selected by the
Certificate Insurer and acceptable to each Rating Agency and having a net worth
of not less than $15,000,000, as the successor to such defaulting Servicer under
this Agreement in the assumption of all or any part of the responsibilities,
duties or liabilities of such Servicer under this Agreement.

                           (2) No appointment of a successor to a defaulting
                  Servicer under this Agreement shall be effective until the
                  assumption by the successor of all of such Servicer's
                  responsibilities, duties and liabilities hereunder. In
                  connection with such appointment and assumption described
                  herein, the Trust Administrator or the Trustee, as applicable,
                  may make such arrangements for the compensation of such
                  successor out of payments on Mortgage Loans as it and such
                  successor shall agree; PROVIDED, HOWEVER, that no such
                  compensation shall be in excess of that permitted the
                  applicable Servicer as such hereunder. The Depositor, the
                  Master Servicer, the Trustee, the Trust Administrator and such
                  successor shall take such action, consistent with this
                  Agreement, as shall be necessary to effectuate any such
                  succession. Pending appointment of a successor to a defaulting
                  Servicer under this Agreement, the Trust Administrator or the
                  Trustee, as applicable, shall act in such capacity as
                  hereinabove provided.

                  (b) If either Servicer fails to remit to the Trust
Administrator for distribution to the Certificateholders any payment required to
be made under the terms of this Agreement (for purposes of this Section 7.02(b),
a "Remittance") because such Servicer is the subject of a proceeding under the
federal Bankruptcy Code and the making of such Remittance is prohibited by
Section 362 of the federal Bankruptcy Code, the Trust Administrator shall (and
in the event the Trust Administrator fails in its obligation, the Trustee) upon
notice of such prohibition, regardless of whether it has received a notice of
termination under Section 7.01, advance the amount of such Remittance by
depositing such amount in the Distribution Account on the related Distribution
Date. The Trust Administrator or the Trustee, as applicable, shall be obligated
to make such advance only if (i) such advance, in the good faith judgment of the
Trust Administrator or the Trustee, as applicable, can reasonably be expected to
be ultimately recoverable from Stayed Funds and (ii) the Trust Administrator or
the Trustee, as applicable, is not prohibited by law from making such advance or
obligating itself to do so. Upon remittance of the Stayed Funds to the Trust
Administrator or the deposit thereof in the


                                    - 128 -
<PAGE>

Distribution Account by such Servicer, a trustee in bankruptcy or a federal
bankruptcy court, the Trust Administrator or the Trustee, as applicable, may
recover the amount so advanced, without interest, by withdrawing such amount
from the Distribution Account; however, nothing in this Agreement shall be
deemed to affect the Trust Administrator's or Trustee's, as applicable, rights
to recover from such Servicer's own funds interest on the amount of any such
advance. If the Trust Administrator or the Trustee, as the case may be, at any
time makes an advance under this Subsection which it later determines in its
good faith judgment will not be ultimately recoverable from the Stayed Funds
with respect to which such advance was made, the Trust Administrator or the
Trustee, as applicable, shall be entitled to reimburse itself for such advance,
without interest, by withdrawing from the Distribution Account, out of amounts
on deposit therein, an amount equal to the portion of such advance attributable
to the Stayed Funds.

                  Section 7.03 NOTIFICATION TO CERTIFICATEHOLDERS.

                  (a) Upon any termination of either Servicer pursuant to
Section 7.01 above or any appointment of a successor to such Servicer pursuant
to Section 7.02 above, the Trust Administrator shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the
Certificate Register.

                  (b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Servicer Event of Default or five days after a Responsible
Officer of the Trustee or the Trust Administrator becomes aware of the
occurrence of such an event, the Trustee or the Trust Administrator shall
transmit (or, in the case of the Trustee, the Trustee shall cause the Trust
Administrator to transmit) by mail to all Holders of Certificates notice of each
such occurrence, unless such default or Servicer Event of Default shall have
been cured or waived.

                  Section 7.04 WAIVER OF SERVICER EVENTS OF DEFAULT.

                  Subject to Article IX, the Holders representing at least 66%
of the Voting Rights evidenced by all Classes of Certificates affected by any
default or Servicer Event of Default hereunder, with the written consent of the
Certificate Insurer, may waive such default or Servicer Event of Default;
PROVIDED, HOWEVER, that a default or Servicer Event of Default under clause (i)
or (vi) of Section 7.01 may be waived only by all of the Holders of the Regular
Certificates with the written consent of the Certificate Insurer. Upon any such
waiver of a default or Servicer Event of Default, such default or Servicer Event
of Default shall cease to exist and shall be deemed to have been remedied for
every purpose hereunder. No such waiver shall extend to any subsequent or other
default or Servicer Event of Default or impair any right consequent thereon
except to the extent expressly so waived.



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                                  ARTICLE VIII
               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

                  Section 8.01 DUTIES OF TRUSTEE AND TRUST ADMINISTRATOR.

                  Each of the Trustee and the Trust Administrator, prior to the
occurrence of a Servicer Event of Default and after the curing of all Servicer
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. During a
Servicer Event of Default, each of the Trustee and the Trust Administrator shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Any permissive right of the Trustee or the Trust Administrator
enumerated in this Agreement shall not be construed as a duty.

                  Each of the Trustee and the Trust Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to it, 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. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, it shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to its
satisfaction, it will provide notice thereof to the Certificateholders and the
Certificate Insurer.

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

                           (i) Prior to the occurrence of a Servicer Event of
                  Default, and after the curing of all such Servicer Events of
                  Default which may have occurred, the duties and obligations of
                  each of the Trustee and the Trust Administrator shall be
                  determined solely by the express provisions of this Agreement,
                  neither the Trustee nor the Trust Administrator shall be
                  liable except for the performance of such duties and
                  obligations as are specifically set forth in this Agreement,
                  no implied covenants or obligations shall be read into this
                  Agreement against the Trustee or the Trust Administrator and,
                  in the absence of bad faith on the part of the Trustee or the
                  Trust Administrator, as applicable, the Trustee or the Trust
                  Administrator, as the case may be, may conclusively rely, as
                  to the truth of the statements and the correctness of the
                  opinions expressed therein, upon any certificates or opinions
                  furnished to the Trustee or the Trust Administrator, as the
                  case may be, that conform to the requirements of this
                  Agreement;

                           (ii) Neither the Trustee nor the Trust Administrator
                  shall be personally liable for an error of judgment made in
                  good faith by a


                                    - 130 -
<PAGE>

                  Responsible Officer or Responsible Officers of it unless it
                  shall be proved that it was negligent in ascertaining the
                  pertinent facts; and

                           (iii) Neither the Trustee nor the Trust Administrator
                  shall be personally liable with respect to any action taken,
                  suffered or omitted to be taken by it in good faith in
                  accordance with the direction of the Certificate Insurer or
                  Holders of Certificates entitled to at least 25% of the Voting
                  Rights relating to the time, method and place of conducting
                  any proceeding for any remedy available to it or exercising
                  any trust or power conferred upon it under this Agreement.

                  Section 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE
                               TRUST ADMINISTRATOR.

                  (a) Except as otherwise provided in Section 8.01:

                           (i) Each of the Trustee and the Trust Administrator
                  may request and rely upon and shall be protected in acting or
                  refraining from acting upon any resolution, Officers'
                  Certificate, certificate of auditors or any other certificate,
                  statement, instrument, opinion, report, notice, request,
                  consent, order, appraisal, bond or other paper or document
                  reasonably believed by it to be genuine and to have been
                  signed or presented by the proper party or parties;

                           (ii) Each of the Trustee and the Trust Administrator
                  may consult with counsel and any Opinion of Counsel shall be
                  full and complete authorization and protection in respect of
                  any action taken or suffered or omitted by it hereunder in
                  good faith and in accordance with such Opinion of Counsel;

                           (iii) Neither the Trustee nor the Trust Administrator
                  shall be under any obligation to exercise any of the trusts or
                  powers vested in it by this Agreement or to institute, conduct
                  or defend any litigation hereunder or in relation hereto at
                  the request, order or direction of any of the
                  Certificateholders, pursuant to the provisions of this
                  Agreement, unless such Certificateholders shall have offered
                  to the Trustee or the Trust Administrator, as applicable,
                  reasonable security or indemnity against the costs, expenses
                  and liabilities which may be incurred therein or thereby;
                  nothing contained herein shall, however, relieve the Trustee
                  or the Trust Administrator of the obligation, upon the
                  occurrence of a Servicer Event of Default (which has not been
                  cured or waived), to exercise such of the rights and powers
                  vested in it by this Agreement, and to use the same degree of
                  care and skill in their exercise as a prudent person would
                  exercise or use under the circumstances in the conduct of such
                  person's own affairs;



                                    - 131 -
<PAGE>

                           (iv) Neither the Trustee nor the Trust Administrator
                  shall be personally liable for any action taken, suffered or
                  omitted by it in good faith and believed by it to be
                  authorized or within the discretion or rights or powers
                  conferred upon it by this Agreement;

                           (v) Prior to the occurrence of a Servicer Event of
                  Default hereunder and after the curing of all Servicer Events
                  of Default which may have occurred, neither the Trustee nor
                  the Trust Administrator shall be bound to make any
                  investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, consent, order, approval, bond or
                  other paper or document, unless requested in writing to do so
                  by the Certificate Insurer or by Holders of Certificates
                  entitled to at least 25% of the Voting Rights; PROVIDED,
                  HOWEVER, that if the payment within a reasonable time to the
                  Trustee or the Trust Administrator, as applicable, of the
                  costs, expenses or liabilities likely to be incurred by it in
                  the making of such investigation is, in the opinion of the
                  Trustee or the Trust Administrator, as applicable, not
                  reasonably assured to the Trustee or the Trust Administrator,
                  as applicable, by such Certificateholders or the Certificate
                  Insurer, the Trustee or the Trust Administrator, as
                  applicable, may require reasonable indemnity against such
                  expense, or liability from such Certificateholders or the
                  Certificate Insurer as a condition to taking any such action;

                           (vi) Each of the Trustee and the Trust Administrator
                  may execute any of the trusts or powers hereunder or perform
                  any duties hereunder either directly or by or through agents
                  or attorneys; and

                           (vii) Neither the Trustee nor the Trust Administrator
                  shall be personally liable for any loss resulting from the
                  investment of funds held in the Collection Account or the
                  Expense Account at the direction of the related Servicer
                  pursuant to Section 3.12.

                  (b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee or the Trust Administrator, may be
enforced by it without the possession of any of the Certificates, or the
production thereof at the trial or other proceeding relating thereto, and any
such suit, action or proceeding instituted by the Trustee or the Trust
Administrator shall be brought in its name for the benefit of all the Holders of
such Certificates, subject to the provisions of this Agreement.

                  Section 8.03 NEITHER TRUSTEE NOR TRUST ADMINISTRATOR LIABLE
                               FOR CERTIFICATES OR MORTGAGE LOANS.

                  The recitals contained herein and in the Certificates (other
than the signature of the Trustee or the Trust Administrator, on behalf of the
Trustee, the authentication of the Trustee or the Trust Administrator on the
Certificates, the acknowledgments of the Trustee and the Trust Administrator
contained in Article II and the representations and warranties of the Trustee
and the Trust Administrator in Section


                                    - 132 -
<PAGE>

8.12) shall be taken as the statements of the Depositor and neither the Trustee
nor the Trust Administrator assumes any responsibility for their correctness.
Neither the Trustee nor the Trust Administrator makes any representations or
warranties as to the validity or sufficiency of this Agreement (other than as
specifically set forth in Section 8.12) or of the Certificates (other than the
signature of the Trustee, or the Trust Administrator on behalf of the Trustee,
and authentication of the Trustee or the Trust Administrator on the
Certificates) or of any Mortgage Loan or related document. Neither the Trustee
nor the Trust Administrator shall be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
or either Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Collection Account by either Servicer, other than any funds held by or
on behalf of the Trustee or the Trust Administrator in accordance with Section
3.10.

                  Section 8.04 TRUSTEE AND TRUST ADMINISTRATOR MAY OWN
                               CERTIFICATES.

                  Each of the Trustee and the Trust Administrator in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee or Trust
Administrator, as applicable.

                  Section 8.05 TRUSTEE'S AND TRUST ADMINISTRATOR'S FEES AND
                               EXPENSES.

                  The Trust Administrator shall withdraw from the Distribution
Account on each Distribution Date and pay to itself the related portion of the
Administration Fee and pay to the Trustee the related portion of the
Administration Fee and, to the extent that the funds therein are at anytime
insufficient for such purpose, the Master Servicer shall pay such fees. Each of
the Trustee and the Trust Administrator and any director, officer, employee or
agent of the Trustee or the Trust Administrator, as applicable, shall be
indemnified 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 or the Trust Administrator, as applicable, including the
compensation and the expenses and disbursements of its agents and counsel, in
the ordinary course of the Trustee's or Trust Administrator's, as the case may
be, performance in accordance with the provisions of this Agreement) incurred by
the Trustee or the Trust Administrator, as applicable, in connection with any
claim or legal action or any pending or threatened claim or legal action arising
out of or in connection with the acceptance or administration of its obligations
and duties under this Agreement, other than any loss, liability or expense (i)
resulting from any breach of either Servicer's (and in the case of the Trustee,
the Trust Administrator's or in the case of the Trust Administrator, the
Trustee's) obligations in connection with this Agreement, (ii) that constitutes
a specific liability of the Trustee or the Trust Administrator, as applicable,
pursuant to Section 11.01(g) or (iii) any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder or in the case of the Trust Administrator, as a result of a breach of
the Trust Administrator's obligations under Article XI hereof. Each Servicer
agrees to indemnify the Trustee and the Trust Administrator, from, and hold each
harmless against, any loss, liability or expense arising in respect of any
breach by such Servicer of its


                                    - 133 -
<PAGE>

obligations in connection with this Agreement. Such indemnity shall survive the
termination or discharge of this Agreement and the resignation or removal of the
Trustee or the Trust Administrator, as the case may be. Any payment hereunder
made by either Servicer to the Trustee or the Trust Administrator shall be from
such Servicer's own funds, without reimbursement from REMIC I therefor.

                  Section 8.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND TRUST
                               ADMINISTRATOR.

                  Each of the Trustee and the Trust Administrator hereunder
shall at all times be a corporation or an association (other than the Depositor,
either Originator, the Seller, either Servicer or any Affiliate of the
foregoing) organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 (or a
member of a bank holding company whose capital and surplus is at least
$50,000,000) and subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published. In case at any time the Trustee or the Trust
Administrator shall cease to be eligible in accordance with the provisions of
this Section, the Trustee or the Trust Administrator, as the case may be, shall
resign immediately in the manner and with the effect specified in Section 8.07.

                  Section 8.07 RESIGNATION AND REMOVAL OF THE TRUSTEE AND THE
                               TRUST ADMINISTRATOR.

                  Either of the Trustee or the Trust Administrator may at any
time resign and be discharged from the trust hereby created by giving written
notice thereof to the Depositor, the Certificate Insurer, each Servicer and to
the Certificateholders and, if the Trustee is resigning, to the Trust
Administrator, or, if the Trust Administrator is resigning, to the Trustee. Upon
receiving such notice of resignation, the Depositor shall, with the written
consent of the Certificate Insurer, promptly appoint a successor trustee or
trust administrator (which may be the same Person in the event both the Trustee
and the Trust Administrator resign or are removed) by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee or Trust
Administrator and to the successor trustee or trust administrator, as
applicable.

                  A copy of such instrument shall be delivered to the
Certificateholders, the Certificate Insurer, the Trustee or Trust Administrator,
as applicable, and each Servicer by the Depositor. If no successor trustee or
trust administrator shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee or Trust Administrator, as applicable, may petition any court of
competent jurisdiction for the appointment of a successor trustee or trust
administrator, as applicable.



                                    - 134 -
<PAGE>

                  If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor or the
Certificate Insurer (or in the case of the Trust Administrator, the Trustee), or
if at any time the Trustee or the Trust Administrator shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or the Trust Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Trust Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor (or in the case of the Trust Administrator, the
Trustee) may remove the Trustee or the Trust Administrator, as applicable, and
appoint a successor trustee or trust administrator (which may be the same Person
in the event both the Trustee and the Trust Administrator resign or are removed)
by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Trust Administrator, as the case may be, so removed and to the
successor trustee or trust administrator. A copy of such instrument shall be
delivered to the Certificateholders, the Certificate Insurer, the Trustee or the
Trust Administrator, as applicable, and each Servicer by the Depositor.

                  The Certificate Insurer or the Holders of Certificates
entitled to at least 51% of the Voting Rights, with the written consent of the
Certificate Insurer, may at any time remove the Trustee or the Trust
Administrator and appoint a successor trustee or trust administrator by written
instrument or instruments, in triplicate, signed by the Certificate Insurer or
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, one complete set to the
Trustee or the Trust Administrator, as the case may be, so removed and one
complete set to the successor so appointed. A copy of such instrument shall be
delivered to the Certificateholders, the Certificate Insurer and each Servicer
by the Depositor. In addition, if the Trustee has knowledge that the Trust
Administrator has breached any of its duties under this Agreement, the Trustee,
with the consent of the Certificate Insurer, may remove the Trust Administrator
in the same manner as provided in the prior sentence. For purposes of this
Section, the Trustee shall not be deemed to have knowledge of a breach by the
Trust Administrator of any of its duties hereunder, unless a Responsible Officer
of the Trustee, assigned to and working in the Trustee's Corporate Trust Office
has actual knowledge thereof or unless written notice of any event which is in
fact such a breach is received by the Trustee, and such notice references the
Certificates, the Trust Fund or this Agreement.

                  Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor trustee or trust administrator, as
the case may be, pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee or
trust administrator as provided in Section 8.08. Notwithstanding the foregoing,
in the event the Trust Administrator advises the Trustee that it is unable to
continue to perform its obligations pursuant to the terms of this Agreement
prior to the appointment of a successor, the Trustee shall be obligated to
perform such obligations until a new trust administrator is appointed. Such
performance shall be without prejudice to any claim by a party hereto or
beneficiary hereof resulting from the Trust Administrator's breach of its
obligations hereunder.



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                  Section 8.08 SUCCESSOR TRUSTEE OR TRUST ADMINISTRATOR.

                  Any successor trustee or trust administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Certificate Insurer, the Trustee or the Trust Administrator, as
applicable, and its predecessor trustee or trust administrator an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee or trust administrator shall become effective and
such successor trustee or trust administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or trust administrator herein. The predecessor trustee or trust
administrator shall deliver to the successor trustee or trust administrator all
Mortgage Files and related documents and statements to the extent held by it
hereunder, as well as all moneys, held by it hereunder, and the Depositor and
the predecessor trustee or trust administrator shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee or trust
administrator all such rights, powers, duties and obligations.

                  No successor trustee or trust administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor trustee or trust administrator shall be eligible under the
provisions of Section 8.06 and the appointment of such successor trustee or
trust administrator shall not result in a downgrading of any Class of
Certificates by either Rating Agency, as evidenced by a letter from each Rating
Agency.

                  Upon acceptance of appointment by a successor trustee or trust
administrator as provided in this Section, the Depositor shall mail notice of
the succession of such trustee or trust administrator hereunder to the
Certificate Insurer and to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee or trust
administrator, the successor trustee or trust administrator shall cause such
notice to be mailed at the expense of the Depositor.

                  Notwithstanding anything to the contrary contained herein, so
long as no Certificate Insurer Default has occurred and is continuing, the
appointment of any successor trustee or trust administrator pursuant to any
provision of this Agreement will be subject to the prior written consent of the
Certificate Insurer.

                  Section 8.09 MERGER OR CONSOLIDATION OF TRUSTEE OR TRUST
                               ADMINISTRATOR.

                  Any corporation or association into which either the Trustee
or the Trust Administrator may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee or the Trust Administrator, as
the case may be, shall be a party, or any corporation or association succeeding
to the business of the Trustee or the Trust Administrator, as applicable, shall
be the successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association


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<PAGE>

shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

                  Section 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Trustee 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 REMIC I, and to vest in such Person or Persons, in such
capacity, such title to REMIC I, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and
trusts as the Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to a defaulting Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to REMIC I or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.

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

                  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


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exercised by the Trustee to the extent permitted by law, without the appointment
of a new or successor trustee or co-trustee.

                  Section 8.11 APPOINTMENT OF OFFICE OR AGENCY.

                  The Trust Administrator will appoint an office or agency in
the City of St. Paul, Minnesota where the Certificates may be surrendered for
registration of transfer or exchange, and presented for final distribution, and
where notices and demands to or upon the Trust Administrator in respect of the
Certificates and this Agreement may be served.

                  Section 8.12 REPRESENTATIONS AND WARRANTIES.

                  Each of the Trustee and the Trust Administrator hereby
represents and warrants to each Servicer, the Depositor, the Trustee or the
Trust Administrator, as applicable, and the Certificate Insurer, as of the
Closing Date, that:

                           (i) It is a national banking association duly
                  organized, validly existing and in good standing under the
                  laws of the United States of America.

                           (ii) The execution and delivery of this Agreement by
                  it, and the performance and compliance with the terms of this
                  Agreement by it, will not violate its articles of association
                  or bylaws or constitute a default (or an event which, with
                  notice or lapse of time, or both, would constitute a default)
                  under, or result in the breach of, any material agreement or
                  other instrument to which it is a party or which is applicable
                  to it or any of its assets.

                           (iii) It has the full power and authority to enter
                  into and consummate all transactions contemplated by this
                  Agreement, has duly authorized the execution, delivery and
                  performance of this Agreement, and has duly executed and
                  delivered this Agreement.

                           (iv) This Agreement, assuming due authorization,
                  execution and delivery by the other parties hereto,
                  constitutes a valid, legal and binding obligation of it,
                  enforceable against it in accordance with the terms hereof,
                  subject to (A) applicable bankruptcy, insolvency,
                  receivership, reorganization, moratorium and other laws
                  affecting the enforcement of creditors' rights generally, and
                  (B) general principles of equity, regardless of whether such
                  enforcement is considered in a proceeding in equity or at law.

                           (v) It is not in violation of, and its execution and
                  delivery of this Agreement and its performance and compliance
                  with the terms of this Agreement will not constitute a
                  violation of, any law, any order or decree of any court or
                  arbiter, or any order, regulation or demand of any federal,
                  state or local governmental or regulatory authority, which
                  violation, in its good faith and reasonable judgment, is
                  likely to affect materially and


                                    - 138 -
<PAGE>

                  adversely either the ability of it to perform its obligations
                  under this Agreement or its financial condition.

                           (vi) No litigation is pending or, to the best of its
                  knowledge, threatened against it, which would prohibit it from
                  entering into this Agreement or, in its good faith reasonable
                  judgment, is likely to materially and adversely affect either
                  the ability of it to perform its obligations under this
                  Agreement or its financial condition.



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                                   ARTICLE IX
                CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER

                  Section 9.01 RIGHTS OF THE CERTIFICATE INSURER TO EXERCISE
                               RIGHTS OF CLASS A CERTIFICATEHOLDERS.

                  Each of the Depositor, the Servicers, the Trust Administrator
and the Trustee, and, by accepting its Certificate, each Class A
Certificateholder, agrees that unless a Certificate Insurer Default has occurred
and is continuing, the Certificate Insurer shall have the right to exercise all
rights of the Class A Certificateholders under this Agreement (except as
provided in clause (i) of the second paragraph of Section 12.01) without any
further consent of the Class A Certificateholders, including, without
limitation:

                  (a) the right to direct foreclosures upon Mortgage Loans upon
failure of the related Servicer to do so;

                  (b) the right to require the Seller or the Depositor to
repurchase or substitute for Mortgage Loans pursuant to Section 2.03;

                  (c) the right to give notices of breach or to terminate the
rights and obligations of either Servicer as Servicer pursuant to Section 7.01;

                  (d) the right to direct the actions of the Trustee and the
Trust Administrator during the continuance of a Servicer Event of Default
pursuant to Sections 7.01 and 7.02;

                  (e) the right to consent to or direct any waivers of Servicer
Events of Default pursuant to Section 7.04;

                  (f) the right to direct the Trustee and the Trust
Administrator to investigate certain matters pursuant to Section 8.02(a)(v); and

                  (g) the right to remove the Trustee or the Trust Administrator
pursuant to Section 8.07 hereof.

                  In addition, each Class A Certificateholder agrees that,
unless a Certificate Insurer Default has occurred and is continuing, the rights
specifically set forth above may be exercised by the Class A Certificateholders
only with the prior written consent of the Certificate Insurer.

                  Section 9.02 TRUSTEE AND THE TRUST ADMINISTRATOR TO ACT SOLELY
                               WITH CONSENT OF THE CERTIFICATE INSURER.

                  Unless a Certificate Insurer Default has occurred and is
continuing, neither the Trustee nor the Trust Administrator shall:

                  (a) agree to any amendment pursuant to Section 12.01; or



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<PAGE>

                  (b) undertake any litigation pursuant to Section 8.02(a)(iii);

without the prior written consent of the Certificate Insurer, which consent
shall not be unreasonably withheld.

                  Section 9.03 TRUST FUND AND ACCOUNTS HELD FOR BENEFIT OF THE
                               CERTIFICATE INSURER.

                  The Trustee and the Trust Administrator shall hold the Trust
Fund and the Mortgage Files for the benefit of the Certificateholders and the
Certificate Insurer and all references in this Agreement (including, without
limitation, in Sections 2.01 and 2.02) and in the Certificates to the benefit of
Holders of the Certificates shall be deemed to include the Certificate Insurer.
Each of the Trustee and the Trust Administrator shall cooperate in all
reasonable respects with any reasonable request by the Certificate Insurer for
action to preserve or enforce the Certificate Insurer's rights or interests
under this Agreement and the Certificates.

                  Each Servicer hereby acknowledges and agrees that it shall
service and administer the related Mortgage Loans and any REO Properties, and
shall maintain the Collection Account and any REO Account, for the benefit of
the Certificateholders and for the benefit of the Certificate Insurer, and all
references in this Agreement (including, without limitation, in Sections 3.01
and 3.10) to the benefit of or actions on behalf of the Certificateholders shall
be deemed to include the Certificate Insurer. Unless a Certificate Insurer
Default has occurred and is continuing, neither Servicer shall terminate any
Sub- Servicing Agreements without cause without the prior consent of the
Certificate Insurer. Unless a Certificate Insurer Default has occurred and is
continuing, neither Servicer nor the Depositor shall undertake any litigation
pursuant to Section 6.03 (other than litigation to enforce their respective
rights hereunder) without the prior consent of the Certificate Insurer.

                  Section 9.04 CLAIMS UPON THE POLICY; POLICY PAYMENTS ACCOUNT.

                  (a) If, by the close of business on the third Business Day
prior to a Distribution Date, the Trust Administrator determines that a
Deficiency Amount for any Distribution Date is greater than zero, then the Trust
Administrator shall give notice to the Certificate Insurer by telephone or
telecopy of the amount of such Deficiency Amount. Such notice of such Deficiency
Amount shall be confirmed in writing in the form set forth as Exhibit A to the
Endorsement of the Policy, to the Certificate Insurer and the Fiscal Agent (as
defined in the Policy), if any, at or before 10:00 a.m. New York time on the
second Business Day prior to such Distribution Date. Following Receipt (as
defined in the Policy) by the Certificate Insurer of such notice in such form,
the Certificate Insurer or the Fiscal Agent will pay any amount payable under
the Policy on the later to occur of (i) 12:00 noon New York time on the second
Business Day following such receipt and (ii) 12:00 noon New York time on the
Distribution Date to which such deficiency relates, as provided in the
Endorsement to the Policy.



                                    - 141 -
<PAGE>

                  (b) The Trust Administrator shall establish a separate special
purpose trust account for the benefit of Holders of the Class A Certificates and
the Certificate Insurer referred to herein as the "Policy Payments Account" over
which the Trust Administrator shall have exclusive control and sole right of
withdrawal. The Trust Administrator shall deposit any amount paid under the
Policy in the Policy Payments Account and distribute such amount only for
purposes of payment to Holders of Class A Certificates of the Guaranteed
Distribution for which a claim was made, and such amount may not be applied to
satisfy any costs, expenses or liabilities of either Servicer, the Master
Servicer, the Trustee, the Trust Administrator or the Trust Fund. Amounts paid
under the Policy shall be transferred to the Distribution Account in accordance
with the next succeeding paragraph and disbursed by the Trust Administrator to
Holders of Class A Certificates in accordance with Section 4.01(c) or Section
10.01, as applicable. It shall not be necessary for such payments to be made by
checks or wire transfers separate from the checks or wire transfers used to pay
the Guaranteed Distribution with other funds available to make such payment.
However, the amount of any payment of principal of or interest on the Class A
Certificates to be paid from funds transferred from the Policy Payments Account
shall be noted as provided in paragraph (c) below in the Certificate Register
and in the statement to be furnished to Holders of the Class A Certificates
pursuant to Section 4.02. Funds held in the Policy Payments Account shall not be
invested.

                  On any Distribution Date with respect to which a claim has
been made under the Policy, the amount of any funds received by the Trust
Administrator as a result of any claim under the Policy, to the extent required
to make the Guaranteed Distribution on such Distribution Date, shall be
withdrawn from the Policy Payments Account and deposited in the Distribution
Account and applied by the Trust Administrator, together with the other funds to
be withdrawn from the Distribution Account pursuant to Section 4.01(c) or
Section 10.01, as applicable, directly to the payment in full of the Guaranteed
Distribution due on the Class A Certificates. Funds received by the Trust
Administrator as a result of any claim under the Policy shall be deposited by
the Trust Administrator in the Policy Payments Account and used solely for
payment to the Holders of the Class A Certificates and may not be applied to
satisfy any costs, expenses or liabilities of the Servicers, the Trustee, the
Trust Administrator or the Trust Fund. Any funds remaining in the Policy
Payments Account on the first Business Day following a Distribution Date shall
be remitted to the Certificate Insurer, pursuant to the instructions of the
Certificate Insurer, by the end of such Business Day.

                  (c) The Trust Administrator shall keep a complete and accurate
record of the amount of interest and principal paid in respect of any Class A
Certificate from moneys received under the Policy. The Certificate Insurer shall
have the right to inspect such records at reasonable times during normal
business hours upon one Business Day's prior notice to the Trust Administrator.

                  (d) The Trustee and the Trust Administrator shall promptly
notify the Certificate Insurer and Fiscal Agent of any proceeding or the
institution of any action, of which a Responsible Officer of the Trustee or the
Trust Administrator, as applicable, has actual knowledge, seeking the avoidance
as a preferential transfer under applicable


                                    - 142 -
<PAGE>

bankruptcy, insolvency, receivership or similar law (a "Preference Claim") of
any Guaranteed Distribution made with respect to the Class A Certificates. Each
Holder of the Class A Certificates, by its purchase of such Certificates, the
Servicers, the Trust Administrator and the Trustee hereby agree that the
Certificate Insurer (so long as no Certificate Insurer Default has occurred and
is continuing) may at any time during the continuation of any proceeding
relating to a Preference Claim direct all matters relating to such Preference
Claim, including, without limitation, (i) the direction of any appeal of any
order relating to such Preference Claim and (ii) the posting of any surety,
supersedeas or performance bond pending any such appeal. In addition and without
limitation of the foregoing, the Certificate Insurer shall be subrogated to the
rights of the Master Servicer, the Servicers, the Trustee, the Trust
Administrator and each Holder of the Class A Certificates in the conduct of any
such Preference Claim, including, without limitation, all rights of any party to
an adversary proceeding action with respect to any court order issued in
connection with any such Preference Claim.

                  Section 9.05 EFFECT OF PAYMENTS BY THE CERTIFICATE INSURER;
                               SUBROGATION.

                  Anything herein to the contrary notwithstanding, any payment
with respect to principal of or interest on any of the Class A Certificates
which is made with moneys received pursuant to the terms of the Policy shall not
be considered payment of such Class A Certificates from the Trust Fund and shall
not result in the payment of or the provision for the payment of the principal
of or interest on such Certificates within the meaning of Section 4.01. The
Depositor, the Master Servicer, each Servicer, the Trustee and the Trust
Administrator acknowledge, and each Holder by its acceptance of a Class A
Certificate agrees, that without the need for any further action on the part of
the Certificate Insurer, the Depositor, the Servicers, the Master Servicer, the
Trustee or the Trust Administrator (a) to the extent the Certificate Insurer
makes payments, directly or indirectly, on account of principal of or interest
on any Class A Certificates to the Holders of such Certificates, the Certificate
Insurer will be fully subrogated to the rights of such Holders to receive such
principal and interest from the Trust Fund and (b) the Certificate Insurer shall
be paid such principal and interest but only from the sources and in the manner
provided herein for the payment of such principal and interest.

                  The Trustee, the Trust Administrator, the Master Servicer and
the Servicers shall cooperate in all respects with any reasonable request by the
Certificate Insurer for action to preserve or enforce the Certificate Insurer's
rights or interests under this Agreement without limiting the rights or
affecting the interests of the Holders as otherwise set forth herein.

                  Section 9.06 NOTICES TO THE CERTIFICATE INSURER.

                  All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to any of the
Certificateholders shall also be sent to the Certificate Insurer.



                                    - 143 -
<PAGE>

                  Section 9.07 THIRD-PARTY BENEFICIARY.

                  The Certificate Insurer shall be a third-party beneficiary of
this Agreement, entitled to enforce the provisions hereof as if a party hereto.

                  Section 9.08 TRUST ADMINISTRATOR TO HOLD THE POLICY.

                  The Trust Administrator, on behalf of the Trustee, will hold
the Policy in trust as agent for the Holders of the Class A Certificates for the
purpose of making claims thereon and distributing the proceeds thereof. Upon the
later of (i) the date upon which the Certificate Principal Balances of the Class
A Certificates have been reduced to zero and all Guaranteed Distributions have
been made and (ii) the date the Term of the Policy (as defined in the Policy)
ends, the Trust Administrator, on behalf of the Trustee, shall surrender the
Policy to the Certificate Insurer for cancellation. Neither the Policy nor the
amounts paid on the Policy will constitute part of the Trust Fund or assets of
any REMIC created by this Agreement. Each Holder of Class A Certificates, by
accepting its Certificates, appoints the Trustee and the Trust Administrator as
attorneys-in-fact for the purpose of making claims on the Policy.



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                                    ARTICLE X
                                   TERMINATION

                  Section 10.01 TERMINATION UPON REPURCHASE OR LIQUIDATION OF
                                ALL MORTGAGE LOANS.

                  (a) Subject to Section 10.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicers, the
Master Servicer, the Trustee and the Trust Administrator (other than the
obligations of the Servicers to the Trustee and the Trust Administrator pursuant
to Section 8.05 and of the Servicers to provide for and the Trust Administrator
to make payments in respect of the REMIC I Regular Interests, the REMIC II
Regular Interests or the Classes of Certificates as hereinafter set forth) shall
terminate upon payment to the Certificateholders and the deposit of all amounts
held by or on behalf of the Trustee and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier to
occur of (i) the purchase by the Terminator (as defined below) of all Mortgage
Loans and each REO Property remaining in REMIC I and (ii) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in REMIC I; PROVIDED, HOWEVER, that in no event
shall the trust created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof. Subject to Section 3.11 hereof, the purchase by the Terminator of all
Mortgage Loans and each REO Property remaining in REMIC I shall be at a price
(the "Termination Price") equal to the greater of (A) the aggregate Purchase
Price of all the Mortgage Loans included in REMIC I, plus the appraised value of
each REO Property, if any, included in REMIC I, such appraisal to be conducted
by an appraiser mutually agreed upon by the Terminator and the Trustee in their
reasonable discretion (and approved by the Certificate Insurer in its reasonable
discretion) and (B) the aggregate fair market value of all of the assets of
REMIC I (as determined by the Terminator, the Certificate Insurer (to the extent
the Certificate Insurer is not the Terminator) and the Trustee, as of the close
of business on the third Business Day next preceding the date upon which notice
of any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Section 10.01); PROVIDED, HOWEVER, that in the event the
Majority Class CE Certificateholder is the Terminator, and subject to Section
3.11 hereof, the purchase by the Majority Class CE Certificateholder of all
Mortgage Loans and each REO Property remaining in REMIC I shall be at a price
equal to the greater of: (i) the amount designated in clause (A) above or (ii)
the lesser of (x) the sum of the amount designated in clause (A) above and any
amounts due under the Insurance Agreement and (y) the amount designated in
clause (B) above.

                  (b) The Majority Class CE Certificateholder shall have the
right and, to the extent the Majority Class CE Certificateholder fails to
exercise such right, the Certificate Insurer shall have the right and, to the
extent neither the Majority Class CE Certificateholder nor the Certificate
Insurer exercises such right, the Master Servicer shall have the right (the
party exercising such right, the "Terminator"), to purchase all of the Mortgage
Loans and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately


                                    - 145 -
<PAGE>

preceding the Distribution Date on which the Certificates will be
retired; PROVIDED, HOWEVER, that the Terminator may elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i)
above only if the aggregate Stated Principal Balance of the Mortgage Loans and
each REO Property remaining in the Trust Fund at the time of such election is
reduced to less than 10%, in the event the Majority Class CE Certificateholder
is the Terminator, or 5%, in the event the Master Servicer or the Certificate
Insurer is the Terminator, in each case of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date. By acceptance of the Class
R-I Certificates, the Holder of the Class R-I Certificates agrees, in connection
with any termination hereunder, to assign and transfer any amounts in excess of
par, and to the extent received in respect of such termination, to pay any such
amounts to the Holders of the Class CE Certificates.

                  (c) Notice of the liquidation of the REMIC I Regular Interests
shall be given promptly by the Trust Administrator by letter to
Certificateholders and the Certificate Insurer mailed (a) in the event such
notice is given in connection with the purchase of the Mortgage Loans and each
REO Property by the Terminator, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates or (b) otherwise during the month of such final distribution on
or before the Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and the final payment
in respect of the REMIC I Regular Interests, the REMIC II Regular Interests and
the Certificates will be made upon presentation and surrender of the related
Certificates at the office of the Trust Administrator therein designated, (ii)
the amount of any such final payment, (iii) that no interest shall accrue in
respect of the REMIC I Regular Interests, the REMIC II Regular Interests or the
Certificates from and after the Interest Accrual Period relating to the final
Distribution Date therefor and (iv) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Trust
Administrator. In the event such notice is given in connection with the purchase
of all of the Mortgage Loans and each REO Property remaining in REMIC I by the
Terminator, the Terminator shall deliver to the Trust Administrator for deposit
in the Distribution Account not later than the last Business Day of the month
next preceding the month of the final distribution on the Certificates an amount
in immediately available funds equal to the above-described purchase price. The
Trust Administrator shall remit to each Servicer from such funds deposited in
the Distribution Account (i) any amounts which the related Servicer would be
permitted to withdraw and retain from the Collection Account pursuant to Section
3.11 and (ii) any other amounts otherwise payable by the Trust Administrator to
the related Servicer from amounts on deposit in the Distribution Account
pursuant to the terms of this Agreement, in each case prior to making any final
distributions pursuant to Section 10.01(d) below. Upon certification to the
Trust Administrator by a Servicing Officer (a copy of which certification shall
be delivered to the Certificate Insurer) of the making of such final deposit,
the Trust Administrator shall promptly release to the Terminator the Mortgage
Files for the remaining Mortgage Loans, and the Trustee shall execute all
assignments, endorsements and other instruments necessary to effectuate such
transfer.



                                    - 146 -
<PAGE>

                  (d) Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, the Trust Administrator shall
distribute to each Certificateholder so presenting and surrendering its
Certificates the amount otherwise distributable on such Distribution Date in
accordance with Section 4.01 in respect of the Certificates so presented and
surrendered. Any funds not distributed to any Holder or Holders of Certificates
being retired on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust and credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to this
Section 10.01 shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trust Administrator shall mail a
second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trust
Administrator shall, directly or through an agent, (i) mail a final notice to
the remaining non-tendering Certificateholders concerning surrender of their
Certificates and (ii) pay to the Certificate Insurer any amount of such funds
which were paid by the Certificate Insurer under the Policy but shall continue
to hold any remaining funds for the benefit of non-tendering Certificateholders,
and all liability of the Certificate Insurer with respect to such funds shall
thereupon cease. The costs and expenses of maintaining the funds in trust and of
contacting such Certificateholders shall be paid out of the assets remaining in
the trust funds. If within one year after the final notice any such Certificates
shall not have been surrendered for cancellation, the Trust Administrator shall
pay to New Century Mortgage Securities LLC all such amounts, and all rights of
non-tendering Certificateholders in or to such amounts shall thereupon cease. No
interest shall accrue or be payable to any Certificateholder on any amount held
in trust by the Trust Administrator as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 10.01. Any such amounts held in trust by the Trust
Administrator shall be held in an Eligible Account and the Trust Administrator
may direct any depository institution maintaining such account to invest the
funds in one or more Permitted Investments. All income and gain realized from
the investment of funds deposited in such accounts held in trust by the Trust
Administrator shall be for the benefit of the Trust Administrator; PROVIDED,
HOWEVER, that the Trust Administrator shall deposit in such account the amount
of any loss of principal incurred in respect of any such Permitted Investment
made with funds in such accounts immediately upon the realization of such loss.

                  Immediately following the deposit of funds in trust hereunder
in respect of the Certificates, the Trust Fund shall terminate.

                  Section 10.02 ADDITIONAL TERMINATION REQUIREMENTS.

                  (a) In the event that the Terminator purchases all the
Mortgage Loans and each REO Property or the final payment on or other
liquidation of the last Mortgage Loan or REO Property remaining in REMIC I
pursuant to Section 10.01 or Section 10.02, the Trust Fund shall be terminated
in accordance with the following additional requirements:



                                    - 147 -
<PAGE>

                           (i) The Trustee shall specify the first day in the
                  90-day liquidation period in a statement attached to REMIC
                  I's, REMIC II's and REMIC III's final Tax Return pursuant to
                  Treasury regulation Section 1.860F-1 and shall satisfy all
                  requirements of a qualified liquidation under Section 860F of
                  the Code and any regulations thereunder, as evidenced by an
                  Opinion of Counsel obtained at the expense of the Terminator;

                           (ii) During such 90-day liquidation period and, at or
                  prior to the time of making of the final payment on the
                  Certificates, the Trustee shall sell all of the assets of
                  REMIC I to the Terminator for cash; and

                           (iii) At the time of the making of the final payment
                  on the Certificates, the Trust Administrator shall distribute
                  or credit, or cause to be distributed or credited, to the
                  Holders of the Residual Certificates all cash on hand in the
                  Trust Fund (other than cash retained to meet claims), and the
                  Trust Fund shall terminate at that time.

                  (b) At the expense of the requesting Terminator (or, if the
Trust Fund is being terminated as a result of the occurrence of the event
described in clause (ii) of the first paragraph of Section 10.01, at the expense
of the Trust Administrator without the right of reimbursement from the Trust
Fund), the Trust Administrator shall prepare or cause to be prepared the
documentation required in connection with the adoption of a plan of liquidation
of each of REMIC I, REMIC II and REMIC III pursuant to this Section 10.02.

                  (c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trustee to specify the 90-day liquidation period
for each of REMIC I, REMIC II and REMIC III, which authorization shall be
binding upon all successor Certificateholders.



                                    - 148 -
<PAGE>

                                   ARTICLE XI
                                REMIC PROVISIONS

                  Section 11.01 REMIC ADMINISTRATION.

                  (a) The Trustee shall elect to treat each of REMIC I, REMIC II
and REMIC III as a REMIC under the Code and, if necessary, under applicable
state law. Each such election will be made by the Master Servicer on behalf of
the Trustee on Form 1066 or other appropriate federal tax or information return
or any appropriate state return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued. For the purposes of the
REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be
designated as the Regular Interests in REMIC I and the Class R-I Certificates
shall be designated as the Residual Interests in REMIC I. The REMIC II Regular
Interests shall be designated as the Regular Interests in REMIC II and the Class
R-II Certificates shall be designated as the Residual Interests in REMIC II. The
Class A Certificates, the Class CE Certificates and the Class P Certificates
shall be designated as the Regular Interests in REMIC III and the Class R-III
Certificates shall be designated as the Residual Interests in REMIC III. Neither
the Trustee nor the Trust Administrator shall permit the creation of any
"interests" in REMIC I, REMIC II or REMIC III (within the meaning of Section
860G of the Code) other than the REMIC I Regular Interests, the REMIC II Regular
Interests and the interests represented by the Certificates.

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

                  (c) The Master Servicer shall pay out of its own funds,
without any right of reimbursement, any and all expenses relating to any tax
audit of the Trust Fund (including, but not limited to, any professional fees or
any administrative or judicial proceedings with respect to any REMIC I, REMIC II
or REMIC III that involve the Internal Revenue Service or state tax
authorities), other than the expense of obtaining any tax related Opinion of
Counsel except as specified herein. The Master Servicer, as agent for all of
REMIC I's, REMIC II's and REMIC III's tax matters person shall (i) act on behalf
of the Trust Fund in relation to any tax matter or controversy involving any of
REMIC I, REMIC II or REMIC III and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The holder of the largest
Percentage Interest of each Class of Residual Certificates shall be designated,
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the
related REMIC created hereunder. By their acceptance thereof, the holder of the
largest Percentage Interest of each Class of Residual Certificates hereby agrees
to irrevocably appoint the Master Servicer or an Affiliate as its agent to
perform all of the duties of the tax matters person for the Trust Fund.

                  (d) The Master Servicer shall prepare and the Trustee shall
sign and the Trust Administrator shall file all of the Tax Returns in respect of
each REMIC created


                                    - 149 -
<PAGE>

hereunder. The expenses of preparing and filing such returns shall be borne by
the Master Servicer without any right of reimbursement therefor.

                  (e) The Master Servicer shall perform on behalf of each of
REMIC I, REMIC II and REMIC III all reporting and other tax compliance duties
that are the responsibility of such REMIC under the Code, the REMIC Provisions
or other compliance guidance issued by the Internal Revenue Service or any state
or local taxing authority. Among its other duties, as required by the Code, the
REMIC Provisions or other such compliance guidance, the Master Servicer shall
provide (i) to any Transferor of a Residual Certificate such information as is
necessary for the application of any tax relating to the transfer of a Residual
Certificate to any Person who is not a Permitted Transferee, (ii) to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required) and (iii) to the Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the representative of REMIC I,
REMIC II and REMIC III. The Depositor shall provide or cause to be provided to
the Master Servicer, within ten (10) days after the Closing Date, all
information or data that the Master Servicer reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.

                  (f) The Master Servicer, each Servicer, the Trustee and the
Trust Administrator shall take such action and shall cause each REMIC created
hereunder to take such action as shall be necessary to create or maintain the
status thereof as a REMIC under the REMIC Provisions. The Master Servicer, the
Servicers, the Trustee and the Trust Administrator shall not take any action,
cause the Trust Fund to take any action or fail to take (or fail to cause to be
taken) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of REMIC I, REMIC II or REMIC III
as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee and the Trust Administrator have received an Opinion of
Counsel, addressed to the Trustee, the Trust Administrator and the Certificate
Insurer (at the expense of the party seeking to take such action but in no event
at the expense of the Trust Administrator or the Trustee) to the effect that the
contemplated action will not, with respect to any of REMIC I, REMIC II or REMIC
III, endanger such status or result in the imposition of such a tax, nor shall
the Master Servicer or the Servicers take or fail to take any action (whether or
not authorized hereunder) as to which the Trustee or the Trust Administrator has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action; provided
that the Master Servicer and the Servicers may conclusively rely on such Opinion
of Counsel and shall incur no liability for its action or failure to act in
accordance with such Opinion of Counsel. In addition, prior to taking any action
with respect to any of REMIC I, REMIC II or REMIC III or the respective assets
of each, or causing REMIC I, REMIC II or REMIC III to take any action, which is
not contemplated under the terms of this


                                    - 150 -
<PAGE>

Agreement, the Master Servicer and the Servicers will consult with the Trustee
and the Trust Administrator or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to REMIC I,
REMIC II or REMIC III, and neither the Master Servicer nor the Servicers shall
take any such action or cause REMIC I, REMIC II or REMIC III to take any such
action as to which the Trustee or the Trust Administrator has advised it in
writing that an Adverse REMIC Event could occur; provided that the Master
Servicer and the Servicers may conclusively rely on such writing and shall incur
no liability for its action or failure to act in accordance with such writing.
The Trust Administrator and the Trustee may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not permitted by this Agreement, but in no event shall such cost be
an expense of the Trustee or the Trust Administrator, as applicable. At all
times as may be required by the Code, the Trust Administrator, the Trustee, the
Master Servicer, or each Servicer will ensure that substantially all of the
assets of both REMIC I and REMIC II will consist of "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code, to the extent such obligations are within
such party's control and not otherwise inconsistent with the terms of this
Agreement.

                  (g) In the event that any tax is imposed on "prohibited
transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of such REMIC as defined
in Section 860G(c) of the Code, on any contributions to any such REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trust Administrator pursuant to Section
11.03 hereof, if such tax arises out of or results from a breach by the Trust
Administrator of any of its obligations under this Article XI, (ii) to the
Trustee pursuant to Section 11.03 hereof, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article XI,
(iii) to the Master Servicer or the related Servicer pursuant to Section 11.03
hereof, if such tax arises out of or results from a breach by the Master
Servicer or such Servicer of any of its obligations under Article III or this
Article XI, or (iv) against amounts on deposit in the Distribution Account and
shall be paid by withdrawal therefrom.

                  (h) On or before April 15 of each calendar year, commencing
April 15, 200_, the Master Servicer and each Servicer shall deliver to each
Rating Agency an Officer's Certificate of the Master Servicer and each Servicer
stating the Master Servicer's or such Servicer's compliance with this Article
XI.

                  (i) The Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to each of REMIC I, REMIC II
and REMIC III on a calendar year and on an accrual basis.

                  (j) Following the Startup Day, the Master Servicer, the
Servicers, the Trustee and the Trust Administrator shall not accept any
contributions of assets to any of REMIC I, REMIC II or REMIC III other than in
connection with any Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03 unless it shall have


                                    - 151 -
<PAGE>

received an Opinion of Counsel to the effect that the inclusion of such assets
in the Trust Fund will not cause the related REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding or subject such REMIC to any
tax under the REMIC Provisions or other applicable provisions of federal, state
and local law or ordinances.

                  (k) None of the Trustee, the Trust Administrator, the Master
Servicer or the Servicers shall enter into any arrangement by which REMIC I,
REMIC II or REMIC III will receive a fee or other compensation for services nor
permit either REMIC to receive any income from assets other than "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.

                  Section 11.02 PROHIBITED TRANSACTIONS AND ACTIVITIES.

                  None of the Depositor, the Master Servicer, the Servicers, the
Trust Administrator or the Trustee shall sell, dispose of or substitute for any
of the Mortgage Loans (except in connection with (i) the foreclosure of a
Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
of REMIC I, (iii) the termination of REMIC I pursuant to Article X of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a
purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor
acquire any assets for any of REMIC I, REMIC II or REMIC III (other than REO
Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose
of any investments in the Collection Account or the Distribution Account for
gain, nor accept any contributions to any of REMIC I, REMIC II or REMIC III
after the Closing Date (other than a Qualified Substitute Mortgage Loan
delivered in accordance with Section 2.03), unless it has received an Opinion of
Counsel, addressed to the Trustee, the Trust Administrator and the Certificate
Insurer (at the expense of the party seeking to cause such sale, disposition,
substitution, acquisition or contribution but in no event at the expense of the
Trustee or the Trust Administrator) that such sale, disposition, substitution,
acquisition or contribution will not (a) affect adversely the status of any of
REMIC I, REMIC II or REMIC III as a REMIC or (b) cause any of REMIC I, REMIC II
or REMIC III to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

                  Section 11.03 MASTER SERVICER, SERVICERS, TRUSTEE AND TRUST
                                ADMINISTRATOR INDEMNIFICATION.

                  (a) The Trustee agrees to indemnify the Trust Fund, the
Depositor, the Certificate Insurer, the Servicers and the Trust Administrator
for any taxes and costs including, without limitation, any reasonable attorneys
fees imposed on or incurred by the Trust Fund, the Depositor, the Certificate
Insurer, the Servicers or the Trust Administrator, as a result of a breach of
the Trustee's covenants set forth in this Article XI.

                  (b) The Trust Administrator agrees to indemnify the Trust
Fund, the Depositor, the Certificate Insurer, the Servicers and the Trustee for
any taxes and costs


                                    - 152 -
<PAGE>

including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Certificate Insurer, the
Servicers or the Trustee, as a result of a breach of the Trust Administrator's
covenants set forth in this Article XI.

                  (c) The Master Servicer and each Servicer, severally, agree to
indemnify the Trust Fund, the Depositor, the Certificate Insurer, the Trustee,
the Master Servicer, the other Servicer and the Trust Administrator for any
taxes and costs including, without limitation, any reasonable attorneys' fees
imposed on or incurred by the Trust Fund, the Depositor, the Certificate
Insurer, the Trustee, the Master Servicer, the other Servicer or the Trust
Administrator, as a result of a breach of the Master Servicer's or such
Servicer's covenants set forth in Article III or this Article XI.



                                    - 153 -
<PAGE>

                                  ARTICLE XII
                            MISCELLANEOUS PROVISIONS

                  Section 12.01 AMENDMENT.

                  This Agreement may be amended with the consent of the
Certificate Insurer from time to time by the Depositor, the Servicers, the
Master Servicer, the Trustee and the Trust Administrator without the consent of
any of the Certificateholders, (i) to cure any ambiguity or defect, (ii) to
correct, modify or supplement any provisions herein (including to give effect to
the expectations of Certificateholders), or (iii) to make any other provisions
with respect to matters or questions arising under this Agreement which shall
not be inconsistent with the provisions of this Agreement, PROVIDED that such
action shall not, as evidenced by an Opinion of Counsel delivered to the
Trustee, the Trust Administrator and the Certificate Insurer, adversely affect
in any material respect the interests of any Certificateholder or the
Certificate Insurer, and PROVIDED FURTHER that such Opinion of Counsel shall not
be necessary if the party seeking such amendment delivers to the Trustee and the
Trust Administrator a letter from each Rating Agency stating that such amendment
would not cause a downgrade or withdrawal of the then current ratings of the
Certificates without regard to the Policy. No amendment shall be deemed to
adversely affect in any material respect the interests of any Certificateholder
who shall have consented thereto, and no Opinion of Counsel shall be required to
address the effect of any such amendment on any such consenting
Certificateholder.

                  This Agreement may also be amended from time to time by the
Depositor, the Servicers, the Master Servicer, the Trustee and the Trust
Administrator with the consent of the Certificate Insurer and the Holders of
Certificates entitled to at least 66% of the Voting Rights for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; PROVIDED, HOWEVER, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates in a
manner, other than as described in (i), without the consent of the Holders of
Certificates of such Class evidencing at least 66% of the Voting Rights
allocated to such Class, or (iii) modify the consents required by the
immediately preceding clauses (i) and (ii) without the consent of the
Certificate Insurer and the Holders of all Certificates then outstanding.
Notwithstanding any other provision of this Agreement, for purposes of the
giving or withholding of consents pursuant to this Section 12.01, Certificates
registered in the name of the Depositor, the Master Servicer or either Servicer
or any Affiliate thereof shall be entitled to Voting Rights with respect to
matters affecting such Certificates.

                  Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the Trust Administrator shall consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel to
the effect that such amendment will not result in the imposition of any tax on
any of REMIC I, REMIC II or REMIC III pursuant to the REMIC Provisions or cause
any of REMIC I, REMIC II or


                                    - 154 -
<PAGE>

REMIC III to fail to qualify as a REMIC at any time that any Certificates are
outstanding. Any such amendment pursuant to the first paragraph of this Section
12.01 shall not be deemed to adversely affect in any material respect the
interests of any Certificateholder if such change is required by the Certificate
Insurer, so long as no Certificate Insurer Default has occurred and is
continuing, and the Trustee and the Trust Administrator receive written
confirmation from each Rating Agency that such amendment will not cause such
Rating Agency to reduce the then current rating or any shadow rating of the
affected Certificates.

                  Promptly after the execution of any such amendment the Trust
Administrator shall furnish a copy of such amendment to each Certificateholder
and the Certificate Insurer.

                  It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee or the Trust Administrator
may prescribe.

                  The cost of any Opinion of Counsel to be delivered pursuant to
this Section 12.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee or
Trust Administrator.

                  Each of the Trustee and the Trust Administrator may, but shall
not be obligated to enter into any amendment pursuant to this Section that
affects its rights, duties and immunities under this Agreement or otherwise.

                  Section 12.02 RECORDATION OF AGREEMENT; COUNTERPARTS.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Certificateholders, but
only upon direction of the Trustee or the Trust Administrator accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

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

                  Section 12.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal


                                    - 155 -
<PAGE>

representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

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

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as hereinbefore 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 whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

                  Section 12.04 GOVERNING LAW.

                  This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

                  Section 12.05 NOTICES.

                  All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when received if personally
delivered at or mailed by first class mail, postage prepaid, or by express
delivery service or delivered in any other manner specified herein, to (a) in
the case of the Depositor, _______________________________________, Attention:
______________ (telecopy number ______________), or such other address or
telecopy number as may hereafter be furnished to the Master


                                    - 156 -
<PAGE>

Servicer, the Servicers, the Trustee, the Trust Administrator and the
Certificate Insurer in writing by the Depositor, (b) in the case of the Master
Servicer, ____________________ (telecopy number: ______________), or such other
address or telecopy number as may hereafter be furnished to the Trustee, the
Trust Administrator, the Certificate Insurer, the Servicers and the Depositor in
writing by the Master Servicer, (c) in the case of
__________________________________, Attention: _____________ (telecopy number:
______________), or such other address or telecopy number as may hereafter be
furnished to the Trustee, the Trust Administrator, the Certificate Insurer, the
Master Servicer and the Depositor in writing by _______________, (d) in the case
of the Trust Administrator, __________________, Attention: _________________
(telecopy number ____________), or such other address or telecopy number as may
hereafter be furnished to the Servicers, the Master Servicer, the Certificate
Insurer, the Depositor and the Trustee in writing by the Trust Administrator,
(d) in the case of the Trustee, ________________________________, Attention:
____________ (telecopy number ___________), or such other address or telecopy
number as may hereafter be furnished to the Servicers, the Master Servicer, the
Certificate Insurer, the Trust Administrator and the Depositor in writing by the
Trustee and (e) in the case of the Certificate Insurer,
____________________________, Attention: Surveillance Department (telecopy
number ____________ or ___________) or such other address or telecopy number as
may hereafter be furnished to the Trustee, the Trust Administrator, the
Depositor, the Master Servicer and the Servicers in writing by the Certificate
Insurer. In each case in which a notice or other communication to the
Certificate Insurer refers to a Servicer Event of Default or a claim under the
Policy or with respect to which failure on the part of the Certificate Insurer
to respond shall be deemed to constitute consent or acceptance, then a copy of
such notice or other communication should also be sent to the attention of the
General Counsel and the Head-Financial Guaranty Group and shall be marked to
indicate "URGENT MATERIAL ENCLOSED." Any notice required or permitted to be
given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

                  Section 12.06 SEVERABILITY OF PROVISIONS.

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



                                    - 157 -
<PAGE>

                  Section 12.07 NOTICE TO RATING AGENCIES AND THE CERTIFICATE
                                INSURER.

                  The Trust Administrator shall use its best efforts promptly to
provide notice to the Rating Agencies and the Certificate Insurer with respect
to each of the following of which it has actual knowledge:

                  (a) Any material change or amendment to this Agreement;

                  (b) The occurrence of any Servicer Event of Default that has
not been cured or waived;

                  (c) The resignation or termination of either Servicer, the
Trustee or the Trust Administrator;

                  (d) The repurchase or substitution of Mortgage Loans pursuant
to or as contemplated by Section 2.03;

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

                  (f) Any change in the location of the Collection Account or
the Distribution Account;

                  (g) Any event that would result in the inability of the Trust
Administrator or the Trustee, as applicable, to make advances regarding
delinquent Mortgage Loans;

                  (h) Any Certificate Insurer Default that has not been cured;
and

                  (i) The filing of any claim under either Servicer's blanket
bond and errors and omissions insurance policy required by Section 3.14 or the
cancellation or material modification of coverage under any such instrument.

In addition, the Trust Administrator shall promptly furnish to each Rating
Agency and the Certificate Insurer copies of each report to Certificateholders
described in Section 4.02 and the related Servicer shall promptly furnish to
each Rating Agency copies of the following:

                  (a) Each annual statement as to compliance described in
Section 3.20; and

                  (b) Each annual independent public accountants' servicing
report described in Section 3.21.

                  Any such notice pursuant to this Section 12.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
and to Standard & Poor's Ratings Services,



                                    - 158 -
<PAGE>

25 Broadway, New York, New York 10004, or such other addresses as the Rating
Agencies may designate in writing to the parties hereto.

                  Section 12.08 ARTICLE AND SECTION REFERENCES.

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

                  Section 12.09 GRANT OF SECURITY INTEREST.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans to the Trust Administrator, on behalf of the
Trustee, be, and be construed as, a sale of the Mortgage Loans and not a pledge
of the Mortgage Loans by the Depositor to secure a debt or other obligation of
the Depositor. However, in the event that, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the
Depositor, then, (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor and (b)(1) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time
in the State of New York; (2) the conveyance provided for in Section 2.01 hereof
shall be deemed to be a grant by the Depositor to the Trustee of a security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in
accordance with the terms thereof and all proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account and the
Distribution Account, whether in the form of cash, instruments, securities or
other property; (3) the obligations secured by such security agreement shall be
deemed to be all of the Depositor's obligations under this Agreement, including
the obligation to provide to the Certificateholders the benefits of this
Agreement relating to the Mortgage Loans and the Trust Fund; and (4)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby grants to the Trustee a security interest in the Mortgage Loans
and all other property described in clause (2) of the preceding sentence, for
the purpose of securing to the Trustee the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
to be a true, absolute and unconditional sale of the Mortgage Loans and assets
constituting the Trust Fund by the Depositor to the Trustee.





                                    - 159 -
<PAGE>





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



                               NEW CENTURY MORTGAGE SECURITIES LLC, as Depositor

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

                               [Name of Master Servicer] as Master Servicer and
                               Servicer

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

                              [Name of Servicer] as Servicer

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

                               [Name of Trust Administartor] as Trust
                               Administrator

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

                              [Name of Trustee] as Trustee

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

<PAGE>


STATE OF CALIFORNIA        )
                           ) ss.:
COUNTY OF ORANGE           )

                  On the ____ day of ______________, before me, a notary public
in and for said State, personally appeared ________________, known to me to be
an ______________ of New Century Mortgage Securities LLC, one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

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

                                                     ___________________________
                                                     Notary Public



                                                     [Notarial Seal]





<PAGE>



STATE OF ____________      )
                           ) ss.:
COUNTY OF ___________      )

                  On the ___ day of ________________, before me, a notary public
in and for said State, personally appeared _____________ known to me to be
___________ of ________________________, one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

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


                                                     ___________________________
                                                     Notary Public



                                                     [Notarial Seal]





<PAGE>



STATE OF ___________       )
                           ) ss.:
COUNTY OF __________       )

                  On the _____ day of ___________________, before me, a notary
public in and for said State, personally appeared ________________, known to me
to be _________________ of _________________________, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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




                                                     ___________________________
                                                     Notary Public



                                                     [Notarial Seal]





<PAGE>



STATE OF ____________      )
                           ) ss.:
COUNTY OF ___________      )

                  On the _____ day of ________________, before me, a notary
public in and for said State, personally appeared ______________, known to me to
be a _____________ of ______________________________, one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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




                                                     ___________________________
                                                     Notary Public



                                                     [Notarial Seal]






<PAGE>



STATE OF ___________       )
                           ) ss.:
COUNTY OF __________       )

                  On the ____ day of ____________, before me, a notary public in
and for said State, personally appeared __________________, known to me to be
__________ of ______________________________, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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




                                                     ___________________________
                                                     Notary Public



                                                     [Notarial Seal]






<PAGE>



STATE OF ______________    )
                           ) ss.:
COUNTY OF __________       )

                  On the _____ day of _____________, before me, a notary public
in and for said State, personally appeared ____________, known to me to be a
________________ of ____________________________, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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


                                                     ___________________________
                                                     Notary Public



                                                     [Notarial Seal]