CITIGROUP MORTGAGE LOAN TRUST INC.

                                    Depositor




                        NEW CENTURY MORTGAGE CORPORATION

                                    Servicer




                                       and




                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                     Trustee




                         POOLING AND SERVICING AGREEMENT
                          Dated as of September 1, 2004




                 Carrington Mortgage Loan Trust, Series 2004-NC2
                     Asset Backed Pass-Through Certificates




                                 Series 2004-NC2




<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS

<S>               <C>                                                                                      <C>
SECTION 1.01       Defined Terms.............................................................................3
SECTION 1.02       Allocation of Certain Interest Shortfalls................................................45

                              ARTICLE II

                     CONVEYANCE OF MORTGAGE LOANS;
                   ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01       Conveyance of the Mortgage Loans.........................................................46
SECTION 2.02       Acceptance of REMIC I by Trustee.........................................................48
SECTION 2.03       Repurchase or Substitution of Mortgage Loans by the Originators and the Seller...........50
SECTION 2.04       Reserved.................................................................................52
SECTION 2.05       Representations, Warranties and Covenants of the Servicer................................52
SECTION 2.06       Issuance of the REMIC I Regular Interests and the Class R-I Interest.....................54
SECTION 2.07       Conveyance  of the  REMIC  I  Regular  Interests;  Acceptance  of  REMIC  II by the
                   Trustee..................................................................................55
SECTION 2.08       Issuance of Class R Certificates.........................................................55

                              ARTICLE III

                     ADMINISTRATION AND SERVICING
                         OF THE MORTGAGE LOANS

SECTION 3.01       Servicer to Act as Servicer..............................................................56
SECTION 3.02       Sub-Servicing Agreements Between Servicer and Sub-Servicers..............................58
SECTION 3.03       Successor Sub-Servicers..................................................................59
SECTION 3.04       Liability of the Servicer................................................................59
SECTION 3.05       No   Contractual   Relationship   Between   Sub-Servicers,   the   Trustee  or  the
                   Certificateholders.......................................................................60
SECTION 3.06       Assumption or Termination of Sub-Servicing Agreements by the Trustee.....................60
SECTION 3.07       Collection of Certain Mortgage Loan Payments.............................................60
SECTION 3.08       Sub-Servicing Accounts...................................................................61
SECTION 3.09       Collection of Taxes, Assessments and Similar Items; Servicing Accounts...................61
SECTION 3.10       Collection Account and Distribution Account..............................................62
SECTION 3.11       Withdrawals from the Collection Account and Distribution Account.........................65

<PAGE>

SECTION 3.12       Investment of Funds in the Collection Account and the Distribution Account...............66
SECTION 3.13       [Reserved]...............................................................................68
SECTION 3.14       Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage...........68
SECTION 3.15       Enforcement of Due-On-Sale Clauses; Assumption Agreements................................69
SECTION 3.16       Realization Upon Defaulted Mortgage Loans................................................70
SECTION 3.17       Trustee to Cooperate; Release of Mortgage Files..........................................72
SECTION 3.18       Servicing Compensation...................................................................73
SECTION 3.19       Reports to the Trustee and Others; Collection Account Statements.........................74
SECTION 3.20       Statement as to Compliance...............................................................74
SECTION 3.21       Independent Public Accountants' Servicing Report.........................................74
SECTION 3.22       Access to Certain Documentation..........................................................75
SECTION 3.23       Title, Management and Disposition of REO Property........................................75
SECTION 3.24       Obligations of the Servicer in Respect of Prepayment Interest Shortfalls.................78
SECTION 3.25       Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments............79
SECTION 3.26       Advance Facility.........................................................................79
SECTION 3.27       [Reserved]...............................................................................80

                              ARTICLE IV

                    PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01       Distributions............................................................................82
SECTION 4.02       Statements to Certificateholders.........................................................88
SECTION 4.03       Remittance Reports; Advances.............................................................91
SECTION 4.04       Allocation of Realized Losses............................................................93
SECTION 4.05       Compliance with Withholding Requirements.................................................95
SECTION 4.06       Exchange Commission; Additional Information..............................................95

                               ARTICLE V

                           THE CERTIFICATES

SECTION 5.01       The Certificates.........................................................................98
SECTION 5.02       Registration of Transfer and Exchange of Certificates...................................100
SECTION 5.03       Mutilated, Destroyed, Lost or Stolen Certificates.......................................104
SECTION 5.04       Persons Deemed Owners...................................................................105
SECTION 5.05       Certain Available Information...........................................................105

                              ARTICLE VI

                    THE DEPOSITOR AND THE SERVICER

SECTION 6.01       Liability of the Depositor and the Servicer.............................................106

                                      -ii-
<PAGE>

SECTION 6.02       Merger or Consolidation of the Depositor or the Servicer................................106
SECTION 6.03       Limitation on Liability of the Depositor, the Servicer and Others.......................106
SECTION 6.04       Limitation on Resignation of the Servicer...............................................107
SECTION 6.05       Rights of the Depositor in Respect of the Servicer......................................108

                              ARTICLE VII

                                DEFAULT

SECTION 7.01       Servicer Events of Default..............................................................109
SECTION 7.02       Trustee to Act; Appointment of Successor................................................111
SECTION 7.03       Notification to Certificateholders......................................................112
SECTION 7.04       Waiver of Servicer Events of Default....................................................112

                             ARTICLE VIII

                        CONCERNING THE TRUSTEE

SECTION 8.01       Duties of Trustee.......................................................................113
SECTION 8.02       Certain Matters Affecting the Trustee...................................................114
SECTION 8.03       Trustee Not Liable for Certificates or Mortgage Loans...................................115
SECTION 8.04       Trustee May Own Certificates............................................................115
SECTION 8.05       Trustee's Fees and Expenses.............................................................116
SECTION 8.06       Eligibility Requirements for Trustee....................................................116
SECTION 8.07       Resignation and Removal of the Trustee..................................................117
SECTION 8.08       Successor Trustee.......................................................................117
SECTION 8.09       Merger or Consolidation of Trustee......................................................118
SECTION 8.10       Appointment of Co-Trustee or Separate Trustee...........................................118
SECTION 8.11       Reserved................................................................................119
SECTION 8.12       Appointment of Office or Agency.........................................................119
SECTION 8.13       Representations and Warranties of the Trustee...........................................119

                              ARTICLE IX

                              TERMINATION

SECTION 9.01       Termination Upon Repurchase or Liquidation of All Mortgage Loans........................121
SECTION 9.02       Additional Termination Requirements.....................................................123

                               ARTICLE X

                           REMIC PROVISIONS

SECTION 10.01      REMIC Administration....................................................................124
SECTION 10.02      Prohibited Transactions and Activities..................................................126
SECTION 10.03      Servicer and Trustee Indemnification....................................................127

                                     -iii-
<PAGE>

                              ARTICLE XI

                       MISCELLANEOUS PROVISIONS

SECTION 11.01      Amendment...............................................................................128
SECTION 11.02      Recordation of Agreement; Counterparts..................................................129
SECTION 11.03      Limitation on Rights of Certificateholders..............................................129
SECTION 11.04      Governing Law...........................................................................130
SECTION 11.05      Notices.................................................................................130
SECTION 11.06      Severability of Provisions..............................................................131
SECTION 11.07      Notice to Rating Agencies...............................................................131
SECTION 11.08      Article and Section References..........................................................132
SECTION 11.09      Grant of Security Interest..............................................................132
</TABLE>


                                      -iv-
<PAGE>


Exhibits

Exhibit A-1    Form of Class A-1 Certificate
Exhibit A-2    Form of Class A-2A Certificate
Exhibit A-3    Form of Class A-2B Certificate
Exhibit A-4    Form of Class A-2C Certificate
Exhibit A-5    Form, of Class M-1 Certificate
Exhibit A-6    Form of Class M-2 Certificate
Exhibit A-7    Form of Class M-3 Certificate
Exhibit A-8    Form of Class M-4 Certificate
Exhibit A-9    Form of Glass M-5 Certificate
Exhibit A-10   Form of Class M-6 Certificate
Exhibit A-11   Form of Class CE Certificate
Exhibit A-12   Form of Class P Certificate
Exhibit A-13   Form of Class R Certificate
Exhibit B      [Reserved]
Exhibit C-1    Form of Trustee's Initial Certification
Exhibit C-2    Form of Trustee's Final Certification
Exhibit D      Form of Mortgage Loan Purchase Agreement
Exhibit E      Request for Release
Exhibit F-1    Form of Transferor Representation Letter and Form of Transferee
               Representation Letter in Connection with Transfer of the
               Private 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 Lost Note Affidavit
Exhibit I-1    Form of Certification to Be Provided by the Depositor with Form
               10-K
Exhibit I-2    Form of Certification to Be Provided to Depositor by the Trustee
Exhibit I-3    Form of Certification to Be Provided to Depositor by the Servicer
Exhibit J      Form of Annual Statement as to Compliance
Exhibit K      Form of Cap Contracts

Schedule 1     Mortgage Loan Schedule
Schedule 2     Prepayment Charge Schedule


                                      -v-

<PAGE>
         This Pooling and Servicing Agreement, is dated and effective as of
September 1, 2004, among CITIGROUP MORTGAGE LOAN TRUST INC. as Depositor, NEW
CENTURY MORTGAGE CORPORATION as Servicer and DEUTSCHE BANK NATIONAL TRUST
COMPANY as Trustee.

                             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 comprised
of the Mortgage Loans and certain other related assets subject to this
Agreement.

                                    REMIC I

         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, the Net WAC Rate
Carryover Reserve Account and the Cap Contracts) subject to this Agreement as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC I." The Class R-I Interest will be the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the REMIC I
Remittance Rate, the initial Uncertificated Balance and, solely for purposes of
satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
<TABLE>
<CAPTION>

                                         REMIC I                     INITIAL                  LATEST POSSIBLE
         DESIGNATION                 REMITTANCE RATE          UNCERTIFICATED BALANCE         MATURITY DATE(1)
<S>                                  <C>                     <C>                             <C>
           I-LTAA                      Variable(2)                     $290,060,944.33        August 25, 2034
           I-LTA1                      Variable(2)                       $1,222,000.00        August 25, 2034
           I-LTA2A                     Variable(2)                         $320,300.00        August 25, 2034
           I-LTA2B                     Variable(2)                         $641,310.00        August 25, 2034
           I-LTA2C                     Variable(2)                         $240,470.00        August 25, 2034
           I-LTM1                      Variable(2)                         $168,710.00        August 25, 2034
           I-LTM2                      Variable(2)                         $136,150.00        August 25, 2034
           I-LTM3                      Variable(2)                          $39,950.00        August 25, 2034
           I-LTM4                      Variable(2)                          $32,560.00        August 25, 2034
           I-LTM5                      Variable(2)                          $29,600.00        August 25, 2034
           I-LTM6                      Variable(2)                          $31,080.00        August 25, 2034
           I-LTZZ                      Variable(2)                       $3,057,481.12        August 25, 2034
            I-LTP                      Variable(2)                             $100.00        August 25, 2034
</TABLE>
______________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each REMIC I Regular Interest.
(2)  Calculated in accordance with the definition of "REMIC I Remittance Rate"
     herein.

<PAGE>

                                    REMIC II

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

<TABLE>
<CAPTION>
                                                                INITIAL AGGREGATE
                                                              CERTIFICATE PRINCIPAL      LATEST POSSIBLE MATURITY
         DESIGNATION                PASS-THROUGH RATE                BALANCE                      DATE(1)
<S>                                <C>                          <C>                       <C>
          Class A-1                    Variable(2)               $122,200,000.00              August 25, 2034
         Class A-2A                    Variable(2)               $ 32,030,000.00              August 25, 2034
         Class A-2B                    Variable(2)               $ 64,131,000.00              August 25, 2034
         Class A-2C                    Variable(2)               $ 24,047,000.00              August 25, 2034
          Class M-1                    Variable(2)               $ 16,871,000.00              August 25, 2034
          Class M-2                    Variable(2)               $ 13,615,000.00              August 25, 2034
          Class M-3                    Variable(2)                $ 3,995,000.00              August 25, 2034
          Class M-4                    Variable(2)                $ 3,256,000.00              August 25, 2034
          Class M-5                    Variable(2)                $ 2,960,000.00              August 25, 2034
          Class M-6                    Variable(2)                $ 3,108,000.00              August 25, 2034
          Class CE                     Variable(3)                $ 9,767,555.95              August 25, 2034
           Class P                       N/A(4)                      $ 100.00                 August 25, 2034
</TABLE>

_______________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
     the "latest possible maturity date" for each Class of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class CE Certificates will accrue interest at its 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 I
     Regular Interests (other than REMIC I Regular Interest I-LTP). The Class CE
     Certificates will not accrue interest on its Certificate Principal Balance.
(4)  The Class P Certificates will not accrue interest.

         As of the Cut-off Date, the Mortgage Loans had an aggregate principal
balance equal to $295,980,655.95.

         In consideration of the mutual agreements herein contained, the
Depositor, the Servicer and the Trustee agree as follows: ARTICLE I

                                      -2-
<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, Mezzanine Certificate and the Class CE Certificates and each
Distribution Date, interest accrued during the related Interest Accrual Period
at the Pass-Through Rate for such Certificate for such Distribution Date on the
Certificate Principal Balance, in the case of the Class A Certificates and the
Mezzanine Certificates, or on the Notional Amount, in the case of the Class CE
Certificates, of such Certificate immediately prior to such Distribution Date.
The Class P Certificates is not entitled to distributions in respect of interest
and, accordingly, will not accrue interest. All distributions of interest on the
Class A Certificates and the Mezzanine Certificates will be calculated on the
basis of a 360-day year and the actual number of days in the applicable Interest
Accrual Period. All distributions of interest on the Class CE Certificates will
be based on a 360-day year consisting of twelve 30-day months. Accrued
Certificate Interest with respect to each Distribution Date, as to any Class A
Certificate, Mezzanine Certificate or the Class CE Certificates, 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 the Class CE
Certificates shall be reduced by an amount equal to the portion allocable to the
Class CE Certificates of Realized Losses, if any, pursuant to Section 4.04
hereof.

         "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans identified
on the Mortgage Loan Schedule as having a Mortgage Rate that is subject to
adjustment.

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

         "Advance": As to any Mortgage Loan, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section 4.03.

         "Advancing Person": As defined in Section 3.26(a) hereof.

                                      -3-

<PAGE>


         "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.

         "Allocated Realized Loss Amount": With respect to any Distribution Date
and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses
allocated to such Class of Certificates on such Distribution Date and (ii) the
amount of any Allocated Realized Loss Amount for such Class of Certificates
remaining unpaid from the previous Distribution Date minus the amount of the
increase in the related Certificate Principal Balance due to the receipt of
Subsequent Recoveries as provided in Section 4.01.

         "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom, if applicable,
the mortgage recordation information which has not been required pursuant to
Section 2.01 hereof or returned by the applicable recorder's office), 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
Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date
pursuant to Section 3.24, (d) the aggregate of any Advances made by the Servicer
for such Distribution Date pursuant to Section 4.03 and (e) the aggregate of any
advances made by the Trustee as successor Servicer or any other successor
Servicer for such Distribution Date pursuant to Section 7.02, reduced (to not
less than zero), by (2) 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) (other than Prepayment Charges), (iii)
Liquidation Proceeds and Insurance Proceeds received in respect of the Mortgage
Loans after the related Prepayment Period, (iv) amounts reimbursable or payable
to the Depositor, the Servicer, the Trustee, the Seller or any Sub-Servicer
pursuant to Section 3.11, Section 3.12, Section 8.05 or


                                      -4-

<PAGE>

otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) the
Trustee Fee payable from the Distribution Account pursuant to Section 8.05, (vi)
amounts deposited in the Collection Account or the Distribution Account in error
and (vii) the amount of any Prepayment Charges collected by the Servicer in
connection with the Principal Prepayment of any of the Mortgage Loans or any
Servicer Prepayment Charge Payment Amount.

         "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 and the Mezzanine
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 California, the
State of New York or in the city in which the Corporate Trust Office of the
Trustee is located, are authorized or obligated by law or executive order to be
closed.

         "Cap Contract": The cap contract between the Trustee and the
counterparty thereunder for the benefit of the Holders of the Class A
Certificates and the Mezzanine Certificates in the form attached hereto as
Exhibit K.

         "Cash-Out Refinancing": 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.

         "Certificate": Any one of the Carrington Mortgage Loan Trust, Series
2004-NC2, Asset Backed Pass-Through Certificates, Class A-1, Class A-2A, Class
A-2B, Class A-2C, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class CE, Class P and Class R issued under this Agreement.

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

                                      -5-

<PAGE>


         "Certificate Margin": With respect to the Class A-1 Certificates,
0.390% in the case of each Distribution Date through and including the
Distribution Date on which the aggregate Stated Principal Balance of the
Mortgage Loans (and properties acquired in respect thereof) remaining in the
Trust Fund is reduced to less than 10% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date and 0.780% in the case of each
Distribution Date thereafter.

         With respect to the Class A-2A Certificates, 0.150% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 0.300% in the case of each Distribution Date thereafter.

         With respect to the Class A-2B Certificates, 0.300% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 0.600% in the case of each Distribution Date thereafter.

         With respect to the Class A-2C Certificates, 0.570% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 1.140% in the case of each Distribution Date thereafter.

         With respect to the Class M-1 Certificates, 0.690% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 1.035% in the case of each Distribution Date thereafter.

         With respect to the Class M-2 Certificates, 1.200% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 1.800% in the case of each Distribution Date thereafter.

                  With respect to the Class M-3 Certificates, 1.440% in the case
of each Distribution Date through and including the Distribution Date on which
the aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the

                                      -6-

<PAGE>

Mortgage Loans as of the Cut-off Date and 2.160% in the case of each
Distribution Date thereafter.

         With respect to the Class M-4 Certificates, 1.850% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 2.775% in the case of each Distribution Date thereafter.

         With respect to the Class M-5 Certificates, 2.000% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 3.000% in the case of each Distribution Date thereafter.

         With respect to the Class M-6 Certificates, 2.850% in the case of each
Distribution Date through and including the Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and 4.275% in the case of each Distribution Date thereafter.

         "Certificateholder" or "Holder": The Person in whose name a Certificate
is registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of a Residual
Certificate for any purposes hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor or the Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent has been obtained, except as otherwise
provided in Section 11.01. The Trustee may conclusively rely upon a certificate
of the Depositor or the 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 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.

                                      -7-

<PAGE>

         "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificates as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, minus all distributions allocable to
principal made thereon and, in the case of the Mezzanine Certificates, 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 Certificates 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 I Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class P Certificates then outstanding.

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

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

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

         "Class A-2 Certificates": Collectively, the Class A-2A Certificates,
the Class A-2B Certificates and the Class A-2C Certificates.

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

         "Class A-2B Certificates": Any one of the Class A-2B Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class A-2C Certificates": Any one of the Class A-2C Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class A Certificates": Collectively, the Class A-1 Certificates and
the Class A-2 Certificates.

         "Class A Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Class A Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 63.80% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period minus $1,479,903.


                                      -8-

<PAGE>

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

         "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 75.20% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period minus $1,479,903.

         "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 84.40% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period minus $1,479,903.

         "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 87.10% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last

                                      -9-

<PAGE>

day of the related Due Period minus $1,479,903.

         "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 89.30% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as of the last day of the related Due Period minus $1,479,903.

         "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 91.30% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period minus $1,479,903.

                                      -10-

<PAGE>


         "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed, authenticated and delivered by the Trustee, substantially in the form
annexed hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

         "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 93.40% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period minus $1,479,903.

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

         "Class R Certificate": Any one of the Class R Certificates executed,
authenticated and delivered by the Trustee, substantially in the form annexed
hereto as Exhibit A-13 and evidencing the ownership of the Class R-I Interest
and the Class R-II Interest.

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

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

         "Closing Date": September 9, 2004.

         "Code": The Internal Revenue Code of 1986, as amended.

         "Collection Account": The account or accounts created and maintained,
or caused to be created and maintained, by the Servicer pursuant to Section
3.10(a), which shall be entitled "New Century Mortgage Corporation, as Servicer
for Deutsche Bank National Trust Company, as Trustee, in trust for the
registered holders of Carrington Mortgage Loan Trust, Series 2004-NC2, Asset
Backed Pass-Through Certificates." The Collection Account must be an Eligible
Account.


                                      -11-

<PAGE>

         "Commission": The Securities and Exchange Commission.

         "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 1761 East St. Andrew Place,
Santa Ana, CA 92705-4934, Attn: CA0402, or at such other address as the Trustee
may designate from time to time by notice to the Certificateholders, the
Depositor and the Servicer.

         "Corresponding Certificate": With respect to each REMIC I Regular
Interest set forth below, the Regular Certificate set forth in the table below:

               REMIC I REGULAR INTEREST             CERTIFICATE
                        I-LTA1                       Class A-1
                        I-LTA2A                     Class A-2A
                        I-LTA2B                     Class A-2B
                        I-LTA2C                     Class A-2C
                        I-LTM1                       Class M-1
                        I-LTM2                       Class M-2
                        I-LTM3                       Class M-3
                        I-LTM4                       Class M-4
                        I-LTM5                       Class M-5
                        I-LTM6                       Class M-6

         "Credit Enhancement Percentage": For any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balances of the Mezzanine Certificates and the
Class CE Certificates calculated after taking into account payments of principal
on the Mortgage Loans and distribution of the Principal Distribution Amount to
the Certificates then entitled to distributions of principal on such
Distribution Date, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period.

         "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, September
1, 2004. 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.


                                      -12-

<PAGE>

         "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 Stated 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 the 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 Servicer 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": Citigroup Mortgage Loan Trust Inc., a Delaware
corporation, or its successor in interest.

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

         "Depository Institution": Any depository institution or trust company,
including the Trustee, 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 obligations) that are rated at least P-1 by Moody's,
F-1 by Fitch (if rated by Fitch) and A-1+ by S&P.

         "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.

                                      -13-

<PAGE>


         "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 Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the 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 as set forth in an Opinion of
Counsel delivered to the Trustee and the Depositor to the effect that the
holding of an Ownership Interest in a Residual Certificate by such Person may
cause any Trust REMIC 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 Trustee pursuant to Section 3.10(b), which shall be entitled
"Deutsche Bank National Trust Company, as Trustee, in trust for the registered
holders of Carrington Mortgage Loan Trust, Series 2004-NC2, Asset Backed
Pass-Through Certificates." 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 October 2004.

         "Due Date": With respect to each Mortgage Loan and any Distribution
Date, the first day of the calendar month in which such Distribution Date occurs
on which the Monthly Payment for such Mortgage Loan was due (or, in the case of
any Mortgage Loan under terms of which the Monthly Payment for such Mortgage
Loan was due on a day other than the first day of the calendar month in which
such Distribution Date occurs, the day during the related Due Period on which
such Monthly Payment was due), in each case exclusive of any days of grace.


                                      -14-

<PAGE>

         "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 first day of the month of
such Distribution 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 segregated non-interest bearing trust
account or accounts maintained with the corporate trust department of a federal
depository institution or state-chartered depository institution subject to
regulations regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulation Section 9.10(b), which, in either case, has corporate
trust powers, acting in its fiduciary capacity.

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

         "Expense Adjusted Maximum Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property), as of any date of determination, a per annum
rate of interest equal to the applicable Maximum Mortgage Rate (or the
applicable Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) thereon as
of the first day of the related Due Period minus the sum of (i) the Trustee Fee
Rate and (ii) the Servicing Fee Rate.

         "Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan (or
the related REO Property), as of any date of determination, a per annum rate of
interest equal to the applicable Mortgage Rate thereon as of the first day of
the related Due Period minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.

         "Extraordinary Trust Fund Expense": Any amounts reimbursable to the
Trustee or any director, officer, employee or agent of the Trustee from the
Trust Fund pursuant to Section 8.05 or Section 10.01(c) and any amounts payable
from the Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii) and any costs of the Trustee for the recording of the Assignments
pursuant to Section 2.01 (to the extent the Seller is unable to pay such costs).

         "Fannie Mae": Fannie Mae, formally known as the Federal National
Mortgage Association, 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 Responsible Party, the Depositor or the Servicer pursuant to or as
contemplated by Section 2.03, Section
                                      -15-

<PAGE>

3.16(c) or Section 9.01), a determination made by the Servicer that all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.

         "Fitch": Fitch Ratings, or its successor in interest.

         "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified on
the Mortgage Loan Schedule as having a fixed Mortgage Rate.

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

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

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

         "Highest Priority": As of any date of determination, the Class of
Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order: Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5 and Class M-6 Certificates.

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

         "Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to 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-

                                      -16-

<PAGE>

4(b)(5), or (ii) any other Person (including the Servicer) if the Trustee has
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.

         "Index": With respect to each Adjustable-Rate Mortgage Loan and each
related Adjustment Date, the index specified in the related Mortgage Note.

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

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

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

         "Interest Determination Date": With respect to the Class A
Certificates, the Mezzanine Certificates, REMIC I Regular Interest I-LTA1, REMIC
I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5 and REMIC I Regular Interest I-LTM6 and any Interest
Accrual Period therefor, the second London Business Day preceding the
commencement of such Interest Accrual Period.

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


                                      -17-

<PAGE>

         "Interest Remittance Amount": For any Distribution Date, that portion
of the Available Distribution Amount for the related Distribution Date that
represents interest received or advanced on the Mortgage Loans.

         "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 9.01.
With respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.

         "Liquidation Proceeds": The amount (other than Insurance Proceeds or
amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the 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 9.01.

         "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 denominator of which is the Value
of the related Mortgaged Property.

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

         "Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC I Remittance Rate for each of the REMIC I Regular Interests (other
than REMIC I Regular Interest I-LTP), with the rate on each such REMIC I Regular
Interest (other than REMIC I Regular Interest I-LTZZ) subject to a cap equal to
the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the
related Corresponding Certificate and (ii) the Net WAC Pass-Through Rate for the
purpose of this calculation for such Distribution Date and with the rate on
REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, each cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.

                                      -18-

<PAGE>


         "Maximum Cap Rate": For any Distribution Date and the Class A
Certificates and the Mezzanine Certificates, a per annum rate equal to the
product of (x) the weighted average of the Expense Adjusted Maximum Mortgage
Rates of the Mortgage Loans, weighted based on their Principal Balances as of
the first day of the related Due Period and (y) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days elapsed in
the related Interest Accrual Period.

         "Maximum I-LTZZ 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-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralized Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular
Interest I-LTM6 for such Distribution Date, with the rate on each of REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular
Interest I-LTM6 subject to a cap equal to the lesser of (i) One-Month LIBOR plus
the related Certificate Margin for the related Corresponding Certificate and
(ii) the Net WAC Pass-Through Rate; provided, however, each cap shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator of which is
30.

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

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

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

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


                                      -19-

<PAGE>

         "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 second lien on, or first or second priority security interest in,
a Mortgaged Property securing a Mortgage Note.

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

         "Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee and delivered to the Trustee pursuant to Section 2.01 or Section 2.03(b)
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 Agreement": The agreement among the Seller, the
Responsible Party and the Depositor, regarding the sale of the Mortgage Loans by
the Seller to the Depositor, substantially in the form of Exhibit D annexed
hereto.

         "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in REMIC I on such date, 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) [reserved];

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

          (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) (A) the date on which the first Monthly Payment was due on the
     Mortgage Loan and (B) if such date is not consistent with the Due Date
     currently in effect, such Due Date;

          (xi) the stated maturity date;


                                      -20-

<PAGE>

          (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;

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

          (xvii) with respect to each Adjustable-Rate Mortgage Loan, the
     Adjustment Dates, the Gross Margin, the Maximum Mortgage Rate, the Minimum
     Mortgage Rate, the Periodic Rate Cap, the maximum first Adjustment Date
     Mortgage Rate adjustment, the first Adjustment Date immediately following
     the origination date and the rounding code (i.e., nearest 0.125%, next
     highest 0.125%);

          (xviii) a code indicating the purpose of the Mortgage Loan (i.e.,
     purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);

          (xix) the Mortgage Rate at origination;

          (xx) a code indicating the documentation program (i.e., Full
     Documentation, Limited Documentation, Stated Income Documentation);

          (xxi) the risk grade;

          (xxii) the Value of the Mortgaged Property;

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

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

          (xxv) the type and term of the related Prepayment Charge;

          (xxvi) the program code; and

          (xxviii) the total amount of points and fees charged such Mortgage
     Loan.

         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 Stated 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


                                      -21-

<PAGE>

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
and existing from time to time thereafter, and any REO Properties acquired in
respect thereof.

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

         "Mortgaged Property": The underlying property 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 Senior
Interest Distribution Amount payable to the holders of the Class A Certificates
and the Interest Distribution Amount payable to the holders of the Mezzanine
Certificates and (B) the Principal Remittance Amount.

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


                                      -22-

<PAGE>

         "Net WAC Pass-Through Rate": With respect to the Class A Certificates
and the Mezzanine Certificates and any Distribution Date, a rate per annum equal
to the product of (x) the weighted average of the Expense Adjusted Mortgage
Rates of the Mortgage Loans, weighted based on their Stated Principal Balances
as of the first day of the related Due Period and (y) a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Interest Accrual Period. For federal income tax purposes, the
equivalent of the foregoing shall be expressed as the weighted average of the
REMIC I Remittance Rate on the REMIC I Regular Interests, weighted on the basis
of the Uncertificated Balance of each such REMIC I Regular Interest. With
respect to each REMIC I Regular Interest and any Distribution Date, a rate per
annum equal to the weighted average of the Expense Adjusted Mortgage Rates of
the Mortgage Loans, weighted based on their Stated Principal Balances as of the
first day of the related Due Period.

         "Net WAC Rate Carryover Amount": With respect to any Class of the Class
A Certificates and the Mezzanine Certificates and any Distribution Date, the sum
of (A) the positive excess of (i) the amount of interest accrued on such Class
of Certificates for such Distribution Date calculated at the related Formula
Rate for such Distribution Date over (ii) the amount of interest accrued on such
Class of Certificates at the applicable Net WAC Pass-Through Rate for such
Distribution Date and (B) the related Net WAC Rate Carryover Amount for the
previous Distribution Date not previously paid, together with interest thereon
at a rate equal to the related Formula Rate for such Class of Certificates for
such Distribution Date.

         "Net WAC Rate Carryover Reserve Account": As defined in Section 3.28.

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

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

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

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


                                      -23-

<PAGE>

         "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 the Servicer, the Seller or the
Depositor, as applicable.

         "One-Month LIBOR": With respect to the Class A Certificates, the
Mezzanine Certificates and for purposes of the Marker Rate and Maximum I-LTZZ
Uncertificated Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC
I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5 and REMIC I Regular Interest I-LTM6 and any Interest
Accrual Period therefor, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the offered rate for one-month U.S.
dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m.
(London time) on such Interest Determination Date; provided that if such rate
does not appear on Telerate Page 3750, the rate for such date will be determined
on the basis of the offered rates of the Reference Banks for one-month U.S.
dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date. In such event, the Trustee will request the principal London office of
each of the Reference Banks to provide a quotation of its rate. If on such
Interest Determination Date, two or more Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be the
arithmetic mean of such offered quotations (rounded upwards if necessary to the
nearest whole multiple of 1/16%). If on such Interest Determination Date, fewer
than two Reference Banks provide such offered quotations, One-Month LIBOR for
the related Interest Accrual Period shall be the higher of (i) LIBOR as
determined on the previous Interest Determination Date and (ii) the Reserve
Interest Rate. Notwithstanding the foregoing, if, under the priorities described
above, LIBOR for an Interest Determination Date would be based on LIBOR for the
previous Interest Determination Date for the third consecutive Interest
Determination Date, the Trustee, after consultation with the Depositor, shall
select an alternative comparable index (over which the Trustee has no control),
used for determining one-month Eurodollar lending rates that is calculated and
published (or otherwise made available) by an independent party.

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

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

         "Originator": New Century Mortgage Corporation, or its successor in
interest.

         "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date

                                      -24-

<PAGE>

(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed).

         "Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date (calculated for this purpose only after assuming
that 100% of the Principal Remittance Amount on such Distribution Date has been
distributed) and (b) the amount of Accrued Certificate Interest payable on the
Class CE Certificates on such Distribution Date as reduced by Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.04.

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

         "Overcollateralization Target Amount": With respect to any Distribution
Date, (i) prior to the Stepdown Date, an amount equal to 3.30% of the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in
effect, the greater of (x) 6.60% of the then current aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (y) $1,479,903, or (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date. Notwithstanding the foregoing, on and
after any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates to
zero, the Overcollateralization Target Amount shall be zero.

         "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 as of the last day of the related Due Period over (b)
the sum of the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates after
giving effect to distributions to be made on such Distribution Date.

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

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


                                      -25-

<PAGE>

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

          (B) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA1;

          (C) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2A
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA2A;

          (D) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2B
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA2B;

          (E) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2C
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA2C;

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

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

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

          (I) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM4
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM4;

          (J) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM5
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM5;

          (K) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM6
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM6;

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


                                      -26-

<PAGE>

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

         "Percentage Interest": With respect to any Class of Certificates (other
than the Residual Certificates), the undivided percentage ownership in such
Class evidenced by such Certificate, expressed as a percentage, the numerator of
which is the initial Certificate Principal Balance or Notional Amount
represented by such Certificate and the denominator of which is the aggregate
initial Certificate Principal Balance or initial Notional Amount of all of the
Certificates of such Class. The Class A Certificates and the Mezzanine
Certificates are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $25,000 and integral multiples
of $1.00 in excess thereof. The Class P Certificates are issuable only in
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 $100,000 and integral multiples of $1.00 in excess
thereof; provided, however, that a single Certificate of each such Class of
Certificates may be issued having a Percentage Interest corresponding to the
remainder of the aggregate initial Certificate Principal Balance or Notional
Amount of such Class or to an otherwise authorized denomination for such Class
plus such remainder. With respect to any Residual Certificate, the undivided
percentage ownership in such Class evidenced by such Certificate, as set forth
on the face of such Certificate. The Residual Certificates are issuable in
Percentage Interests of 20% and multiples thereof.

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

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

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

          (ii) demand and time deposits in, certificates of deposit of, or
     bankers' acceptances 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


                                      -27-

<PAGE>

     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;

          (vi) units of money market funds that have been rated "AAA" by Fitch
     (if rated by Fitch) and "AAAm" or "AAAm-G" by S&P or "Aaa" by Moody's; and

          (viii) if previously confirmed in writing to the Trustee, any other
     demand, money market or time deposit, or any other obligation, security or
     investment, as may be acceptable to the Rating Agencies 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, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

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

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

         "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 included in the Trust Fund 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:


                                      -28-

<PAGE>

          (i) the Mortgage Loan identifying number;

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

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

          (iv) the term of the related Prepayment Charge;

          (v) the original Stated Principal Balance of the related Mortgage
     Loan; and

          (vi) the Stated Principal Balance of the related Mortgage Loan as of
     the Cut-off Date.

         "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
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
one month's interest at the applicable Net Mortgage Rate less any payments made
by the Mortgagor. The obligations of the Servicer 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 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 9.01 and the
     amount of any shortfall deposited in the Collection Account in connection
     with the substitution of a Deleted Mortgage Loan pursuant to Section 2.03
     during the related Prepayment Period;

          (iii) the principal portion of all other unscheduled collections
     (including, without limitation, Principal Prepayments, Insurance Proceeds,
     Liquidation Proceeds, Subsequent Recoveries 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 Servicer pursuant to Section 4.03 in respect of a preceding
     Distribution Date; and

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

                                      -29-

<PAGE>


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

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

         "Principal Remittance Amount": The sum of the amounts set forth in (i)
through (iii) of the definition of Principal Distribution Amount.

         "Private Certificates": As defined in Section 5.02(b).

         "Prospectus Supplement": The Prospectus Supplement, dated September 3,
2004, relating to the public offering of the Class A Certificates and the
Mezzanine Certificates.

         "PTCE": A Prohibited Transaction Class Exemption issued by the United
States Department of Labor which provides that exemptive relief is available to
any party to any transaction which satisfies the conditions of the exemption.

         "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 9.01, and as confirmed by a certification from a Servicing Officer to
the Trustee, an amount equal to the sum of (i) 100% of the Stated Principal
Balance thereof as of the date of purchase (or such other price as provided in
Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by
the Mortgagor or an Advance by the 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 plus 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 Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus (2)
REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending with
the calendar month in which such purchase is to be effected, net of the total of
all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances and
Advances (including Nonrecoverable 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 Servicer or the Trustee in respect of the breach or defect
giving rise to the purchase


                                      -30-

<PAGE>

obligation including any costs and damages incurred by the Trust Fund in
connection with any violation by such loan of any predatory or abusive lending
law.

         "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 Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to any Adjustable-Rate Mortgage Loan,
have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi)
with respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date
not more than two months later than the next Adjustment Date on the Deleted
Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Deleted Mortgage Loan, (viii) have the
same Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a
risk grading determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan and (xi) conform to each representation
and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement
applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clause (ii) hereof shall be
determined on the basis of weighted average Mortgage Rates, the 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": 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.

         "Rating Agency or Rating Agencies": Fitch, 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,

                                      -31-

<PAGE>

designated by the Depositor, notice of which designation shall be given to the
Trustee and the Servicer.

         "Realized Loss": With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid principal balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(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 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 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 Servicer in respect of such REO Property or the related
Mortgage Loan for which the 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

                                      -32-

<PAGE>

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.

         If the Servicer receives Subsequent Recoveries with respect to any
Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan will be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.

         "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.

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

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

         "Regular Certificate": Any Class A Certificate, Mezzanine Certificate,
Class 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.

         "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

                                      -33-

<PAGE>


to be made, consisting of: (i) such Mortgage Loans and Prepayment Charges
related thereto as from time to time are subject to this Agreement, together
with the Mortgage Files relating thereto, and together with all collections
thereon and proceeds thereof; (ii) any REO Property, together with all
collections thereon and proceeds thereof; (iii) the Trustee's rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby); and (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) 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 all payments and other
collections of principal and interest due on the Mortgage Loans on or before the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC Rate
Carryover Reserve Account and the Cap Contracts.

         "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 I Remittance Rate for REMIC I Regular Interest
I-LTAA minus the Marker Rate, divided by (b) 12.

         "REMIC I Overcollateralized Amount": With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Balances of the REMIC I
Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6 and REMIC I Regular Interest I-LTP, 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
Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTM6 and the denominator of which
is the aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6 and
REMIC I Regular Interest I-LTZZ.



                                      -34-

<PAGE>

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

         "REMIC I Regular Interest I-LTAA": 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-LTAA 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-LTA1": 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-LTA1 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-LTA2A": 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-LTA2A
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-LTA2B": 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-LTA2B
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-LTA2C": 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-LTA2C
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-LTM1": One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest

                                      -35-

<PAGE>

in REMIC I. REMIC I Regular Interest I-LTM1 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-LTM2": 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-LTM2 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-LTM3": 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-LTM3 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-LTM4": 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-LTM4 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-LTM5": 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-LTM5 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-LTM6": 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-LTM6 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 Servicer and to a distribution of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto.


                                      -36-

<PAGE>

         "REMIC I Regular Interest I-LTZZ": 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-LTZZ 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 Remittance Rate": With respect to each REMIC I Regular
Interest and any Distribution Date, the Net WAC Pass-Through Rate.

         "REMIC I Required Overcollateralized Amount": 1% of the
Overcollateralization Target 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
the Class A Certificates, the Mezzanine Certificates, the Class CE Certificates,
the Class P Certificates and the Class R-II Interest and all amounts deposited
therein, with respect to which a separate REMIC election is to be made.

         "REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at 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
Trustee on an electronic data file or tape prepared by the Servicer pursuant to
Section 4.03 with such additions, deletions and modifications as agreed to by
the Trustee and the 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": The account or accounts maintained, or caused to be
maintained, by the 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 of such

                                      -37-

<PAGE>

REO Property during such calendar month, whether in the form of rental income,
sale proceeds (including, without limitation, that portion of the Termination
Price paid in connection with a purchase of all of the Mortgage Loans and REO
Properties pursuant to Section 9.01 that is allocable to such REO Property) or
otherwise, net of any portion of such amounts (i) payable pursuant to Section
3.23(c) in respect of the proper operation, management and maintenance of such
REO Property or (ii) payable or reimbursable to the Servicer pursuant to Section
3.23(d) for unpaid Servicing Fees in respect of the related Mortgage Loan and
unreimbursed Servicing Advances and Advances in respect of such REO Property or
the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such
REO Property for such calendar month.

         "REO Property": A Mortgaged Property acquired by the 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 attached hereto.

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

         "Residential Dwelling": Any one of the following: (i) an attached,
detached or semi-detached 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 or mobile home (as defined in 42 United States Code, Section
5402(6)).

         "Residual Certificates": The Class R Certificates.

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

         "Responsible Officer": When used with respect to the Trustee, any vice
president, managing director, director, any assistant vice president, the
Secretary, any assistant secretary, the Treasurer, any assistant treasurer, any
associate, any trust officer or assistant trust officer or any other officer of
the Trustee having direct responsibility over this Agreement or otherwise
engaged in 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.


                                      -38-

<PAGE>

         "Responsible Party": NC Capital Corporation, in its capacity as
responsible party under the Mortgage Loan Purchase Agreement.

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

         "Seller": Carrington Asset Acceptance Company, L.L.C. or its successor
in interest, in its capacity as seller under the Mortgage Loan Purchase
Agreement.

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

         "Servicer": New Century Mortgage Corporation or any successor servicer
appointed as herein provided, in its capacity as Servicer hereunder.

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

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

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

         "Servicer Termination Test": The Servicer Termination Test will be
failed with respect to any Distribution Date if the aggregate amount of Realized
Losses incurred since the Cut-off Date through the last day of the related Due
Period (reduced by the aggregate amount of Subsequent Recoveries received from
the Cut-off Date through the last day of the related Due Period) divided by
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
exceeds the applicable percentages set forth below with respect to such
Distribution Date:

                  PAYMENT DATE OCCURRING IN               PERCENTAGE
        October 2007 through September 2008                  5.00%
        October 2008 through September 2009                  6.75%
        October 2009 through September 2010                  8.00%
        September 2010 and thereafter                        8.50%

         "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 the Servicer in connection with a default, delinquency or other
unanticipated event by the 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 but not limited to foreclosures, in respect of a
particular Mortgage Loan, (iii) the management (including reasonable fees in
connection

                                      -39-

<PAGE>

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. The Servicer shall not be required to make any Nonrecoverable
Servicing Advances.

         "Servicing Fee": With respect to each Mortgage Loan and for any
calendar month, an amount equal to the Servicing Fee Rate accrued for one month
(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) on the same
principal amount on which interest on such Mortgage Loan accrues for such
calendar month, calculated on the basis of a 360-day year consisting of twelve
30-day months. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

         "Servicing Fee Rate": 0.50% per annum.

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

         "Servicing Transfer Costs": Shall mean all reasonable costs and
expenses incurred by the Trustee in connection with the transfer of servicing
from a predecessor servicer, including, without limitation, any reasonable costs
or expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee (or any successor servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and effectively.

         "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 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.

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

         "Stated Principal Balance": With respect to any Mortgage Loan: (a) as
of any date of determination up to but not including the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
Loan would be distributed, the 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
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

                                      -40-

<PAGE>

Proceeds applied by the 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 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.

         "Stepdown Date": The earlier to occur of (i) the Distribution Date on
which the aggregate Certificate Principal Balance of the Class A Certificates
has been reduced to zero and (ii) the later to occur of (a) the Distribution
Date occurring in October 2007 and (b) the first Distribution Date on which the
Credit Enhancement Percentage (calculated for this purpose only prior to any
distribution of the Principal Distribution Amount to the Certificates then
entitled to distributions of principal on such Distribution Date) is equal to or
greater than 36.20%.

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

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

         "Subsequent Recoveries": As of any Distribution Date, unexpected
amounts received by the Servicer (net of any related expenses permitted to be
reimbursed to the Servicer) specifically related to a Mortgage Loan that was the
subject of a liquidation or an REO Disposition prior to the related Prepayment
Period that resulted in a Realized Loss.

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

         "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

                                     -41-

<PAGE>

Allocation, or any successor forms, to be filed on behalf of the Trust Fund due
to the classification of portions thereof 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.

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

         "Termination Price": As defined in Section 9.01.

         "Terminator": As defined in Section 9.01.

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

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

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

         "Trigger Event": A Trigger Event is in effect on any Distribution Date
on or after the Stepdown Date if:

         (a)......the Delinquency Percentage exceeds 40.00% of the then current
Credit Enhancement Percentage; or

         (b)......the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Due Period (reduced by the
aggregate amount of Subsequent Recoveries received since the Cut-off Date
through the last day of the related Due Period) divided by aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:

                  DISTRIBUTION DATE OCCURRING IN             PERCENTAGE
           October 2007 through September 2008                  3.00%
           October 2008 through September 2009                  4.50%
           October 2009 through September 2010                  5.75%
           September 2010 and thereafter                        6.50%

         "Trust Fund": Collectively, all of the assets of each Trust REMIC, the
Net WAC Rate Carryover Reserve Account, the Cap Contracts and the other assets
conveyed by the Depositor to the Trustee pursuant to Section 2.01.

         "Trust REMIC": Any of REMIC I or REMIC II.


                                      -42-

<PAGE>

         "Trustee": Deutsche Bank National Trust Company, a national banking
association, or its successor in interest, or any successor trustee appointed as
herein provided.

         "Trustee 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
the Trustee Fee Rate accrued for one month on the aggregate Stated Principal
Balance of the Mortgage Loans and any REO Properties as of the first day of the
related Due Period (or, in the case of the initial Distribution Date, as of the
Cut-off Date), calculated on the basis of a 360-day year consisting of twelve
30-day months.

         "Trustee Fee Rate": 0.01% per annum.

         "Uncertificated Balance": The amount of any REMIC I Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each REMIC I 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 shall be reduced by all distributions of principal made on such
REMIC I Regular Interest on such Distribution Date pursuant to Section 4.01 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by
interest deferrals as provided in Section 4.01(a)(1)(A)(i). The Uncertificated
Balance of each REMIC I Regular Interest shall never be less than zero.

         "Uncertificated Interest": With respect to any REMIC I Regular Interest
for any Distribution Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance thereof immediately prior to such Distribution
Date. Uncertificated Interest in respect of any REMIC I 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, 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 pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
I Regular Interest shall be reduced by Realized Losses, if any, allocated to
such REMIC I Regular Interest pursuant to Section 1.02 and Section 4.04.

         "Underwriters' Exemption": An individual exemption issued by the United
States Department of Labor, Prohibited Transaction Exemption 91-23 (56 Fed. Reg.
15936, April 19, 1991), as amended, to Citigroup Global Markets Inc. (formerly
known as Salomon Smith Barney Inc.), for specific offerings in which Citigroup
Global Markets Inc. or any person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with
Citigroup Global Markets Inc. is an underwriter, placement agent or a manager or
co-manager of the underwriting syndicate or selling group where the trust and
the offered certificates meet specified conditions. The Underwriters' Exemption,
as amended, provides a

                                      -43-

<PAGE>

partial exemption for transactions involving certificates representing a
beneficial interest in a trust and entitling the holder to pass-through payments
of principal, interest and/or other payments with respect to the trust's assets.

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

         "United States Person": A citizen or resident of the United States, a
corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate the income of
which from sources without the United States is includible in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term "United States"
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.

         "Value": With respect to any Mortgaged Property, 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 the
Originator in accordance with the Originator'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 the Originator in accordance with the Originator'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.



                                      -44-

<PAGE>

         "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, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated to the holders of the Class P Certificates and 1% of all Voting Rights
will be allocated among the holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.

     SECTION 1.02 Allocation of Certain Interest Shortfalls.

         For purposes of calculating the amount of Accrued Certificate Interest
and the amount of the Interest Distribution Amount for the Class A Certificates,
the Mezzanine Certificates 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 Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfall incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates based
on, and to the extent of, one month's interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Class A Certificates and the Mezzanine 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 (2) the aggregate amount of any Realized
Losses incurred for any Distribution Date shall be allocated to the Class CE
Certificates based on, and to the extent of, one month's interest at the then
applicable Pass-Through Rate on the Notional Amount of the Class CE
Certificates.

         For purposes of calculating the amount of Uncertificated Interest for
the REMIC I Regular Interests for any Distribution Date, the aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC I Regular Interest I-LTAA, REMIC I Regular Interest
I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B,
REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6 and REMIC I Regular Interest I-LTZZ PRO RATA based on, and to the extent
of, one month's interest at the then applicable respective Pass-Through Rate on
the respective Uncertificated Balance of each such REMIC I Regular Interest.


                                      -45-

<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, all the right,
title and interest of the Depositor, including any security interest therein for
the benefit of the Depositor, in and to the Mortgage Loans identified on the
Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan
Purchase Agreement, and all other assets included or to be included in REMIC I.
Such assignment includes all interest and principal received by the Depositor or
the Servicer on or with respect to the Mortgage Loans (other than payments of
principal and interest due on such Mortgage Loans on or before the Cut-off
Date). The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement.

         In connection with such transfer and assignment, the Depositor, does
hereby deliver to, and deposit with the Trustee the following documents or
instruments with respect to each Mortgage Loan so transferred and assigned (in
each case, a "Mortgage File"):

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

          (ii) the original Mortgage with evidence of recording thereon, and 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 in blank;

          (iv) the original recorded Assignment or Assignments 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);

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

          (vi) the original lender's title insurance policy or, if the original
     title policy has not been issued, the irrevocable commitment to issue the
     same.

         With respect to a maximum of approximately 2.0% 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

                                      -46-

<PAGE>


obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if
available, with a lost note affidavit substantially in the form of Exhibit H
attached hereto. If any of the original Mortgage Notes for which a lost note
affidavit was delivered to the Trustee is subsequently located, such original
Mortgage Note shall be delivered to the Trustee 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 Trustee of a copy of each such
document certified by the Originator in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete copy
of the original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the Trustee promptly upon receipt
thereof of either the original or a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original. Notice shall be provided to the Trustee and the Rating Agencies by the
Depositor 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 Trustee, promptly after receipt thereof, the
original lender's title insurance policy. The Depositor shall deliver or cause
to be delivered to the Trustee promptly upon receipt thereof any other original
documents constituting a part of a Mortgage File received with respect to any
Mortgage Loan, including, but not limited to, any original documents evidencing
an assumption or modification of any Mortgage Loan.

         The Trustee shall enforce the obligations of the Seller under the
Mortgage Loan Purchase Agreement to promptly (within sixty Business Days
following the later of the Closing Date and the date of receipt by the Trustee
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 the expense of the Responsible Party and at no expense to the Trust Fund, the
Trustee or the Depositor, in the appropriate public office for real property
records, each Assignment referred to in Sections 2.01(iii) and (iv) above and
the Depositor shall execute each original Assignment or cause each original
Assignment to be executed in the following form: "Deutsche Bank National Trust
Company, as Trustee under the applicable agreement." In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Seller shall promptly prepare or cause to be prepared (at the expense of the
Responsible Party) 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. If the Responsible Party is unable to pay the cost of recording the
Assignments, such expense will be paid by the Trustee and shall be reimbursable
to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the
foregoing, the Trustee shall not be responsible for determining whether any
Assignment delivered by the Depositor hereunder is in recordable form.

         Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, the Assignments shall
not be required to be submitted for recording (except with respect to any
Mortgage Loan located in Maryland) unless

                                      -47-

<PAGE>

the Trustee or the Depositor receives written notice that such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided, however, the Trustee shall enforce the
obligations of the Seller under the Mortgage Loan Purchase Agreement to submit
or cause to be submitted each Assignment for recording in the manner described
above, at no expense to the Trust Fund or the Trustee, upon the earliest to
occur of: (i) reasonable direction by Holders of Certificates entitled to at
least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of
Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Servicer, (iv) the occurrence of a servicing transfer as
described in Section 7.02 hereof, (v) with respect to any one Assignment, the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage and (vi) any Mortgage Loan that is 90 days or more
Delinquent. Upon receipt of written notice by the Trustee from the Servicer that
recording of the Assignments is required pursuant to one or more of the
conditions set forth in the preceding sentence, the Depositor shall be required
to deliver such Assignments or shall cause such Assignments to be delivered
within 30 days following receipt of such notice.

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

         The Depositor and the Trustee hereto understand and agree that it is
not intended that any Mortgage Loan be included in the Trust that is a
"High-Cost Home Loan" as defined by the Homeownership and Equity Protection Act
of 1994 or any other applicable predatory or abusive lending laws.

         The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Cap Contracts on the Closing Date and
thereafter on behalf of the Holders of the Class A Certificates and the
Mezzanine Certificates. The Depositor, the Servicer and the Holders of the Class
A Certificates and the Mezzanine Certificates by their acceptance of such
Certificates acknowledge and agree that the Trustee shall execute, deliver and
perform its obligations under the Cap Contracts and shall do so solely in its
capacity as Trustee of the Trust Fund and not in its individual capacity.

     SECTION 2.02 Acceptance of REMIC I by Trustee.

         The Trustee, acknowledges receipt, subject to the provisions of Section
2.01 and subject to any exceptions noted on the exception report described in
the next paragraph below, of 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 attributable thereto 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

                                      -48-

<PAGE>

other assets included in the definition of "REMIC I" in trust for the exclusive
use and benefit of all present and future Certificateholders.

         The Trustee agrees, for the benefit of the Certificateholders, to
review each Mortgage File on or before the Closing Date and to certify in
substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in the exception report
annexed thereto as not being covered by such certification), (i) all documents
constituting part of such Mortgage File (other than such documents described in
Section 2.01(v)) required to be delivered to it pursuant to this Agreement are
in its possession, (ii) such documents have been reviewed by it and appear
regular on their face and relate to such Mortgage Loan and (iii) based on its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (i), (iii), (xi), (xii) and
(xv) 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 Trustee 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, valid, legally
binding, effective or appropriate for the represented purpose or whether they
have actually been recorded or are in recordable form or that they are other
than what they purport to be on their face, (ii) to determine whether any
Mortgage File should include any of the documents specified in clause (v) of
Section 2.01 or (iii) to determine the perfection or priority of any security
interest in any such documents or instruments. Notwithstanding the foregoing, in
conducting the review described in this Section 2.02, the Trustee shall not be
responsible for determining (i) if an Assignment is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage or (ii) if a Mortgage creates a first lien on,
or first priority security interest in, a Mortgaged Property.

         Prior to the first anniversary date of this Agreement, the Trustee
shall deliver to the Depositor and the Servicer a final certification in the
form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage
Files, with any applicable exceptions noted thereon, and the 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 Trustee
finds any document or documents constituting a part of a Mortgage File to be
missing or defective in any material respect, at the conclusion of its review
the Trustee shall so notify the Depositor and the Servicer. In addition, upon
the discovery by the Depositor, the Servicer or the Trustee of a breach of any
of the representations and warranties made by either the Responsible Party or
the Seller in the related Mortgage Loan Purchase Agreement in respect of any
Mortgage Loan which materially adversely affects such Mortgage Loan or the
interests of the Certificateholders in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties.

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


                                      -49-

<PAGE>

     SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the
          Originators and the Seller.

         (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 the Responsible Party or the Seller of any representation, warranty or
covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage
Loan that materially adversely affects the value of such Mortgage Loan or the
interest therein of the Certificateholders, the Trustee shall promptly notify
the Seller, the Responsible Party and the Servicer of such defect, missing
document or breach and request that the Responsible Party or the Seller, as
applicable, deliver such missing document or cure such defect or breach within
60 days from the date the Responsible Party or the Seller, as applicable, was
notified of such missing document, defect or breach, and if the Responsible
Party or the Seller, as applicable, does not deliver such missing document or
cure such defect or breach in all material respects during such period, the
Trustee shall enforce the obligations of the Responsible Party or the Seller, as
applicable, under the Mortgage Loan Purchase Agreement to repurchase such
Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date
on which the Responsible Party or the Seller, as applicable, was notified
(subject to Section 2.03(c)) of such missing document, defect or breach, if and
to the extent that the Responsible Party or the Seller is obligated to do so
under the Mortgage Loan Purchase Agreement. The Purchase Price for the
repurchased Mortgage Loan shall be remitted to the Servicer for deposit in the
Collection Account and the Trustee, upon receipt of written certification from
the Servicer of such deposit, shall release to the Responsible Party or the
Seller, as applicable, the related Mortgage File and the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Responsible Party or the Seller, as applicable, shall furnish
to it and as shall be necessary to vest in the Responsible Party or the Seller,
as applicable, any Mortgage Loan released pursuant hereto. The Trustee shall not
have any further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement, the Responsible Party or the Seller, as
applicable, 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(b). It is understood and agreed that the obligation of
the Responsible Party and the Seller 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 and the Certificateholders.

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

         As to any Deleted Mortgage Loan for which the Responsible Party or the
Seller substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the Responsible Party or the Seller, as
applicable, delivering to 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

                                      -50-

<PAGE>

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 Trustee shall acknowledge
receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten
Business Days thereafter, shall review such documents as specified in Section
2.02 and deliver to the Depositor and the Servicer, with respect to such
Qualified Substitute Mortgage Loan or Loans, a certification substantially in
the form attached hereto as Exhibit C-1, with any applicable exceptions noted
thereon. Within one year of the date of substitution, the Trustee shall deliver
to the Depositor and the Servicer a certification substantially in the form of
Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or
Loans, with any applicable exceptions noted thereon. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of substitution are
not part of REMIC I and will be retained by the Responsible Party or the Seller,
as applicable. 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 Responsible
Party or the Seller, as applicable, 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. 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 the Mortgage Loan
Purchase Agreement, including, all applicable representations and warranties
thereof included in the Mortgage Loan Purchase Agreement.

         For any month in which the Responsible Party or the Seller, as
applicable, substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the 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 Stated Principal Balance thereof as of
the date of substitution, together with one month's interest on such Stated
Principal Balance at the applicable Net Mortgage Rate, plus all outstanding
Advances and Servicing Advances (including Nonrecoverable Advances and
Nonrecoverable Servicing Advances) related thereto. On the date of such
substitution, the Responsible Party or the Seller, as applicable, will deliver
or cause to be delivered to the Servicer for deposit in the Collection Account
an amount equal to the Substitution Shortfall Amount, if any, and the Trustee,
upon receipt of the related Qualified Substitute Mortgage Loan or Loans and
certification by the Servicer of such deposit, shall release to the Responsible
Party or the Seller, as applicable, the related Mortgage File or Files and the
Trustee shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, the Responsible Party or the Seller, as applicable,
shall deliver to it and as shall be necessary to vest therein any Deleted
Mortgage Loan released pursuant hereto.

         In addition, the Responsible Party or the Seller, as applicable, shall
obtain at its own expense and deliver to the Trustee an Opinion of Counsel to
the effect that such substitution will not cause (a) any federal tax to be
imposed on any Trust REMIC, including without

                                     -51-

<PAGE>

limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a
REMIC at any time that any Certificate is outstanding.

         (c) Upon discovery by the Depositor, the Servicer or the Trustee that
any Mortgage Loan does not constitute a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall within
two Business Days give written notice thereof to the other parties. In
connection therewith, the Responsible Party shall repurchase or, subject to the
limitations set forth in Section 2.03(b), 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. Any such repurchase or substitution shall be made in the same
manner as set forth in Section 2.03(a). The Trustee shall reconvey to the
Responsible Party the Mortgage Loan to be released pursuant hereto in the same
manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty.

     SECTION 2.04 Reserved.

     SECTION 2.05 Representations, Warranties and Covenants of the Servicer.

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

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

          (ii) The 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. The 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 and the Trustee, constitutes a legal, valid and
     binding obligation of the 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 the Servicer,
     the servicing of the Mortgage Loans by the Servicer hereunder, the
     consummation by the

                                      -52-

<PAGE>


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

          (iv) The Servicer is a HUD approved servicer. No event has occurred,
     including but not limited to a change in insurance coverage, that would
     make the Servicer unable to comply with HUD eligibility requirements or
     that would require notification to HUD;

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

          (vii) There are no actions or proceedings against, or investigations
     known to it of, the 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 the Servicer of its obligations under, or
     validity or enforceability of, this Agreement;

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

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


                                      -53-

<PAGE>

          (x) The Servicer has fully furnished and will continue to fully
     furnish, in accordance with the Fair Credit Reporting Act and its
     implementing regulations, accurate and complete information (e.g.,
     favorable and unfavorable) on its borrower credit files to Equifax,
     Experian and Trans Union Credit Information Company or their successors on
     a monthly basis.

         It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee and shall inure to the benefit of the Trustee, the
Depositor and the Certificateholders. Upon discovery by any of the Depositor,
the Servicer or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to the Trustee. Subject to
Section 7.01, unless such breach shall not be susceptible of cure within 90
days, the obligation of the Servicer set forth in this Section 2.05 to cure
breaches shall constitute the sole remedy against the Servicer available to the
Certificateholders, the Depositor 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 Servicer or receipt of notice by the
Servicer of the breach of the representation or covenant of the Servicer set
forth in Section 2.05(ix) above, which breach materially and adversely affects
the interests of the Holders of the Class P Certificates in any Prepayment
Charge, the Servicer shall remedy such breach as follows: the Seller must pay
the amount of the scheduled Prepayment Charge, for the benefit of the Holders of
the Class P Certificates, by depositing such amount into the Collection Account,
net of any amount previously collected by the Servicer or paid by the Servicer,
for the benefit of the Holders of the Class P Certificates, in respect of such
Prepayment Charge.

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

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


                                      -54-

<PAGE>

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

     SECTION 2.08 Issuance of Class R Certificates.

         The Trustee acknowledges the assignment to it of the REMIC Regular
Interests and, concurrently therewith and in exchange therefor, pursuant to the
written request of the Depositor executed by an officer of the Depositor, the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R Certificates in authorized denominations.



                                      -55-

<PAGE>

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

     SECTION 3.01 Servicer to Act as Servicer.

         The Servicer shall service and administer the Mortgage Loans on behalf
of the Trust Fund and in the best interests of and for the benefit of the
Certificateholders (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 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, the 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 Sub-Servicer to waive) a
Prepayment Charge only under the following circumstances: (i) such waiver is
standard and customary in servicing similar Mortgage Loans and (ii) either (A)
such waiver would, in the reasonable judgement of the 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 the Servicer or an applicable Sub-Servicer an intention to refinance
the related Mortgage Loan and (y) the Servicer has concluded in its reasonable
judgement that the waiver of such Prepayment Charge would induce such mortgagor
to refinance with the Servicer or (iii) collection of the related Prepayment
Charge would violate applicable law. If a Prepayment Charge is waived as
permitted by meeting both of the standards described in clauses (i) and (ii)(B)
or (iii) above, then the 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. Notwithstanding any other provisions of
this Agreement, any payments made by the Servicer in respect of any

                                      -56-

<PAGE>

waived Prepayment Charges pursuant to clauses (i) and (ii)(B) 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 Trust Fund, the Certificateholders and the Trustee or any of
them, and upon written notice to the Trustee, 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 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

                                      -57-

<PAGE>

Code (or Treasury regulations promulgated thereunder) and (B) cause any Trust
REMIC 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 such agreements would not result in a withdrawal or a
downgrading by any Rating Agency of the rating on any Class of Certificates. The
Trustee is hereby authorized to acknowledge, at the request of the Servicer, any
Sub-Servicing Agreement that, based on an Officers' Certificate of the Servicer
delivered to the Trustee (upon which the Trustee can conclusively rely), 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
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 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, upon its request, copies of all
Sub-Servicing Agreements,

                                      -58-

<PAGE>

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 and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement,
including, without limitation, any obligation of a Sub-Servicer to make advances
in respect of delinquent payments as required by a Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the 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
enforcing the obligations of a Sub-Servicer 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.

     SECTION 3.03 Successor Sub-Servicers.

         The Servicer 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 Trustee (if the Trustee is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in the
event that the Servicer (or the Trustee, if it 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 and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to the
same extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Mortgage Loans. The Servicer shall be
entitled to enter into any agreement with a Sub-

                                      -59-

<PAGE>

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.

     SECTION 3.05 No Contractual Relationship Between Sub-Servicers, the Trustee
          or the 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 Trustee and the Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Sub-Servicer except as set forth in Section
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 the
          Trustee.

         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 Trustee, its designee or other successor Servicer 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 Trustee, such designee or
other successor Servicer elects to terminate any Sub-Servicing Agreement in
accordance with its terms as provided in Section 3.03. Upon such assumption, the
Trustee, its designee or the successor Servicer for the Trustee appointed
pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have
assumed all of the Servicer's interest therein and to have replaced the 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 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 Trustee, 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 Trustee, 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.

         The Servicing Fee payable to the Trustee as successor Servicer or other
successor Servicer shall be payable from payments received on the Mortgage Loans
in the amount and in the manner set forth in this Agreement.

     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

                                      -60-

<PAGE>

consistent with this Agreement and the terms and provisions of any applicable
insurance policies, follow such collection procedures as it would follow with
respect to mortgage loans comparable to the Mortgage Loans and held for its own
account. Consistent with the foregoing, the 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.

     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 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

                                      -61-

<PAGE>

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 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 IX. 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.

     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 and the Certificateholders. 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;


                                      -62-

<PAGE>

          (iii) all Insurance Proceeds, 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 9.01) and Subsequent Recoveries;

          (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, Section 3.16 or Section 9.01;

          (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 Account shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges,
modification or 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 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 Trust Fund and the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to
the Trustee in immediately available funds for deposit in the Distribution
Account by 1:00 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 the amount of
any funds reimbursable to an Advancing Person pursuant to Section 3.26 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

                                      -63-

<PAGE>

the definition of "Eligible Account," the Servicer shall, by 1:00 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
Responsible Party, 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 of the location of
the Collection Account maintained by it when established and prior to any change
thereof. The Trustee shall give notice to the Servicer and the Depositor of the
location of the Distribution Account when established and prior to any change
thereof.

         (d) Funds held in the Collection Account at any time may be delivered
by the Servicer to the Trustee 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 (and in such event, the
Servicer shall provide the Trustee with written instructions regarding the
investment of such funds); provided, however, that the Trustee shall have the
sole authority to withdraw any funds held pursuant to this subsection (d). In
the event the Servicer shall deliver to the Trustee for deposit in the
Distribution Account any amount not required to be deposited therein, it may at
any time request in writing that the Trustee withdraw such amount from the
Distribution Account and remit to it any such amount, any provision herein to
the contrary notwithstanding. In no event shall the Trustee incur liability as a
result of withdrawals from the Distribution Account at the direction of the
Servicer in accordance with the immediately preceding sentence. In addition, the
Servicer shall deliver to the Trustee from time to time for deposit, and the
Trustee shall so deposit, in the Distribution Account:

          (i) any 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 9.01; and

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

         (e) 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 (and the Distribution Account to the extent that funds therein are
deemed to be part of the Collection Account).


                                      -64-

<PAGE>

     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 Trustee 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
     Advances, but only to the extent of amounts received which represent Late
     Collections (net of the related Servicing Fees) of Monthly Payments on
     Mortgage Loans with respect to which such 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, as applicable, (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, Insurance
     Proceeds and Subsequent Recoveries 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, Insurance Proceeds and Subsequent
     Recoveries 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 Depositor, the Responsible Party 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 Advance previously made which
     the Servicer has determined to be a Nonrecoverable 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 3.02(b) and Section 6.03;

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


                                      -65-

<PAGE>

          (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
     9.01.

         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), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee, 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
Officers' Certificate in the form described under Section 4.03(d) shall suffice
for such written notification to the Trustee in respect of clause (vi) hereof.

         (b) The Trustee 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 in accordance with
     Section 4.01;

          (ii) to pay to itself amounts to which it is entitled pursuant to
     Section 8.05 or for Extraordinary Trust Fund Expenses;

          (iii) to reimburse itself pursuant to Section 7.02;

          (iv) to pay any amounts in respect of taxes pursuant to Section
     10.01(g)(iii);

          (v) to pay to an Advancing Person reimbursements for Advances and/or
     Servicing Advances pursuant to Section 3.26; and

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

     SECTION 3.12 Investment of Funds in the Collection 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")
to invest the funds in such Investment Account in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day immediately preceding the date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement, if a Person other than the Trustee is the obligor thereon, and (ii)
no later than the date on which such funds are required to be withdrawn from
such account pursuant to this Agreement, if the Trustee is the obligor thereon.
Amounts in the Distribution Account shall be held uninvested. 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 Trustee for
the benefit of the Certificateholders. The Trustee shall be entitled to

                                      -66-

<PAGE>

sole possession (except with respect to investment direction of funds held in
the Collection 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 Trustee or its agent, together
with any document of transfer necessary to transfer title to such investment to
the Trustee or its nominee. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the party with investment discretion over such Investment Account 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 Trustee 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) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment (of which a Responsible Officer of the Trustee obtains actual
knowledge), the Trustee may and, subject to Section 8.01 and Section 8.02(v),
upon the request of 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.

         (d) The Trustee or its Affiliates are permitted to receive additional
compensation that could be deemed to be in the Trustee's economic self-interest
for (i) serving as investment adviser, administrator, shareholder servicing
agent, custodian or sub-custodian with respect to certain of the Permitted
Investments, (ii) using Affiliates to effect transactions in certain Permitted
Investments and (iii) effecting transactions in certain Permitted Investments.
Such compensation shall not be considered an amount that is reimbursable or
payable to the Trustee pursuant to Section 3.11 or 3.12 or otherwise payable in
respect of Extraordinary Trust Fund Expenses.


                                      -67-

<PAGE>

     SECTION 3.13 [Reserved].

     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, plus accrued
interest at the Mortgage Rate and related Servicing Advances. 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, 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).

         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

                                      -68-

<PAGE>


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 and
Certificateholders, 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. 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 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 Originator 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 the Originator's
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

                                      -69-

<PAGE>

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
that any such substitution, modification or assumption agreement has been
completed by forwarding 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 exercise its discretion, consistent with
customary servicing procedures and the terms of this Agreement, with respect to
the enforcement and servicing of defaulted Mortgage Loans in such manner as will
maximize the receipt of principal and interest with respect thereto, including,
but not limited to, the modification of such Mortgage Loan, or foreclosure upon
the related Mortgaged Property and disposition thereof.

         In furtherance of the foregoing, 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 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
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

                                      -70-

<PAGE>

substance on the related Mortgaged Property, the Servicer shall not, on behalf
of the Trust Fund either (i) obtain title to such Mortgaged Property as a result
of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession
of, or take any other action with respect to, such Mortgaged Property, if, as a
result of any such action, the Trustee, the Trust Fund or the Certificateholders
would be considered to hold title to, to be a "mortgagee-in-possession" of, or
to be an "owner" or "operator" of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Servicer
has also previously determined, based on its reasonable judgment and a report
prepared by an Independent 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 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 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
Servicer determines

                                      -71-

<PAGE>

in good faith will otherwise become subject to foreclosure proceedings (evidence
of such determination to be delivered in writing to the Trustee, in form and
substance satisfactory to the Trustee prior to purchase), at a price equal to
the Purchase Price; provided, however, that the 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. The Purchase
Price for any Mortgage Loan or related REO Property purchased hereunder shall be
deposited in the Collection Account, and the Trustee, upon receipt of written
certification from the Servicer of such deposit, shall release or cause to be
released to the 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 Servicer shall furnish and as shall be necessary to vest in the
Servicer title to any Mortgage Loan or related REO Property released pursuant
hereto.

         (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries, 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 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 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 immediately notify or
cause to be notified the Trustee by a certification in the form of Exhibit E
(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 Trustee
shall promptly release the related Mortgage File to the Servicer at no cost to
the Trustee or the Trust Fund. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or the Distribution Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall, upon any
request made by or on behalf of the Servicer and delivery to the Trustee of a
Request for Release in the form of Exhibit E, release the related

                                      -72-

<PAGE>

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 Release shall obligate the Servicer to return
each and every document previously requested from the Mortgage File to the
Trustee 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 Trustee an additional Request for Release certifying as
to such liquidation or action or proceedings. Upon the request of the Trustee,
the Servicer shall provide notice to the Trustee 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 Trustee 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, 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 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, Liquidation Proceeds or
Subsequent Recoveries 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. Except as provided in Sections 3.26, 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 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.


                                      -73-

<PAGE>

         Additional servicing compensation in the form of assumption or
modification fees, 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, servicing compensation of each
Sub-Servicer, and to the extent provided herein in Section 8.05, the expenses of
the Trustee) and shall not be entitled to reimbursement therefor except as
specifically provided herein.

     SECTION 3.19 Reports to the Trustee and Others; Collection Account
          Statements.

         Not later than twenty days after each Distribution Date, the Servicer
shall forward to the Trustee (upon the Trustee's request) and the Depositor the
most current available bank statement for the Collection Account. Copies of such
statement shall be provided by the Trustee to any Certificateholder and to any
Person identified to the Trustee 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 Trustee.

     SECTION 3.20 Statement as to Compliance.

         Not later than March 15th of each calendar year commencing in 2005, the
Servicer will deliver to the Trustee and the Depositor an Officers' Certificate
(upon which the Trustee can conclusively rely in connection with its obligations
under Section 4.06) substantially in the form of Exhibit J attached hereto
stating, as to each signatory thereof, that (i) a review of the activities of
the Servicer during the preceding calendar year and of performance under this
Agreement has been made under such officer's supervision and (ii) to the best of
such officer's knowledge, based on such review, the Servicer has fulfilled all
of its obligations under this Agreement throughout such calendar 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 Trustee to any
Certificateholder and to any Person identified to the Trustee 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 Trustee.

     SECTION 3.21 Independent Public Accountants' Servicing Report.

         Not later than March 15th of each calendar year commencing in 2005, 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

                                      -74-

<PAGE>

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 calendar 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, at its own expense, furnish a copy of such report to the Trustee and each
Rating Agency. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request, provided that such statement is delivered by the
Servicer to the Trustee.

     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 or Certificate Owner,
access to the documentation in the Servicer's possession 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 in the Servicer's possession regarding the Mortgage Loans will
be provided to any Certificateholder or Certificate Owner, the Trustee and to
any Person identified to the Servicer as a prospective transferee of a
Certificate; provided, however, that providing access to such Person will not
violate any applicable laws, 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.

     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, on behalf of the Trust Fund and for
the benefit of the Certificateholders. The Servicer, on behalf of REMIC I, shall
either sell any REO Property prior to the end of the third taxable year 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 Trustee an Opinion of Counsel, addressed to the Trustee
and the Depositor, to the effect that the holding by REMIC I of such REO
Property subsequent to three years after its acquisition will not result in the
imposition on any Trust REMIC of taxes on "prohibited transactions" thereof, as
defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify
as a REMIC under Federal law at any time that any Certificates are outstanding.
The 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

                                      -75-

<PAGE>


qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by any Trust REMIC of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code,
or any "net income from foreclosure property" which is subject to taxation under
the REMIC Provisions.

         (b) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall establish and maintain, 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 (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 the sole discretion to determine whether an
immediate sale of an REO Property or continued management of such REO Property
is in the best interests of the Certificateholders. In furtherance of the
foregoing, 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:

          (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, the Servicer shall not and the Trustee
shall not knowingly authorize the Servicer to:

                                      -76-

<PAGE>

          (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 Servicer and the Trustee, 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:

          (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 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

                                      -77-

<PAGE>

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 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 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 Trustee for deposit into the
Distribution Account by 1:00 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

                                      -78-

<PAGE>

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 any Trust REMIC or the Trust Fund.

     SECTION 3.25 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 Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any successor Servicer in respect of any such liability. Such indemnities shall
survive the termination or discharge of this Agreement. Notwithstanding the
foregoing, this Section 3.25 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 3.26 Advance Facility.

         (a) The Servicer is hereby authorized to enter into a facility with any
Person which provides that such Person (an "Advancing Person") may fund Advances
and/or Servicing Advances to the Trust Fund under this Agreement, although no
such facility shall reduce or otherwise affect the Servicer's obligation to fund
such Advances and/or Servicing Advances. If the Servicer enters into such an
Advance Facility pursuant to this Section 3.26, upon reasonable request of the
Advancing Person, the Trustee shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advance Facility. If
the Trustee enters into such an Advance Facility pursuant to this Section 3.26,
the Servicer shall also be a party to such Advance Facility. To the extent that
an Advancing Person funds any Advance or any Servicing Advance and the Servicer
provides the Trustee with an Officers' Certificate that such Advancing Person is
entitled to reimbursement, such Advancing Person shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent provided
in Section 3.26(b). Such Officers' Certificate must specify the amount of the
reimbursement, the Section of this Agreement that permits the applicable Advance
or Servicing Advance to be reimbursed and the section(s) of the Advance Facility
that entitle the Advancing Person to request reimbursement from the Trustee,
rather than the Servicer or proof of an Event of Default under the Advance
Facility. The Trustee shall have no duty or liability with respect to any
calculation of any reimbursement to be paid to an Advancing Person and shall be
entitled to rely without independent investigation on the Advancing Person's
notice provided pursuant to this Section 3.26. The Trustee shall have no
responsibility to track or monitor the administration of the Advance Facility.
An Advancing Person whose obligations hereunder are limited to the funding of
Advances and/or Servicing Advances shall not be required to meet the
qualifications of the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof
and will not be deemed to be a Sub-Servicer under this Agreement.


                                      -79-

<PAGE>

         (b) If an advancing facility is entered into, then the Servicer shall
not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section
3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund,
but instead the Servicer shall remit such amounts in accordance with the
documentation establishing the Advance Facility to such Advancing Person or to a
trustee, agent or custodian (an "Advance Facility Trustee") designated by such
Advancing Person. The Trustee is hereby authorized to pay to the Advancing
Person, reimbursements for Advances and Servicing Advances from the Distribution
Account to the same extent the Servicer would have been permitted to reimburse
itself for such Advances and/or Servicing Advances in accordance with
3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be,
had the Servicer itself funded such Advance or Servicing Advance. The Trustee is
hereby authorized to pay directly to the Advancing Person such portion of the
Servicing Fee as the parties to any advancing facility agree in writing.

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

         (d) Any amendment to this Section 3.26 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.26, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee and the Servicer without the consent of any
Certificateholder, notwithstanding anything to the contrary in this Agreement;
provided, however, such amendment shall otherwise comply with Section 11.01
hereof. All costs and expenses (including attorneys' fees) of each party hereto
related to such amendment shall be borne by the Servicer without reimbursement
from the Trust Fund.

     SECTION 3.27 [Reserved].

     SECTION 3.28 Net WAC Rate Carryover Reserve Account.

         (a) No later than the Closing Date, the Trustee shall establish and
maintain with itself, as agent for the Trustee, a separate, segregated trust
account titled, "Net WAC Rate Carryover Reserve Account, Deutsche Bank National
Trust Company, as Trustee, in trust for the registered holders of Carrington
Mortgage Loan Trust, Series 2004-NC2, Asset Backed Pass-Through Certificates."
On the Business Day prior to each Distribution Date, the Trustee will deposit
any amounts received under the Cap Contracts into the Net WAC Carryover Reserve
Account. All amounts deposited in the Net WAC Rate Carryover Reserve Account
shall be distributed to the Holders of the Class A Certificates and the
Mezzanine Certificates in the manner set forth in Section 4.01(a)(4).

         (b) On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class CE Certificateholders
to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account
the amounts described in Section 4.01(a)(4), rather than distributing such
amounts to the Class CE Certificateholders. On each such Distribution Date, the
Trustee shall hold all such amounts for the benefit of the Holders of the Class
A Certificates and the Mezzanine Certificates, and will distribute such amounts
to the Holders of the Class A

                                      -80-

<PAGE>

Certificates and the Mezzanine Certificates in the amounts and priorities set
forth in Section 4.01(a).

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

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

         (e) Amounts on deposit in the Net WAC Rate Carryover Reserve Account
shall remain uninvested.

         (f) For federal tax return and information reporting, the right of the
Holders of the Class A Certificates and the Mezzanine Certificates to receive
payments from the Net WAC Rate Carryover Reserve Account in respect of any Net
WAC Rate Carryover Amount shall be assigned a value of $199,800.00 and
$282,000.00, respectively.


                                      -81-

<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

     SECTION 4.01 Distributions.

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

          (i) first, to Holders of REMIC I Regular Interest I-LTAA, REMIC I
     Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
     Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
     Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
     I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
     REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest I-LTZZ, 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-LTZZ shall be reduced when the sum of 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-LTZZ Uncertificated Interest Deferral
     Amount and such amounts will be payable to the Holders of REMIC I Regular
     Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
     I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1,
     REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
     Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I
     Regular Interest I-LTM6 in the same proportion as the Overcollateralization
     Increase Amount is allocated to the Corresponding Certificates and the
     Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be
     increased by such amount;

          (ii) second, 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:

               (a) 98.00% of such remainder (less the amount payable in clause
          (e) below), to the Holders of REMIC I Regular Interest I-LTAA, until
          the Uncertificated Balance of such REMIC I Regular Interest is reduced
          to zero;

               (b) 2% of such remainder, first to the Holders of REMIC I Regular
          Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
          Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
          Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
          Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
          Interest I-LTM5 and REMIC I Regular Interest I-LTM6, 1.00% of and in
          the same proportion as

                                      -82-

<PAGE>

          principal payments are allocated to the Corresponding Certificates,
          until the Uncertificated Balances of such REMIC I Regular Interests
          are reduced to zero; and second, to the Holders of REMIC I Regular
          Interest I-LTZZ, (less the amount payable in clause (c) below), until
          the Uncertificated Balance of such REMIC I Regular Interest is reduced
          to zero; then

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

               (d) any remaining amount to the Holders of the Class R
          Certificates (as Holder of the Class R-I Interest);

provided, however, that 98.00% and 2.00% of any principal payments that are
attributable to an Overcollateralization Reduction Amount shall be allocated to
Holders of REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ,
respectively.

          (2) On each Distribution Date, the Trustee shall withdraw from the
     Distribution Account an amount equal to the Interest Remittance Amount and
     distribute to the Certificateholders the following amounts, in the
     following order of priority:

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

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

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

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

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

               (vi) to the Holders of the Class M-5 Certificates, an amount
          equal to the Interest Distribution Amount allocable to the Class M-5
          Certificates; and

               (vii) to the Holders of the Class M-6 Certificates, an amount
          equal to the Interest Distribution Amount allocable to the Class M-6
          Certificates

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


                                      -83-

<PAGE>

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

          (i) to the Holders of the Class A Certificates (allocated among the
     Class A Certificates in the priority described below), until the aggregate
     Certificate Principal Balance of the Class A Certificates have been reduced
     to zero;

          (ii) to the Holders of the Class M-1 Certificates, until the
     Certificate Principal Balance of the Class M-1 Certificates has been
     reduced to zero;

          (iii) to the Holders of the Class M-2 Certificates, until the
     Certificate Principal Balance of the Class M-2 Certificates has been
     reduced to zero;

          (iv) to the Holders of the Class M-3 Certificates, until the
     Certificate Principal Balance of the Class M-3 Certificates has been
     reduced to zero;

          (v) to the Holders of the Class M-4 Certificates, until the
     Certificate Principal Balance of the Class M-4 Certificates has been
     reduced to zero;

          (vi) to the Holders of the Class M-5 Certificates, until the
     Certificate Principal Balance of the Class M-5 Certificates has been
     reduced to zero; and

          (vii) to the Holders of the Class M-6 Certificates, until the
     Certificate Principal Balance of the Class M-6 Certificates has been
     reduced to zero.

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

          (i) to the Holders of the Class A Certificates (allocated among the
     Class A Certificates in the priority described below), up to an amount
     equal to the Class A Principal Distribution Amount, until the aggregate
     Certificate Principal Balance of the Class A Certificates have been reduced
     to zero;

          (ii) to the Holders of the Class M-1 Certificates, up to an amount
     equal to the Class M-1 Principal Distribution Amount, until the Certificate
     Principal Balance of the Class M-1 Certificates has been reduced to zero;

          (iii) to the Holders of the Class M-2 Certificates, up to an amount
     equal to the Class M-2 Principal Distribution Amount, until the Certificate
     Principal Balance of the Class M-2 Certificates has been reduced to zero;

          (iv) to the Holders of the Class M-3 Certificates, up to an amount
     equal to the Class M-3 Principal Distribution Amount, until the Certificate
     Principal Balance of the Class M-3 Certificates has been reduced to zero;

                                      -84-

<PAGE>


          (v) to the Holders of the Class M-4 Certificates, up to an amount
     equal to the Class M-4 Principal Distribution Amount, until the Certificate
     Principal Balance of the Class M-4 Certificates has been reduced to zero;

          (vi) to the Holders of the Class M-5 Certificates, up to an amount
     equal to the Class M-5 Principal Distribution Amount, until the Certificate
     Principal Balance of the Class M-5 Certificates has been reduced to zero;
     and

          (vii) to the Holders of the Class M-6 Certificates, up to an amount
     equal to the Class M-6 Principal Distribution Amount, until the Certificate
     Principal Balance of the Class M-6 Certificates has been reduced to zero.

         With respect to the Class A Certificates, all principal distributions
will be distributed concurrently to the Class A-1 Certificates and the Class A-2
Certificates, on a PRO RATA basis based on the Certificate Principal Balance of
such certificates. Among the Class A-2 Certificates, principal distributions
will be distributed first, to the holders of the Class A-2A Certificates, until
the Certificate Principal Balance of the Class A-2A Certificates has been
reduced to zero, second, to the holders of the Class A-2B Certificates, until
the Certificate Principal Balance of the Class A-2B Certificates has been
reduced to zero and third, to the holders of the Class A-2C Certificates, until
the Certificate Principal Balance of the Class A-2C Certificates has been
reduced to zero; provided, however, on any distribution date on which the
aggregate Certificate Principal Balance of the Mezzanine Certificates and the
Class CE Certificates has been reduced to zero, notwithstanding anything
contained herein to the contrary, all distributions of principal to the Class A
Certificates will be distributed concurrently, on a PRO RATA basis based on the
Certificate Principal Balance of each such Class.

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

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

          (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class
     M-3, Class M-4, Class M-5 and Class M-6 Certificates, in that order, in
     each case, in an amount equal to the Interest Carry Forward Amount
     allocable to such Class of Certificates;

          (iii) sequentially, to the Holders of the Class A, Class M-1, Class
     M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, in that
     order, in each case, in an amount equal to the aggregate of any Prepayment
     Interest Shortfalls and any Relief Act Interest Shortfall on the Mortgage
     Loans allocated to such Class of Certificates;

          (iv) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5 and Class M-6 Certificates, in that order, in each case up to the
     related Allocated

                                      -85-

<PAGE>


     Realized Loss Amount related to each such Class of Certificates for such
     Distribution Date;

          (v) to the Net WAC Rate Carryover Reserve Account, the amount by which
     any Net WAC Rate Carryover Amounts for such Distribution Date exceed the
     amounts received by the Trustee under the Cap Contracts;

          (vi) to the Holders of the Class CE Certificates, (a) the Interest
     Distribution Amount for such Distribution Date and (b) on any Distribution
     Date on which the Certificate Principal Balances of the Class A
     Certificates and the Mezzanine Certificates have been reduced to zero, any
     remaining amounts in reduction of the Certificate Principal Balance of the
     Class CE Certificates, until the Certificate Principal Balance thereof has
     been reduced to zero; and

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

         On each Distribution Date, after making the distributions of the
Available Distribution Amount as set forth above, the Trustee will withdraw from
the Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining
on deposit therein, the amount of any Net WAC Rate Carryover Amount with respect
to the Class A Certificates and the Mezzanine Certificates for such Distribution
Date and distribute such amount first, to the Class A Certificates, on a PRO
RATA basis based on the Net WAC Carryover Amount for each such Class; second, to
the Class M-1 Certificates, third, to the Class M-2 Certificates, fourth, to the
Class M-3 Certificates, fifth, to the Class M-4 Certificates, sixth, to the
Class M-5 Certificates and seventh, to the Class M-6 Certificates, in each case
to the extent such Net WAC Carryover Amount is allocable to each such Class.

         (b) On each Distribution Date, the Trustee shall withdraw any amounts
then on deposit in the Distribution Account that represent Prepayment Charges
collected by the 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.

         Following the foregoing distributions, an amount equal to the amount of
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the Highest Priority up to the extent
of such Realized Losses previously allocated to that Class of Certificates
pursuant to Section 4.04. An amount equal to the amount of any remaining
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the next Highest Priority, up to the
amount of such

                                      -86-

<PAGE>

Realized Losses previously allocated to that Class of Certificates pursuant to
Section 4.04. Holders of such Certificates will not be entitled to any
distribution in respect of interest on the amount of such increases for any
Interest Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Certificate of such Class in accordance with its respective Percentage
Interest.

         (c) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date
shall be made to the Holders of the respective Class of record on the related
Record Date (except as otherwise provided in Section 4.01(e) or Section 9.01
respecting the final distribution on such Class), based on the aggregate
Percentage Interest represented by their respective Certificates, and shall be
made by wire transfer of immediately available funds to the account of any such
Holder at a bank or other entity having appropriate facilities therefor, if such
Holder shall have so notified the Trustee in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date, or
otherwise by check mailed by first class mail to the address of such Holder
appearing in the Certificate Register. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the office of the Trustee maintained for such
purpose pursuant to Section 8.12 or such other location specified in the notice
to Certificateholders of such final distribution.

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

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

         (e) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Trustee shall, no later than
three (3) days before the related Distribution Date (to the extent that an
accurate Remittance Report is received in a timely manner by the Trustee), mail
to each Holder on such date of such Class of Certificates a notice to the effect
that:


                                      -87-

<PAGE>

          (i) the Trustee 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
     Trustee 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 Trustee and credited to the account of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee 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 Trustee shall, directly or through an agent, mail a final
notice to the remaining non-tendering Certificateholders concerning surrender of
their Certificates but shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets held in trust for such Certificateholders. If within
one year after the final notice any such Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to Citigroup Global Markets
Inc., in accordance with its wiring instructions, 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 Trustee as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(e). Any such amounts held in trust by the Trustee shall
be held in an Eligible Account and shall be held uninvested.

         (f) Notwithstanding anything to the contrary herein, (i) in no event
shall the Certificate Principal Balance of a Class A Certificate or a Mezzanine
Certificate be reduced more than once in respect of any particular amount
allocated to such Certificate in respect of Realized Losses pursuant to Section
4.04 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 Trustee shall prepare and make available
via its website 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
                                      -88-

<PAGE>


     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 the Servicer during the
     related Due Period and such other customary information as the Trustee
     deems necessary or desirable, or which a Certificateholder reasonably
     requests, to enable Certificateholders to prepare their tax returns;

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

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

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

          (vii) 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;

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

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

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

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


                                      -89-

<PAGE>

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

          (xiii) the aggregate Certificate Principal Balance and Notional
     Amount, as applicable, 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;

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

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

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

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

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

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

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

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

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

          (xxiii) whether a Trigger Event is in effect; and

          (xxiv) payments, if any, made under the Cap Contracts.


                                      -90-

<PAGE>

         The Trustee shall make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders, the Servicer and the Rating Agencies
via the Trustee's internet website. The Trustee's internet website shall
initially be located at https://www.corporatetrust.db.com/invr and assistance in
using the website can be obtained by calling the Trustee's customer service desk
at 1-800-735-7777. Parties that are unable to use the above distribution options
are entitled to have a paper copy mailed to them via first class mail by calling
the customer service desk and indicating such. The Trustee shall have the right
to change the way such statements are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Trustee shall provide timely and adequate notification to all above parties
regarding any such changes.

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

         Within a reasonable period of time after the end of each calendar year,
the Trustee 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 Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Code as from time to
time are in force.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was a 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 Trustee 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 Trustee's duties are limited to the extent that the
Trustee receives timely reports as required from the Servicer.

         On each Distribution Date the Trustee 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 Trustee and Bloomberg.

         SECTION 4.03 Remittance Reports; Advances.

         (a) On the Business Day following each Determination Date, the Servicer
shall deliver to the Trustee by telecopy (or by such other means as the Servicer
or the Trustee

                                      -91-

<PAGE>

may agree from time to time) a Remittance Report with respect to the related
Distribution Date. On the same date, the Servicer shall electronically transmit
(in a format acceptable to the Trustee), a data file containing the information
set forth in such Remittance Report with respect to the related Distribution
Date or if electronic transmission is not available, the Servicer shall forward
to the Trustee by overnight mail a computer readable magnetic tape. Such
Remittance Report will include (i) the amount of Advances to be made by the
Servicer in respect of the related Distribution Date, the aggregate amount of
Advances outstanding after giving effect to such Advances, and the aggregate
amount of Nonrecoverable Advances in respect of such Distribution Date and (ii)
such other information with respect to the Mortgage Loans as the Trustee may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 4.01 and to prepare the statements to
Certificateholders contemplated by Section 4.02. The Trustee shall not be
responsible to recompute, recalculate or verify any information provided to it
by the Servicer.

         (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of, (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which 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; provided, however, that the Servicer shall not be required to
make Advances with respect to Relief Act Interest Shortfalls or Prepayment
Interest Shortfalls in excess of their respective obligations under Section
3.24.

         By 1:00 p.m. New York time on the Servicer Remittance Date, the
Servicer shall remit in immediately available funds to the Trustee for deposit
in the Distribution Account an amount equal to the aggregate amount of Advances,
if any, to be made in respect of the Mortgage Loans and REO Properties for the
related Distribution Date either (i) from its own funds or (ii) from the
Collection Account, to the extent of funds held therein for future distribution
(in which case it will cause to be made an appropriate entry in the records of
the Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.03, used by the Servicer in discharge of any such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties. Any amounts held for future distribution and so used
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Collection Account on or before any future Servicer
Remittance Date to the extent that the Available Distribution Amount for the
related Distribution Date (determined without regard to Advances to be made on
the Servicer Remittance Date) shall be less than the total amount that would be
distributed to the Classes of Certificateholders pursuant to Section 4.01 on
such Distribution Date if such amounts held for future distributions had not
been so used to make Advances. The Trustee will provide notice to the Servicer
by telecopy by the close of business on the Business Day prior to the
Distribution Date in the event that the

                                      -92-

<PAGE>

amount remitted by the Servicer to the Trustee on such date is less than the
amount required to be remitted by the Servicer as set forth in the Remittance
Report for the related Distribution Date.

         (c) The obligation of the Servicer to make such Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan or REO Property, shall continue until 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 Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance
or Nonrecoverable Servicing Advance, respectively. The determination by the
Servicer that it has made a Nonrecoverable Advance or a Nonrecoverable Servicing
Advance or that any proposed Advance or Servicing Advance, if made, would
constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, shall be evidenced by a certification of a Servicing Officer
delivered to the Depositor and the Trustee.

         SECTION 4.04 Allocation of Realized Losses.

         (a) Prior to each Determination Date, the 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, the 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 Servicer shall be evidenced by an
Officers' Certificate delivered to the Trustee by the 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 shall be allocated by the
Trustee on each Distribution Date as follows: first, to the Accrued Certificate
Interest for the Class CE Certificates for the related Interest Accrual Period;
second, to the Class CE Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; third, to the Class M-6 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to the
Class M-5 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fifth, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, seventh, to the Class M-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero and eighth, to the Class M-1
Certificates, until

                                      -93-

<PAGE>

the Certificate Principal Balance thereof has been reduced to zero.

         All Realized Losses to be allocated to the Certificate Principal
Balances of all Classes on any Distribution Date shall be so allocated after the
actual distributions to be made on such date as provided above. All references
above to the Certificate Principal Balance of any Class of Certificates shall be
to the Certificate Principal Balance of such Class immediately prior to the
relevant Distribution Date, before reduction thereof by any Realized Losses, in
each case to be allocated to such Class of Certificates, on such Distribution
Date.

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

         As used herein, an allocation of a Realized Loss on a "PRO RATA basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be 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
Trustee 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-LTAA and REMIC I Regular Interest I-LTZZ 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-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate
amount equal to the REMIC I Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest I-LTZZ,
98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM6 has been reduced to zero; fourth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and
REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM5 has been reduced to
zero; fifth to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM4 has been reduced to zero; sixth to the Uncertificated Balances of REMIC I
Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM3 has been reduced to zero; seventh to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM2 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,


                                      -94

<PAGE>

respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM2 has been reduced to zero; and eighth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM1 has been reduced to zero.

     SECTION 4.05 Compliance with Withholding Requirements

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

     SECTION 4.06 Exchange Commission; Additional Information.

         (a) The Trustee and the Servicer shall reasonably cooperate with the
Depositor in connection with satisfying the reporting requirements under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee
shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for
similar securities as required by the Exchange Act and the Rules and Regulations
of the Securities and Exchange Commission thereunder, and the Depositor shall
sign (or shall cause another entity acceptable to the Securities and Exchange
Commission to sign) and the Trustee shall file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such forms on
behalf of the Depositor (or such other entity). The Depositor hereby grants to
the Trustee a limited power of attorney to execute each Form 8-K and file such
Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall
continue until the earlier of (i) receipt by the Trustee from the Depositor of
written termination of such power of attorney and (ii) the termination of the
Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and
not the Trustee, shall be responsible for executing each Form 10-K filed on
behalf of the Trust.

         (b) Each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, with a copy of the statement to the Certificateholders
for such Distribution Date as an exhibit thereto. Prior to March 30th of each
year (or such earlier date as may be required by the Exchange Act and the Rules
and Regulations of the Securities and Exchange Commission), the Trustee shall
file a Form 10-K, in substance as required by applicable law or applicable
Security and Exchange Commission staff's interpretations. Such Form 10-K shall
include as exhibits the Servicer's annual statement of compliance described
under Section 3.20 and the accountant's report described under Section 3.21, in
each case to the extent they have been timely delivered to the Trustee. If they
are not so timely delivered, the Trustee shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trustee. The Trustee shall have no liability with respect to
any failure to properly prepare or file such periodic reports resulting from or
relating to the Trustee's inability or failure to obtain any information not
resulting from its own negligence or willful misconduct.


                                      -95-

<PAGE>

The Form 10-K shall also include a certification in the form attached hereto as
Exhibit I-1 (the "Certification"), which shall be signed by the senior officer
of the Depositor in charge of securitization.

         (c) In addition, the Trustee shall sign a certification (in the form
attached hereto as Exhibit I-2) for the benefit of the Depositor and its
officers, directors and Affiliates regarding certain aspects of the
Certification (the "Trustee Certification") (provided, however, that the Trustee
shall not undertake an analysis of the accountant's report attached as an
exhibit to the Form 10-K), and the Servicer shall sign a certification in the
form attached hereto as Exhibit I-3) for the benefit of the Depositor, the
Trustee and their officers, directors and Affiliates regarding certain aspects
of items of the Certification (the "Servicer Certification"). The Servicer's
certification shall be delivered to the Depositor by no later than March 18th of
each year (or if such day is not a Business Day, the immediately preceding
Business Day), the Trustee's certification shall be delivered to the Depositor
by no later than March 19th of each year and the Depositor shall deliver the
Certification to the Trustee for filing no later than March 20th of each year
(or if such day is not a Business Day, the immediately preceding Business Day).

         In addition, (i) the Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon (a) the failure of the Trustee to timely deliver the Trustee
Certification or (b) any material misstatement in the Trustee Certification and
(ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee
and their respective officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out
of or based upon (a) the failure of the Servicer to timely deliver the Servicer
Certification or (b) any material misstatement in the Servicer Certification and
(iii) the Depositor shall indemnify and hold harmless the Trustee and the
Servicer and its officers, directors and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Depositor's obligations under this Section 4.06 or the
Depositor's negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to
hold harmless the Depositor, the Trustee or the Servicer, as applicable, then
the Depositor (in connection with a breach of its obligations under this Section
4.06 or its negligence, bad faith or willful misconduct in connection therewith)
or the Trustee or the Servicer (in connection with a breach of its respective
obligations under this Section 4.06(c)), agrees that it shall contribute to the
amount paid or payable by the other party as a result of the losses, claims,
damages or liabilities of the other party in such proportion as is appropriate
to reflect the relative fault and the relative benefit of the Depositor, the
Trustee and the Servicer.

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


                                      -96-

<PAGE>

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

         (f) To the extent that, following the Closing Date, the Depositor
certifies that reports and certifications differing from those required under
this Section 4.06 comply with the reporting requirements under the Exchange Act,
the Trustee and the Servicer hereby agree that they will reasonably cooperate to
amend the provisions of this Section 4.06 in order to comply with such amended
reporting requirements and such amendment of this Section 4.06. Any such
amendment may result in the reduction of the reports filed by the Depositor
under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be
obligated to enter into any amendment pursuant to this Section that adversely
affects its obligations and immunities under this Agreement.


                                      -97-

<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-14. 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, authenticated
and delivered by the Trustee to or upon the written order of the Depositor. The
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee by an authorized signatory. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee 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 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 and the Mezzanine Certificates shall
initially be issued as one or more Certificates held by the Book-Entry Custodian
or, if appointed to hold such Certificates as provided below, the Depository and
registered in the name of the Depository or its nominee and, except as provided
below, registration of such Certificates may not be transferred by the Trustee
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 Trustee is hereby initially appointed as the
Book-Entry Custodian and hereby agrees to act as such in accordance herewith and
in accordance with the agreement that it has with the Depository authorizing it
to act as such. The Book-Entry Custodian may, and, if it is no longer qualified
to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Servicer, the Trustee and, if the Trustee is not
the

                                      -98-

<PAGE>


Book-Entry Custodian, the Trustee, 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 Trustee
resigns or is removed in accordance with the terms hereof, the successor Trustee
or, if it so elects, the Depository shall immediately succeed to its
predecessor's duties as Book-Entry Custodian. The Depositor shall have the right
to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.

         The Trustee, the Servicer and the Depositor may for all purposes
(including the making of payments due on the Book-Entry Certificates) deal with
the Depository as the authorized representative of the Certificate Owners with
respect to the Book-Entry Certificates for the purposes of exercising the rights
of Certificateholders hereunder. The rights of Certificate Owners with respect
to the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee 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 Trustee 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 or (ii) 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 Trustee 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
Trustee 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 Trustee 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 Trustee shall cause the Definitive Certificates to
be issued. Such Definitive Certificates will be issued in minimum denominations
of $25,000, except that any beneficial ownership that was represented by a
Book-Entry Certificate in an amount less than $25,000 immediately prior to the
issuance of a Definitive Certificate shall be issued in a minimum denomination
equal to the amount represented by such Book-Entry Certificate. None of the
Depositor, the Servicer 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 Trustee, to the extent applicable with respect to such Definitive
Certificates, and the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.


                                      -99-

<PAGE>

     SECTION 5.02 Registration of Transfer and Exchange of Certificates.

         (a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee 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 Trustee 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 (the "Private Certificates") 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 Private 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 Trustee 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 (which Opinion of Counsel shall not be an expense of the Trust Fund
or of the Depositor, the Trustee, the Servicer in its capacity as such or any
Sub-Servicer), 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 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 Trustee, the Depositor and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

         Notwithstanding the foregoing, no certification or Opinion of Counsel
described in this Section 5.02(b) will be required in connection with the
transfer, on the Closing Date, of any Class R Certificate by the Depositor to an
"accredited investor" within the meaning of Rule 501(d) of the 1933 Act.

         (c) No transfer of a Private Certificate or any interest therein shall
be made to any Plan subject to ERISA or Section 4975 of the Code, any Person
acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "Plan Assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C. F. R. ss. 2510.3-101
("Plan Assets"), as certified by such transferee in the form of Exhibit G,
unless the Trustee is provided with an Opinion of Counsel on which the
Depositor, the Trustee and the Servicer may rely, to the effect that the
purchase of such Certificates is permissible under ERISA and the Code, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Depositor, the Servicer, the
Trustee or the


                                     -100-

<PAGE>

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 Servicer, the Trustee or the Trust Fund. 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 Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be a written representation) from
the Depositor of the status of such transferee as an affiliate of the Depositor.

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

         If any Private Certificate or Mezzanine Certificate or any interest
therein is acquired or held in violation of the provisions of the two preceding
paragraphs, the next preceding permitted beneficial owner will be treated as the
beneficial owner of that Certificate retroactive to the date of transfer to the
purported beneficial owner. Any purported beneficial owner whose acquisition or
holding of any such Certificate or interest therein was effected in violation of
the provisions of the two preceding paragraphs shall indemnify and hold harmless
the Depositor, the Servicer, the Trustee and the Trust Fund from and against any
and all liabilities, claims, costs or expenses incurred by those parties as a
result of that acquisition or holding.

         (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee 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 Trustee of any change or impending change in its
          status as a Permitted Transferee.


                                     -101-

<PAGE>

               (B) In connection with any proposed Transfer of any Ownership
          Interest in a Residual Certificate, the Trustee shall require delivery
          to it, and shall not register the Transfer of any Residual Certificate
          until its receipt of, an affidavit and agreement (a "Transfer
          Affidavit and Agreement," in the form attached hereto as Exhibit F-2)
          from the proposed Transferee, in form and substance satisfactory to
          the Trustee, 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 Trustee who is assigned to this transaction
          has actual knowledge that the proposed Transferee is not a Permitted
          Transferee, no Transfer of an Ownership Interest in a Residual
          Certificate to such proposed Transferee shall be effected.

               (D) Each Person holding or acquiring any Ownership Interest in a
          Residual Certificate shall agree (x) to require a Transfer Affidavit
          and Agreement 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 Trustee 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 Trustee 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 Trustee 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 Trustee as a condition to such registration. In addition,
     no Transfer of a Residual Certificate shall be made unless the Trustee
     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

                                     -102-

<PAGE>

          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 Trustee
     shall be under no liability to any Person for any registration of Transfer
     of a Residual Certificate that is in fact not permitted by 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 Trustee shall have the right, but not the obligation, without
          notice to the holder or any prior holder of such Residual Certificate,
          to sell such Residual Certificate to a purchaser selected by the
          Trustee on such terms as the Trustee may choose. Such purported
          Transferee shall promptly endorse and deliver each Residual
          Certificate in accordance with the instructions of the Trustee. Such
          purchaser may be the Trustee itself or any Affiliate of the Trustee.
          The proceeds of such sale, net of the commissions (which may include
          commissions payable to the Trustee or its Affiliates), expenses and
          taxes due, if any, will be remitted by the Trustee 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 Trustee,
          and the Trustee 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 Trustee shall make available to the Internal Revenue Service
     and those Persons specified by the REMIC Provisions all information
     necessary to compute any tax imposed (A) as a result of the Transfer of an
     Ownership Interest in a Residual Certificate to any Person who is a
     Disqualified Organization, including the information described in Treasury
     regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
     "excess inclusions" of such Residual Certificate and (B) as a result of any
     regulated investment company, real estate investment trust, common trust
     fund, partnership, trust, estate or organization described in Section 1381
     of the Code that holds an Ownership Interest in a Residual Certificate
     having as among its record holders at any time any Person which is a
     Disqualified Organization. Reasonable compensation for providing such
     information may be accepted by the Trustee.

          (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 Trustee 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


                                     -103-

<PAGE>

               (B) an Opinion of Counsel, in form and substance satisfactory to
          the Trustee, to the effect that such modification of, addition to or
          elimination of such provisions will not cause any Trust REMIC to cease
          to qualify as a REMIC and will not cause any Trust REMIC 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
Trustee maintained for such purpose pursuant to Section 8.12, the Trustee 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 Trustee maintained for such purpose
pursuant to Section 8.12. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute, authenticate and deliver, the Certificates
which the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing. In addition, with
respect to each Class R Certificate, the Holder thereof may exchange, in the
manner described above, such Class R Certificate for two separate Certificates,
each representing such Holder's respective Percentage Interest in the Class R-I
Interest and the Class R-II Interest, respectively, in each case that was
evidenced by the Class R Certificate being exchanged.

         (g) No service charge to the Certificateholders shall be made for any
transfer or exchange of Certificates, but the Trustee 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 Trustee in accordance with its customary
procedures.

     SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

         If (i) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as may be required by it to save it harmless, then, in the absence of
actual knowledge by the Trustee that such Certificate has been acquired by a
bona fide purchaser, the Trustee shall execute, authenticate and deliver in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new

                                      -104-

<PAGE>

Certificate of the same Class and of like denomination and Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

     SECTION 5.04 Persons Deemed Owners.

         The Depositor, the Servicer, the Trustee 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
Servicer, 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 Private Certificate to
an Independent third party, the Depositor shall provide to the Trustee ten
copies of any private placement memorandum or other disclosure document used by
the Depositor in connection with the offer and sale of such Certificates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trustee 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, a
Certificate Owner or any Person identified to the Trustee as a prospective
transferee of a Certificate, originals or copies of the following items: (i) in
the case of a Holder, a Certificate Owner or prospective transferee of a Private
Certificate, the related private placement memorandum or other disclosure
document relating to such Class of Certificates, in the form most recently
provided to the Trustee; and (ii) in all cases, (A) this Agreement and any
amendments hereof entered into pursuant to Section 11.01, (B) all monthly
statements required to be delivered to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, and all other notices, reports,
statements and written communications delivered to the Certificateholders of the
relevant Class pursuant to this Agreement since the Closing Date, (C) all
certifications delivered by a Responsible Officer of the Trustee since the
Closing Date pursuant to Section 10.01(h), (D) any and all Officers'
Certificates delivered to the Trustee by the Servicer since the Closing Date to
evidence the Servicer's determination that any Advance or Servicing Advance was,
or if made, would be a Nonrecoverable Advance or Nonrecoverable Servicing
Advance, respectively, and (E) any and all Officers' Certificates delivered to
the Trustee by the Servicer since the Closing Date pursuant to Section 4.04(a).
Copies and mailing of any and all of the foregoing items will be available from
the Trustee upon request at the expense of the Person requesting the same.

                                     -105-

<PAGE>


                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

     SECTION 6.01 Liability of the Depositor and the Servicer.

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

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

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

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

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

         None of the Depositor, the Servicer or any of the directors, officers,
employees or agents of the Depositor or the Servicer shall be under any
liability to the Trust Fund or the Certificateholders for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such person against any
breach of warranties, representations or covenants made herein, or against any
specific liability imposed on the Servicer pursuant hereto, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason

                                     -106-

<PAGE>

of reckless disregard of obligations and duties hereunder. The Depositor, the
Servicer and any director, officer, employee or agent of the Depositor or the
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, the Servicer and any director, officer, employee or
agent of the Depositor or the Servicer shall be indemnified and held harmless by
the Trust Fund against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Certificates, other than
any loss, liability or expense relating to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) or any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. Neither the Depositor nor the Servicer shall
be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement;
provided, however, that each of the Depositor and the 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, the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor and the 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 Servicer.

         (a) The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law or as provided in Section 6.04(c) . Any
such determination pursuant to the preceding sentence permitting the resignation
of the Servicer shall be evidenced by an Opinion of Counsel to such effect
obtained at the expense of the Servicer and delivered to the Trustee. No
resignation of the Servicer shall become effective until the Trustee or a
successor servicer shall have assumed the Servicer's responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment of
such successor) and obligations under this Agreement.

         (b) Except as expressly provided herein, the Servicer shall not assign
or transfer any of its rights, benefits or privileges hereunder to any 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
the Servicer hereunder. The foregoing prohibition on assignment shall not
prohibit the Servicer from designating a Sub-Servicer as payee of any
indemnification amount payable to the Servicer hereunder; provided, however,
that as provided in Section 3.06 hereof, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Sub-Servicer as an indemnitee under this Agreement.


                                     -107-

<PAGE>

     SECTION 6.05 Rights of the Depositor in Respect of the Servicer.

         The Servicer shall afford (and any Sub-Servicing Agreement shall
provide that each Sub-Servicer shall afford) the Depositor and the Trustee, upon
reasonable notice, during normal business hours, access to all records
maintained by the Servicer (and any such Sub-Servicer) in respect of the
Servicer's rights and obligations hereunder and access to officers of the
Servicer (and those of any such Sub-Servicer) responsible for such obligations.
Upon request, the Servicer shall furnish to the Depositor and the Trustee its
(and any such Sub-Servicer's) most recent financial statements and such other
information relating to the 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 and the Trustee shall not disseminate any information obtained
pursuant to the preceding two sentences without the 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, (ii) pursuant to any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Depositor and the Trustee or
the Trust Fund, and in any case, the Depositor or the Trustee, (iii) disclosure
of any and all information that is or becomes publicly known, or information
obtained by the Trustee from sources other than the Depositor or the Servicer,
(iv) disclosure as required pursuant to this Agreement or (v) disclosure of any
and all information(A) in any preliminary or final offering circular,
registration statement or contract or other document pertaining to the
transactions contemplated by the Agreement approved in advance by the Depositor
or the Servicer or (B) to any affiliate, independent or internal auditor, agent,
employee or attorney of the Trustee having a need to know the same, provided
that the Trustee advises such recipient of the confidential nature of the
information being disclosed, 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 Servicer under this
Agreement and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of the Servicer under this Agreement or
exercise the rights of the Servicer under this Agreement; provided that the
Servicer shall not be relieved of any of its obligations under this Agreement by
virtue of such performance by the Depositor or its designee. The Depositor shall
not have any responsibility or liability for any action or failure to act by the
Servicer and is not obligated to supervise the performance of the Servicer under
this Agreement or otherwise.


                                     -108-

<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:

          (i) any failure by the Servicer to remit to the Trustee for
     distribution to the Certificateholders any payment (other than an 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 the Servicer by
     the Depositor or the Trustee (in which case notice shall be provided by
     telecopy), or to the Servicer, the Depositor and the Trustee by the Holders
     of Certificates entitled to at least 25% of the Voting Rights; or

          (ii) any failure on the part of the Servicer duly to observe or
     perform in any material respect any other of the covenants or agreements on
     the part of the Servicer contained in this Agreement, or the breach by the
     Servicer of any representation and warranty contained in Section 2.05,
     which continues unremedied for a period of 30 days (or if such failure or
     breach cannot be remedied within 30 days, then such remedy shall have been
     commenced within 30 days and diligently pursued thereafter; provided,
     however, that in no event shall such failure or breach be allowed to exist
     for a period of greater than 90 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 Servicer by the Depositor or the Trustee, or
     to the Servicer, the Depositor and the Trustee 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; 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 Servicer and such decree or order shall
     have remained in force undischarged or unstayed for a period of 90 days; or

          (iv) the 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


                                     -109-

<PAGE>

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

          (vi) any failure by the Servicer of the Servicer Termination Test; or

          (vii) any failure of the Servicer to make any Advance on any Servicer
     Remittance Date required to be made from its own funds pursuant to Section
     4.03 which continues unremedied until 12:00 p.m. New York time on the
     Business Day immediately following the Servicer Remittance Date.

         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 Trustee may, and at
the written direction of the Holders of Certificates entitled to at least 51% of
Voting Rights, the Trustee shall, by notice in writing to the Servicer and to
the Depositor, terminate all of the rights and obligations of the Servicer in
its capacity as Servicer under this Agreement, to the extent permitted by law,
in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event of
Default described in clause (vii) hereof shall occur, the Trustee shall, by
notice in writing to the Servicer, terminate all of the rights and obligations
of the Servicer in its capacity as Servicer under this Agreement in and to the
Mortgage Loans and the proceeds thereof and the Trustee as successor Servicer,
or another successor servicer appointed in accordance with Section 7.02, shall
immediately make such Advance. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in
the Trustee pursuant to and under this Section, and, without limitation, 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 the 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 Servicer agrees
promptly (and in any event no later than ten Business Days subsequent to such
notice) to provide the Trustee with all documents and records requested by it to
enable it to assume the Servicer's functions under this Agreement, and to
cooperate with the Trustee in effecting the termination of the Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trustee for administration by it of
all cash amounts which at the time shall be or should have been credited by the
Servicer to the Collection Account held by or on behalf of the Servicer, the
Distribution Account or any REO Account or Servicing Account held by or on
behalf of the Servicer or thereafter be received with respect to the Mortgage
Loans or any REO Property serviced by the Servicer (provided, however, that the
Servicer shall continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances, Servicing 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, the Trustee shall not be deemed to have knowledge
of a Servicer Event of Default

                                     -110-

<PAGE>

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 Servicer Event of Default is
received by the Trustee and such notice references the Certificates, the Trust
Fund or this Agreement.

     SECTION 7.02 Trustee to Act; Appointment of Successor.

         (a) (1) On and after the time the Servicer receives a notice of
termination, the Trustee shall separately assume and become the successor in all
respects to the Servicer in its capacity as Servicer under this Agreement and
the transactions set forth or provided for herein, and all the responsibilities,
duties and liabilities relating thereto and arising thereafter shall be assumed
by the Trustee (except for any representations or warranties of the Servicer
under this Agreement, the responsibilities, duties and liabilities contained in
Section 2.05 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 Servicer's obligations to make Advances pursuant to Section
4.03; provided, however, that if the Trustee is prohibited by law or regulation
from obligating itself to make advances regarding delinquent mortgage loans,
then the Trustee shall not be obligated to make Advances pursuant to Section
4.03; and provided further, that any failure to perform such duties or
responsibilities caused by the Servicer's failure to provide information
required by Section 7.01 shall not be considered a default by the Trustee as
successor to the Servicer hereunder. As compensation therefor, the Trustee shall
be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to
which the 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 Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans or if the Holders of Certificates entitled to at least
51% of the Voting Rights so request in writing to the Trustee promptly appoint
or petition a court of competent jurisdiction to appoint, an established
mortgage loan servicing institution acceptable to each Rating Agency without
qualification, withdrawal or downgrading of the ratings then assigned to any of
the Certificates and having a net worth of not less than $15,000,000, as the
successor to the Servicer under this Agreement in the assumption of all or any
part of the responsibilities, duties or liabilities of the Servicer under this
Agreement.

         All Servicing Transfer Costs shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs (provided, that if
the Trustee is the predecessor Servicer by reason of this Section 7.02, such
costs shall be paid by the Servicer preceding the Trustee as successor
servicer), and if such predecessor or initial Servicer, as applicable, defaults
in its obligation to pay such costs, such costs shall be paid by the successor
Servicer or the Trustee (in which case the successor Servicer or the Trustee, as
applicable, shall be entitled to reimbursement therefor from the assets of the
Trust Fund).

         (2)......No appointment of a successor to the Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Servicer's responsibilities, duties and liabilities hereunder. In connection
with such appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no

                                     -111-

<PAGE>

such compensation shall be in excess of that permitted the Servicer as such
hereunder. The Depositor, the Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Pending appointment of a successor to the Servicer under this
Agreement, the Trustee shall act in such capacity as hereinabove provided.

     SECTION 7.03 Notification to Certificateholders.

         (a) Upon any termination of the Servicer pursuant to Section 7.01 above
or any appointment of a successor to the Servicer pursuant to Section 7.02
above, the Trustee 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 becomes aware of the occurrence of such an event, the Trustee
shall 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.

         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 may waive such default or Servicer Event of Default; provided,
however, that a default or Servicer Event of Default under clause (i) or (vii)
of Section 7.01 may be waived only by all of the Holders of the Regular
Certificates. 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.



                                     -112-

<PAGE>


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

     SECTION 8.01 Duties of Trustee.

         The Trustee, 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, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Any permissive right of the Trustee enumerated in this Agreement shall
not be construed as a duty.

         The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to its satisfaction, will provide notice thereof to the
Certificateholders.

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

          (i) Prior to the occurrence of a Servicer Event of Default, and after
     the curing of all such Servicer Events of Default which may have occurred,
     the duties and obligations of the Trustee shall be determined solely by the
     express provisions of this Agreement, the Trustee shall not be liable
     except for the performance of such duties and obligations as are
     specifically set forth in this Agreement, no implied covenants or
     obligations shall be read into this Agreement against the Trustee and, in
     the absence of bad faith on the part of the Trustee, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon any certificates or opinions furnished
     to the Trustee that conform to the requirements of this Agreement;

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

          (iii) The Trustee shall not 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 Holders of Certificates entitled to at
     least 25% of the Voting Rights relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee or
     exercising any trust or power conferred upon it, under this Agreement.


                                     -113-

<PAGE>

     SECTION 8.02 Certain Matters Affecting the Trustee.

         (a) Except as otherwise provided in Section 8.01:

          (i) The Trustee may request and conclusively rely upon and shall be
     fully 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) The Trustee may consult with counsel and any Opinion of Counsel
     shall be full and complete authorization and protection in respect of any
     action taken or suffered or omitted by it hereunder in good faith and in
     accordance with such Opinion of Counsel;

          (iii) The Trustee shall not be 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 security or indemnity reasonably satisfactory to it
     against the costs, expenses and liabilities which may be incurred therein
     or thereby; nothing contained herein shall, however, relieve the Trustee 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;

          (iv) The Trustee shall not 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, the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, order, approval,
     bond or other paper or document, unless requested in writing to do so by
     the Holders of Certificates entitled to at least 25% of the Voting Rights;
     provided, however, that if the payment within a reasonable time to the
     Trustee of the costs, expenses or liabilities likely to be incurred by it
     in the making of such investigation is, in the opinion of the Trustee not
     reasonably assured to the Trustee by such Certificateholders, the Trustee
     may require indemnity reasonably satisfactory to it against such expense or
     liability from such Certificateholders as a condition to taking any such
     action;

          (vi) The Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents,
     accountants or attorneys, and

                                     -114-

<PAGE>

     the Trustee shall not be responsible for any misconduct or negligence on
     the part of any agents, accountants or attorneys appointed with due care by
     it hereunder;

          (vii) The Trustee shall have no obligation to invest and reinvest any
     cash held in the absence of timely and specific written investment
     direction from the Servicer or the Depositor. In no event shall the Trustee
     be liable for the selection of investments or for investment losses
     incurred thereon. The Trustee shall have no liability in respect of losses
     incurred as a result of the liquidation of any investment incurred as a
     result of the liquidation of any investment prior to its stated maturity or
     the failure of the Servicer or the Depositor to provide timely written
     investment direction; and

          (viii) In order to comply with its duties under the USA Patriot Act of
     2001, the Trustee shall obtain and verify certain information and
     documentation from the other parties to this Agreement including, but not
     limited to, each such party's name, address and other identifying
     information.

         (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, 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 shall be brought in the name of the Trustee for the
benefit of all the Holders of such Certificates, subject to the provisions of
this Agreement.

     SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.13) shall be taken as
the statements of the Depositor and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement (other than as specifically set forth
with respect to such party in Section 8.13) or of the Certificates (other than
the signature of the Trustee and authentication of the Certificate Registrar on
the Certificates) or of any Mortgage Loan or related document or of MERS or the
MERS(R) System. The Trustee shall not be accountable for the use or application
by the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
or the Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Collection Account by the Servicer, other than any funds held by or on
behalf of the Trustee in accordance with Section 3.10, subject to Section 8.01.

     SECTION 8.04 Trustee May Own Certificates.

         The Trustee 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.


                                     -115-

<PAGE>

     SECTION 8.05 Trustee's Fees and Expenses.

         (a) The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee. The Trustee, or any
director, officer, employee or agent of the Trustee 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
including the compensation and the expenses and disbursements of its agents and
counsel, in the ordinary course of the Trustee's performance in accordance with
the provisions of this Agreement) incurred by the Trustee in connection with any
Servicer Event of Default (not including expenses, disbursements and advances
incurred or made by the Trustee in its capacity as successor Servicer), default,
claim or legal action or any pending or threatened claim or legal action arising
out of or in connection with the acceptance or administration of its obligations
and duties under this Agreement, other than any loss, liability or expense (i)
resulting from a breach of the Servicer's obligations and duties under this
Agreement and the Mortgage Loans (for which the Servicer shall indemnify
pursuant to Section 8.05(b)), (ii) for the expenses of preparing and filing Tax
Returns pursuant to Section 10.01(d) or (iii) any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or negligence in the
performance of its duties hereunder or by reason of reckless disregard of its
respective obligations and duties hereunder. Any amounts payable to the Trustee,
or any director, officer, employee or agent of the Trustee in respect of the
indemnification provided by this paragraph (a), or pursuant to any other right
of reimbursement from the Trust Fund that the Trustee, or any director, officer,
employee or agent of the Trustee, may have hereunder in its capacity as such,
may be withdrawn by the Trustee from the Distribution Account at any time.

         (b) The Servicer agrees to indemnify the Trustee from, and hold it
harmless against, any loss, liability or expense resulting from a breach of the
Servicer's obligations and duties under this Agreement. Such indemnity shall
survive the termination or discharge of this Agreement and the resignation or
removal of the Trustee. Any payment hereunder made by the Servicer to the
Trustee shall be from the Servicer's own funds, without reimbursement from the
Trust Fund therefor.

         The provisions of this Section 8.05 shall survive the termination of
this Agreement or the earlier resignation or removal of the Trustee.

     SECTION 8.06 Eligibility Requirements for Trustee.

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

                                     -116-

<PAGE>

provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07.

     SECTION 8.07 Resignation and Removal of the Trustee.

         The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor, the Servicer
and the Certificateholders. Upon receiving such notice of resignation of the
Trustee, the Depositor shall promptly appoint a successor trustee by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Certificateholders, the Trustee and the Servicer by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation or removal, the Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

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

         The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Depositor, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Certificateholders and the Servicer by the Depositor.

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

     SECTION 8.08 Successor Trustee.

         Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee
herein. The predecessor trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements, as well as all moneys, held
by it hereunder (other than any Mortgage Files at the time held by a

                                     -117-

<PAGE>

custodian, which custodian shall become the agent of any successor trustee
hereunder), and the Depositor and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06 and the appointment of such
successor trustee shall not result in a downgrading of 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 as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.

     SECTION 8.09 Merger or Consolidation of Trustee.

         Any corporation or association into which the Trustee 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
shall be a party, or any corporation or association succeeding to the business
of the Trustee shall be the successor of the Trustee hereunder, provided such
corporation or association shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

     SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of REMIC I or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of 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 Servicer and the Trustee
may consider necessary or desirable. Any such co-trustee or separate trustee
shall be subject to the written approval of the Servicer. If the Servicer shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Servicer Event of Default shall have occurred and
be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof. The Servicer shall be
responsible for the fees of any co-trustee or separate trustee appointed under
this Section 8.10.


                                     -118-

<PAGE>

         In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to REMIC
I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trust conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Depositor and the Servicer.

         Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

     SECTION 8.11 Reserved.

     SECTION 8.12 Appointment of Office or Agency.

         The Trustee will designate an office or agency in the City of New York
where the Certificates may be surrendered for registration of transfer or
exchange, and presented for final distribution, and where notices and demands to
or upon the Trustee in respect of the Certificates and this Agreement may be
delivered. As of the Closing Date, the Trustee designates the office of its
agent located c/o DTC Transfer Agent Services, 55 Water Street, Jeanette Park
Entrance, New York, NY 10041 for such purposes.

     SECTION 8.13 Representations and Warranties of the Trustee.

         The Trustee hereby represents and warrants, solely as to itself, to the
Servicer and the Depositor, as of the Closing Date, that:

          (i) It is a national banking association duly organized, validly
     existing and in good standing under the laws of the United States.


                                     -119-

<PAGE>

          (ii) The execution and delivery of this Agreement by it, and the
     performance and compliance with the terms of this Agreement by it, will not
     violate its charter or bylaws.

          (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.


                                     -120-

<PAGE>

                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
          Loans.

         (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer and the
Trustee (other than the obligations of the Servicer to the Trustee pursuant to
Section 8.05 and of the Servicer to make remittances to the Trustee and the
Trustee to make payments in respect of the REMIC I Regular Interests and 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 3.10 hereof, the purchase by the Terminator of all Mortgage Loans and
each REO Property remaining in REMIC I shall be at a price equal to the greater
of (i) the Stated Principal Balance of the Mortgage Loans and the appraised
value of any REO Properties (such appraisal to be conducted by an Independent
appraiser mutually agreed upon by the Terminator and, to the extent that the
Class A Certificates or a Class of Mezzanine Certificates will not receive all
amounts owed to it as a result of the termination, the Trustee, in their
reasonable discretion) and (ii) the fair market value of the Mortgage Loans and
the REO Properties (as determined by the Terminator and, to the extent that the
Class A Certificates or a Class of Mezzanine Certificates will not receive all
amounts owed to it as a result of the termination, the Trustee (it being
understood and agreed that any determination by the Trustee shall be made solely
in reliance on an appraisal by an Independent appraiser as provided above)), 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 the related
Certificateholders pursuant to Section 9.01(c), in each case plus accrued and
unpaid interest thereon at the weighted average of the Mortgage Rates through
the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable
to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC
Rate Carryover Amounts (the "Termination Price"); provided, however, such option
may only be exercised if the Termination Price is sufficient to pay all interest
accrued on, as well as amounts necessary to retire the principal balance of,
each class of notes issued pursuant to the Indenture. If the determination of
the fair market value of the Mortgage Loans and REO Properties shall be required
to be made by the Terminator and an Independent appraiser as provided above, (A)
such appraisal shall be obtained at no expense to the Trustee and (B) the
Trustee may conclusively rely on, and shall be protected in relying on, such
appraisal.


                                     -121-

<PAGE>

         (b) The majority Holder of the Class CE Certificates (so long as such
holder is not an affiliate of the Seller) shall have the right (the party
exercising such right, the "Terminator"), to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates will be
retired; provided, however, that the Terminator may elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i)
above only 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% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date. By acceptance of a Residual Certificate,
the Holders of the Residual Certificates agree, in connection with any
termination hereunder, to assign and transfer any amounts in excess of par, and
to the extent received in respect of such termination, to pay any such amounts
to the Holders of the Class CE Certificates.

         (c) Notice of the liquidation of the Certificates shall be given
promptly by the Trustee by letter to Certificateholders mailed (a) in the event
such notice is given in connection with the purchase of the Mortgage Loans and
each REO Property by the Terminator, not earlier than the 10th day and not later
than the 20th day of the month next preceding the month of the final
distribution on the related 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, as
applicable and the related Certificates will be made upon presentation and
surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC I Regular Interests or the related
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 related Certificates at the office of the
Trustee. 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 Trustee 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 related Certificates an
amount in immediately available funds equal to the above-described purchase
price. The Trustee shall remit to the Servicer from such funds deposited in the
Distribution Account (i) any amounts which the 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 Trustee to the 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 Trustee by the Terminator of
the making of such final deposit, the Trustee 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.

         Immediately following the deposit of funds in trust hereunder in
respect of the Certificates, the Trust Fund shall terminate.


                                     -122-

<PAGE>

     SECTION 9.02 Additional Termination Requirements.

         (a) In the event that the Terminator purchases all the Mortgage Loans
and each REO Property or the final payment on or other liquidation of the last
Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the
Trust Fund (or the applicable Trust REMIC) shall be terminated in accordance
with the following additional requirements:

          (i) The Trustee shall specify the first day in the 90-day liquidation
     period in a statement attached to each Trust REMIC's final Tax Return
     pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all
     requirements of a qualified liquidation under Section 860F of the Code and
     any regulations thereunder, as evidenced by an Opinion of Counsel obtained
     at the expense of the Terminator;

          (ii) During such 90-day liquidation period and, at or prior to the
     time of making of the final payment on the Certificates, the Trustee shall
     sell all of the assets of REMIC I to the Terminator for cash; and

          (iii) At the time of the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Holders of the Residual Certificates in
     respect of the Class R-I Interest 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 9.01, at the expense of the
Depositor without the right of reimbursement from the Trust Fund), the
Terminator shall prepare or cause to be prepared the documentation required in
connection with the adoption of a plan of liquidation of each Trust REMIC
pursuant to this Section 9.02.

         (c) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for each
Trust REMIC, which authorization shall be binding upon all successor
Certificateholders.


                                     -123-

<PAGE>

                                   ARTICLE X

                                REMIC PROVISIONS

     SECTION 10.01 REMIC Administration.

         (a) The Trustee shall elect to treat each Trust REMIC as a REMIC under
the Code and, if necessary, under applicable state law. Each such election will
be made by the Trustee on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. For
the purposes of the REMIC election in respect of REMIC I, the REMIC I Regular
Interests shall be designated as the Regular Interests in REMIC I and the Class
R-I Interest shall be designated as the Residual Interest in REMIC I. The Class
A Certificates and the Mezzanine Certificates shall be designated as the Regular
Interests in REMIC II and the Class R-II Interest shall be designated as the
Residual Interest in REMIC II. The Trustee shall not permit the creation of any
"interests" in any Trust REMIC (within the meaning of Section 860G of the Code)
other than the REMIC I Regular Interests and the interests represented by the
Certificates.

         (b) The Closing Date is hereby designated as the "Startup Day" of each
Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

         (c) The Trustee shall be reimbursed for 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
each Trust REMIC that involve the Internal Revenue Service or state tax
authorities), including the expense of obtaining any tax related Opinion of
Counsel required to be obtained hereunder. The Trustee, as agent for each Trust
REMIC's tax matters person shall (i) act on behalf of the Trust Fund in relation
to any tax matter or controversy involving any Trust REMIC and (ii) represent
the Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The holder of the largest Percentage Interest of each Class of Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the Trust REMICs created
hereunder. By their acceptance thereof, the holder of the largest Percentage
Interest of the Residual Certificates hereby agrees to irrevocably appoint the
Trustee or an Affiliate as its agent to perform all of the duties of the tax
matters person for the Trust Fund.

         (d) The Trustee shall prepare, sign and file all of the Tax Returns
(including Form 8811, which must be filed within 30 days following the Closing
Date) in respect of each Trust REMIC created hereunder. The expenses of
preparing and filing such returns shall be borne by the Trustee without any
right of reimbursement therefor.

         (e) The Trustee shall perform on behalf of each Trust REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any

                                     -124-

<PAGE>

state or local taxing authority. Among its other duties, as required by the
Code, the REMIC Provisions or other such compliance guidance, the Trustee shall
provide (i) to any Transferor of a Residual Certificate such information as is
necessary for the application of any tax relating to the transfer of a Residual
Certificate to any Person who is not a Permitted Transferee, (ii) to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption as
required) and (iii) to the Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the representative of each
Trust REMIC. The Depositor shall provide or cause to be provided to the Trustee,
within ten (10) days after the Closing Date, all information or data that the
Trustee reasonably determines to be relevant for tax purposes as to the
valuations and issue prices of the Certificates, including, without limitation,
the price, yield, prepayment assumption and projected cash flow of the
Certificates.

         (f) The Trustee shall take such action and shall cause each Trust 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 Trustee
shall not take any action or 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 each
Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee has received an Opinion of Counsel, addressed to the
Trustee (at the expense of the party seeking to take such action but in no event
at the expense of the Trustee) to the effect that the contemplated action will
not, with respect to any Trust REMIC, endanger such status or result in the
imposition of such a tax, nor shall the Servicer take or fail to take any action
(whether or not authorized hereunder) as to which the Trustee 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 Servicer
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 Trust REMIC or the
respective assets of each, or causing any Trust REMIC to take any action, which
is not contemplated under the terms of this Agreement, the Servicer will consult
with the Trustee or its designee, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur with respect to any Trust
REMIC and the Servicer shall not take any such action or cause any Trust REMIC
to take any such action as to which the Trustee has advised it in writing that
an Adverse REMIC Event could occur; provided that the Servicer may conclusively
rely on such writing and shall incur no liability for its action or failure to
act in accordance with such writing. 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. At all times as may be required by
the Code, the Trustee will ensure that substantially all of the assets of REMIC
I 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 the Trustee's control and not
otherwise inconsistent with the terms of this Agreement.


                                     -125-

<PAGE>

         (g) In the event that any tax is imposed on "prohibited transactions"
of any Trust 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 Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Servicer pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Servicer of
any of its obligations under Article III or this Article X, or (iii) in all
other cases, 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,
2005, the Trustee shall deliver to each Rating Agency an Officer's Certificate
of the Trustee stating the Trustee's compliance with this Article X.

         (i) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each Trust REMIC on a calendar year and on an
accrual basis.

         (j) Following the Startup Day, neither the Servicer nor the Trustee
shall accept any contributions of assets to any Trust REMIC other than in
connection with any Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03 unless it shall have received an Opinion of Counsel to the
effect that the inclusion of such assets in the Trust Fund will not cause any
Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject any Trust REMIC to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.

         (k) Neither the Trustee nor the Servicer shall enter into any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor knowingly permit any Trust 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 10.02 Prohibited Transactions and Activities.

         None of the Depositor, the Servicer or the Trustee shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i)
the foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of REMIC I
pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), nor acquire any assets for any Trust REMIC
(other than REO Property acquired in respect of a defaulted Mortgage Loan), nor
sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, nor accept any contributions to any Trust REMIC after the
Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it has received an Opinion of Counsel,
addressed to the Trustee (at the

                                     -126-


                                       1
<PAGE>

expense of the party seeking to cause such sale, disposition, substitution,
acquisition or contribution but in no event at the expense of the Trustee) that
such sale, disposition, substitution, acquisition or contribution will not (a)
affect adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust
REMIC to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.

     SECTION 10.03 Servicer and Trustee Indemnification.

         (a) The Trustee agrees to indemnify the Trust Fund, the Depositor and
the Servicer for any taxes and costs including, without limitation, any
reasonable attorneys' fees imposed on or incurred by the Trust Fund, the
Depositor or the Servicer as a result of a breach of the Trustee's covenants set
forth in this Article X.

         (b) The Servicer agrees to indemnify the Trust Fund, the Depositor and
the Trustee for any taxes and costs including, without limitation, any
reasonable attorneys' fees imposed on or incurred by the Trust Fund, the
Depositor or the Trustee, as a result of a breach of the Servicer's covenants
set forth in Article III or this Article X.



                                     -127-


                                       2
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01 Amendment.

         This Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee 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), (iii) to amend the provisions of Section 4.06 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 either (a) an
Opinion of Counsel delivered to the Trustee adversely affect in any material
respect the interests of any Certificateholder or (b) written notice to the
Depositor, the Servicer and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency).
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 or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting Certificateholder.
Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice
to the Depositor, the Servicer and the Trustee from the Rating Agencies will be
required in connection with an amendment to the provisions of Section 4.06.

         This Agreement may also be amended from time to time by the Depositor,
the Servicer and the Trustee with the consent of 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 (as evidenced
by either (i) an Opinion of Counsel delivered to the Trustee or (ii) written
notice to the Depositor, the Servicer and the Trustee from the Rating Agencies
that such action will not result in the reduction or withdrawal of the rating of
any outstanding Class of Certificates with respect to which it is a Rating
Agency) in a manner, other than as described in (i) or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the 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, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel to the effect that such amendment (i) will not
result in the imposition of any tax on any

                                     -128-


                                       3
<PAGE>

Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding and (ii) is
authorized or permitted hereunder.

         Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder.

         It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

         The cost of any Opinion of Counsel to be delivered pursuant to this
Section 11.01 shall be borne by the Person seeking the related amendment, but in
no event shall such Opinion of Counsel be an expense of the Trustee.

         The Trustee 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 11.02 Recordation of Agreement; Counterparts.

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Certificateholders, but only upon direction of
the Certificateholders accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

     SECTION 11.03 Limitation on Rights of Certificateholders.

         The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

         No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the 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

                                     -129-


                                       4
<PAGE>

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,
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     SECTION 11.04 Governing Law.

         This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to the conflicts of laws provisions thereof,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws, without regard to the conflicts of laws
provisions thereof.

     SECTION 11.05 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, 390 Greenwich Street, 4th Floor, New York, New York 10013, Attention:
Mortgage Finance (telecopy number (212) 723-8604), or such other address or
telecopy number as may hereafter be furnished to the Servicer and the Trustee in
writing by the Depositor, (b) in the case of the Servicer, 18400 Von Karman,
Suite 1000, Irvine, California 92612, Attention: Kevin Cloyd (telecopy number:
(949) 440-7033), or such other address or telecopy number as may hereafter be
furnished to the Trustee and the Depositor in writing by the Servicer and (c) in
the case of the Trustee, Deutsche Bank National Trust Company, 1761 East St.
Andrew Place, Santa Ana, California 92705-4934, Attention: Trust
Administration-CA0402 (telecopy number: (714) 247-6285), or such other address
or telecopy number as may hereafter be furnished to the Servicer, the and the
Depositor in writing by the Trustee. Any notice

                                     -130-


<PAGE>

required or permitted to be given to a Certificateholder shall be given by first
class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder also shall be mailed to the appropriate
party in the manner set forth above.

     SECTION 11.06 Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 11.07 Notice to Rating Agencies.

         The Trustee shall use its best efforts promptly to provide notice to
the Rating Agencies with respect to each of the following of which it has actual
knowledge:

          1. Any material change or amendment to this Agreement;

          2. The occurrence of any Servicer Event of Default that has not been
     cured or waived;

          3. The resignation or termination of the Servicer or the Trustee;

          4. The repurchase or substitution of Mortgage Loans pursuant to or as
     contemplated by Section 2.03;

          5. The final payment to the Holders of any Class of Certificates;

          6. Any change in the location of the Collection Account or the
     Distribution Account; and

          7. Any event that would result in the inability of the Trustee, as
     successor servicer, to make advances regarding delinquent Mortgage Loans.

         In addition, the Trustee shall make available to each Rating Agency
copies of each report to Certificateholders described in Section 4.02 and the
Servicer shall promptly furnish to each Rating Agency copies of the following:

          1. Each annual statement as to compliance described in Section
     3.20; and

          2. Each annual independent public accountants' servicing report
     described in Section 3.21.


                                     -131-


<PAGE>

         Any such notice pursuant to this Section 11.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Fitch
Ratings, One State Street Plaza, New, York, New York 10004, facsimile number:
(212) 344-1986 and to Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10007 or such
other addresses as the Rating Agencies may designate in writing to the parties
hereto.

     SECTION 11.08 Article and Section References.

         All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.

     SECTION 11.09 Grant of Security Interest.

         It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans by the Depositor to the Trustee, be, and be construed as, a
sale of the Mortgage Loans by the Depositor and not a pledge of the Mortgage
Loans 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.


                                     -132-

<PAGE>




         IN WITNESS WHEREOF, the Depositor, the Servicer 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.

                            CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor



                            By:
                                ------------------------------------------------
                                Name:
                                Title:


                            NEW CENTURY MORTGAGE CORPORATION, as Servicer



                            By:
                                ------------------------------------------------
                                Name:
                                Title:




                            DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee



                            By:
                                ------------------------------------------------
                                Name:
                                Title:



                            By:
                                ------------------------------------------------
                                Name:
                                Title:


<PAGE>


STATE OF _____________)
                      ) ss.:
COUNTY OF ____________)

         On the ____ day of September 2004, before me, a notary public in and
for said State, personally appeared _________________, known to me to be a
_________________ of Citigroup Mortgage Loan Trust Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                   ________________________________________
                                             Notary Public
[Notarial Seal]


<PAGE>


STATE OF ______________)
                       ) ss.:
COUNTY OF _____________)

         On the ____ day of September 2004, before me, a notary public in and
for said State, personally appeared _____________________, known to me to be
__________________ of New Century Mortgage Corporation, 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 September 2004, before me, a notary public in and
for said State, personally appeared _______________, known to me to be a
______________ and _______________, known to me to be a ______________ of
Deutsche Bank National Trust Company, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                 ________________________________________
                                         Notary Public
[Notarial Seal]






<PAGE>
                                   EXHIBIT A-1
                                   -----------

                          FORM OF CLASS A-1 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").


Series 2004-NC2                           Aggregate Certificate Principal
                                          Balance of the Class A-1
                                          Certificates as of the Issue Date:
Pass-Through Rate: Variable               $122,200,000.00

Cut-off Date and date of Pooling          Denomination: $122,200,000.00
and Servicing Agreement:
September 1, 2004
                                          Servicer: New Century Mortgage
                                          Corporation
First Distribution Date: October
25, 2004
                                          Trustee: Deutsche Bank National Trust
No. 1                                     Company

                                          Issue Date: September 9, 2004

                                          CUSIP: 144531 AL 4

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

                                     A-1-1


                                       7
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-1 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-1-2


                                       8
<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the

                                     A-1-3


<PAGE>

owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-1-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                        Authorized Signatory



                                     A-1-5
<PAGE>


                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-1-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number_____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.


                                     A-1-7
<PAGE>

                                   EXHIBIT A-2
                                   -----------

                         FORM OF CLASS A-2A CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").


Series 2004-NC2                                 Aggregate Certificate Principal
                                                Balance of the Class A-2A
                                                Certificates as of the Issue
Pass-Through Rate: Variable                     Date:  $32,030,000.00

Cut-off Date and date of Pooling                Denomination: $32,030,000.00
and Servicing  Agreement:  September 1, 2004
                                                Servicer: New Century Mortgage
                                                Corporation
First Distribution Date: October 25, 2004
                                                Trustee: Deutsche Bank National
                                                Trust Company
No. 1
                                                Issue Date: September 9, 2004

                                                CUSIP: 144531 AM 2

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.





                                     A-2-1


<PAGE>

                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2A Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2A Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2A Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-2-2
<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the

                                     A-2-3

<PAGE>

owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-2-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                      Authorized Signatory


                                     A-2-5
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-2-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.


                                     A-2-7
<PAGE>


                                   EXHIBIT A-3
                                   -----------

                         FORM OF CLASS A-2B CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").


Series 2004-NC2                                  Aggregate Certificate Principal
                                                 Balance of the Class A-2B
                                                 Certificates as of the Issue
Pass-Through Rate: Variable                      Date: $64,131,000.00

Cut-off Date and date of Pooling                 Denomination: $64,131,000.00
and Servicing  Agreement:
September 1, 2004
                                                 Servicer: New Century Mortgage
                                                 Corporation
First Distribution Date: October 25, 2004
                                                 Trustee: Deutsche Bank National
                                                 Trust Company
No. 1
                                                 Issue Date: September 9, 2004

                                                 CUSIP: 144531 AN 0

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-3-1

<PAGE>

                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2B Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2B Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2B Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-3-2-

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the

                                     A-3-3

<PAGE>

owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-3-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                        Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory

                                     A-3-5
<PAGE>


                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-3-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.


                                      A-3-7
<PAGE>

                                   EXHIBIT A-4
                                   -----------

                         FORM OF CLASS A-2C CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").


Series 2004-NC2                              Aggregate Certificate Principal
                                             Balance of the Class A-2C
                                             Certificates as of the Issue
Pass-Through Rate: Variable                  Date:  $24,047,000.00

Cut-off Date and date of Pooling             Denomination: $24,047,000.00
and Servicing  Agreement:
September 1, 2004
                                             Servicer: New Century Mortgage
                                             Corporation
First Distribution Date: October 25, 2004
                                             Trustee: Deutsche Bank National
                                             Trust Company
No. 1
                                             Issue Date: September 9, 2004

                                             CUSIP: 144531 AP 5

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-4-1

<PAGE>

                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2C Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2C Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2C Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-4-2

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the
                                     A-4-3

<PAGE>


owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-4-4
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory


<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-4-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-4-7
<PAGE>

                                   EXHIBIT A-5
                                   -----------

                          FORM OF CLASS M-1 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE
         EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.


                                     A-5-1
<PAGE>



Series 2004-NC2                               Aggregate Certificate Principal
                                              Balance of the Class M-1
                                              Certificates as of the Issue
Pass-Through Rate: Variable                   Date: $16,871,000.00

Cut-off Date and date of Pooling              Denomination: $16,871,000.00
and Servicing  Agreement:
September 1, 2004                             Servicer: New Century Mortgage
                                              Corporation

First Distribution Date: October 25, 2004     Trustee: Deutsche Bank National
                                              Trust Company

No. 1                                         Issue Date: September 9, 2004

                                              CUSIP: 144531 AQ 3

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-5-2
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-1 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-1 Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-5-3

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the

                                     A-5-4

<PAGE>

owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-5-5
<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-5-6
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-5-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.




                                     A-5-8
<PAGE>



                                   EXHIBIT A-6
                                   -----------

                          FORM OF CLASS M-2 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE
         CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.




                                     A-6-1
<PAGE>



Series 2004-NC2                            Aggregate Certificate Principal
                                           Balance of the Class M-2 Certificates
                                           as of the Issue
Pass-Through Rate: Variable                Date: $13,615,000.00

Cut-off Date and date of Pooling           Denomination: $13,615,000.00
and Servicing  Agreement:
September 1, 2004                          Servicer: New Century Mortgage
                                           Corporation

First Distribution Date: October 25, 2004
                                           Trustee: Deutsche Bank National
                                           Trust Company

No. 1                                      Issue Date: September 9, 2004

                                           CUSIP: 144531 AR 1

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-6-2
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-2 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-2 Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-6-3

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the

                                     A-6-4

<PAGE>

owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-6-5
<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-6-6
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-6-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.




                                     A-6-8
<PAGE>


                                   EXHIBIT A-7
                                   -----------

                          FORM OF CLASS M-3 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED
         IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     A-7-1
<PAGE>



Series 2004-NC2                             Aggregate Certificate Principal
                                            Balance of the Class M-3
                                            Certificates as of the Issue
Pass-Through Rate: Variable                 Date: $3,995,000.00

Cut-off Date and date of Pooling            Denomination: $3,995,000.00
and Servicing Agreement:
September 1, 2004                           Servicer: New Century Mortgage
                                            Corporation

First Distribution Date: October 25, 2004   Trustee: Deutsche Bank National
                                            Trust Company

No. 1                                       Issue Date: September 9, 2004

                                            CUSIP: 144531 AS 9

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-7-2
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-3 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-3 Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-7-3

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but

                                     A-7-4

<PAGE>

the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-7-5
<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-7-6
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-7-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-7-8

<PAGE>

                                   EXHIBIT A-8
                                   -----------

                          FORM OF CLASS M-4 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN.




                                     A-8-1
<PAGE>



Series 2004-NC2                             Aggregate Certificate Principal
                                            Balance of the Class M-4
                                            Certificates as of the Issue
Pass-Through Rate: Variable                 Date: $3,256,000.00

Cut-off Date and date of Pooling            Denomination: $3,256,000.00
and Servicing Agreement:
September 1, 2004                           Servicer: New Century Mortgage
                                            Corporation

First Distribution Date: October 25, 2004   Trustee: Deutsche Bank National
                                            Trust Company

No. 1                                       Issue Date: September 9, 2004

                                            CUSIP: 144531 AT 7

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-8-2
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-4 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-4 Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the


                                     A-8-3

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but

                                     A-8-4

<PAGE>


the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of /the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-8-5
<PAGE>



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-8-6
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-8-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-8-8

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-8-9

<PAGE>
                                   EXHIBIT A-9
                                   -----------

                          FORM OF CLASS M-5 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN
         THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     A-9-1
<PAGE>



Series 2004-NC2                             Aggregate Certificate Principal
                                            Balance of the Class M-5
                                            Certificates as of the Issue
Pass-Through Rate: Variable                 Date: $2,960,000.00

Cut-off Date and date of Pooling            Denomination: $2,960,000.00
and Servicing Agreement:
September 1, 2004                           Servicer: New Century Mortgage
                                            Corporation

First Distribution Date: October 25, 2004   Trustee: Deutsche Bank National
                                            Trust Company

No. 1                                       Issue Date: September 9, 2004

                                            CUSIP: 144531 AU 4

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-9-2
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-5 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-5 Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the

                                     A-9-3

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but

                                     A-9-4

<PAGE>

the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-9-5
<PAGE>




         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-9-6
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-9-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-9-8

<PAGE>

                                  EXHIBIT A-10
                                  ------------

                          FORM OF CLASS M-6 CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
         M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES
         TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
         TO HEREIN.



                                     A-10-1
<PAGE>



Series 2004-NC2                              Aggregate Certificate Principal
                                             Balance of the Class M-6
                                             Certificates as of the Issue
Pass-Through Rate: Variable                  Date: $3,108,000.00

Cut-off Date and date of Pooling             Denomination: $3,108,000.00
and Servicing Agreement:
September 1, 2004                            Servicer: New Century Mortgage
                                             Corporation

First Distribution Date: October 25, 2004    Trustee: Deutsche Bank National
                                             Trust Company

No. 1                                        Issue Date: September 9, 2004

                                             CUSIP: 144531 AV 2

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.




                                     A-10-2
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-6 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-6 Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall equal a rate per
annum equal to the


                                     A-10-3

<PAGE>

lesser of (i) the related Formula Rate for such Distribution Date and (ii) the
related Net WAC Pass-Through Rate for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but

                                     A-10-4
<PAGE>

the Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.



                                     A-10-5
<PAGE>




         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-10-6
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-10-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.




                                     A-10-8
<PAGE>

                                  EXHIBIT A-11
                                  ------------

                          FORM OF CLASS CE CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE
         MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
         IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

Series: 2004-NC2                              Aggregate Certificate Principal
                                              Balance of the Class CE
                                              Certificates as of the Issue
Pass-Through Rate: Variable                   Date: $ 9,767,556.00

Cut-off Date and date of Pooling              Denomination: $9,767,556.00
and Servicing Agreement:
September 1, 2004                             Servicer: New Century Mortgage
                                              Corporation

First Distribution Date: October 25, 2004     Trustee: Deutsche Bank National
                                              Trust Company

No. 1

Aggregate Notional Amount of the Class        Issue Date: September 9, 2004
CE Certificates as of the Issue Date:
$295,980,555.95

Notional Amount: $295,980,555.95


                                     A-11-1
<PAGE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-11-2
<PAGE>



                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Deutsche Bank National Trust Company, as Indenture
Trustee under the Indenture, dated as of September 9, 2004, relating to
Carrington NIM Trust 2004-2 Notes, Series 2004-2, is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class CE Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class CE Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

                                     A-11-3

<PAGE>


         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to


                                     A-11-4

<PAGE>

register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor and the
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                     A-11-5

<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-11-6
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-11-7
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-11-8
<PAGE>

                                  EXHIBIT A-12
                                  ------------

                           FORM OF CLASS P CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
         IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


Series: 2004-NC2                             Aggregate Certificate Principal
                                             Balance of the Class P Certificates
                                             as of the Issue Date: $100.00
Cut-off Date and date of Pooling
and Servicing Agreement:
September 1, 2004                            Denomination: $100.00

First Distribution Date: October 25, 2004    Servicer: New Century Mortgage
                                             Corporation

No. 1                                        Trustee: Deutsche Bank National
                                             Trust Company

                                             Issue Date: September 9, 2004


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.


                                     A-12-1

<PAGE>

                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Deutsche Bank National Trust Company, as Indenture
Trustee under the Indenture, dated as of September 9, 2004, relating to
Carrington NIM Trust 2004-2 Notes, Series 2004-2, is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class P Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class P Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

                                     A-12-2

<PAGE>


         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to


                                     A-12-3

<PAGE>

register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor and the
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


                                    A-12-4

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-12-5
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-12-6
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-12-7

<PAGE>

                                  EXHIBIT A-13
                                  ------------

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
         ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
         AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT
         TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE
         EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
         AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT
         IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
         MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
         TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
         POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
         FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
         INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
         THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT
         FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
         IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY
         ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH
         PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
         HEREINAFTER BE

                                     A-13-1

<PAGE>

         REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
         AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
         SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
         FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
         REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
         AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
         TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
         BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
         INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
         CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL
         BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
         PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
         PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.


Series 2004-NC2                              Aggregate Percentage Interest of
                                             the Class R
                                             Certificates as of the Issue
Cut-off Date and date of Pooling             Date: 100.00%
and Servicing Agreement:
September 1, 2004                            Servicer: New Century Mortgage
                                             Corporation

First Distribution Date: October 25, 2004    Trustee: Deutsche Bank National
                                             Trust Company

No.1                                         Issue Date: September 9, 2004



                                     A-13-2
<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                       CITIGROUP MORTGAGE LOAN TRUST INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF
         THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Carrington Asset Acceptance Company, L.L.C. is the
registered owner of a Percentage Interest (as specified above) in that certain
beneficial ownership interest evidenced by all the Certificates of the Class to
which this Certificate belongs created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date or otherwise by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called

                                     A-13-3

<PAGE>

the "Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring

                                     A-13-4

<PAGE>

to effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor and the Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange
of Certificates, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.

         Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

         The Depositor, the Servicer, the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Servicer, the Trustee nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and

                                     A-13-5

<PAGE>

required to be paid to them pursuant to the Agreement following the earlier of
(i) the final payment or other liquidation (or any advance with respect thereto)
of the last Mortgage Loan and REO Property remaining in REMIC I and (ii) the
purchase by the party designated in the Agreement at a price determined as
provided in the Agreement from REMIC I of all the Mortgage Loans and all
property acquired in respect of such Mortgage Loans. The Agreement permits, but
does not require, the party designated in the Agreement to purchase from REMIC I
all the Mortgage Loans and all property acquired in respect of any Mortgage Loan
at a price determined as provided in the Agreement. The exercise of such right
will effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Loans at the time of purchase being less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

                                     A-13-6

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: September ___, 2004

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                                By:______________________________
                                       Authorized Signatory



                                     A-13-7
<PAGE>

                                  ABBREVIATIONS
                                  -------------

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common              UNIF GIFT MIN ACT - Custodian
                                                                ---------

TEN ENT - as tenants by the entireties                  (Cust) (Minor) under
                                                        Uniform Gifts
JT TEN - as joint tenants with right to                 Minors Act
         if survivorship and not as                     _______________
         tenants in common                                 (State)

     Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
_______________________________________________________________________________.

Dated:

                                 _______________________________
                                 Signature by or on behalf of assignor



                                 _______________________________
                                 Signature Guaranteed


                                     A-13-9
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number ____________________________,
or, if mailed by check, to______________________________________________________
_____________________________________________________________________________.
Applicable statements should be mailed to_______________________________________
_____________________________________________________________________________.
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.



                                     A-13-10
<PAGE>
                                   EXHIBIT B
                                   ---------

                                   [RESERVED]







                                      B-1

<PAGE>


                                   EXHIBIT C-1
                                   -----------

                     FORM OF TRUSTEE`S INITIAL CERTIFICATION



                                                               September 9, 2004

Citigroup Mortgage Loan Trust Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013

New Century Mortgage Corporation
18400 Von Karman Street, Suite 100
Irvine, California 92612

         Re:      Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., as Depositor,
                  New Century Mortgage Corporation, as Servicer and Deutsche
                  Bank National Trust Company as Trustee, Asset Backed
                  Pass-Through Certificates, Series 2004-NC2
                  ------------------------------------------

Ladies and Gentlemen:

         Attached is the Trustee's preliminary exceptions in accordance with
Section 2.02 of the referenced Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

         As to each Mortgage Loan listed in the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full or any Mortgage Loan specifically identified
in the exception report annexed thereto as not being covered by such
certification), (i) all documents constituting part of such Mortgage File (other
than such documents described in Section 2.01(v) of the Pooling and Servicing
Agreement) required to be delivered to it pursuant to the Pooling and Servicing
Agreement are in its possession, (ii) such documents have been reviewed by it
and appear regular on their face and relate to such Mortgage Loan and (iii)
based on its examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (i), (iii), (xi), (xii)
and (xv) of the definition of "Mortgage Loan Schedule" accurately reflects
information set forth in the Mortgage File.

         The Trustee is 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, valid, legally binding,
effective or appropriate for the represented purpose or whether they have
actually been recorded or are in recordable form or that they are other than
what they purport to be on their face, (ii) to determine whether any Mortgage
File should include any of the documents specified in clause (v) of Section 2.01
of the Pooling and Servicing Agreement or (iii) to determine the perfection or
priority of any security interest in any such documents or instruments.

                                     C-1-1

<PAGE>


                                DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee



                                By:______________________________
                                   Name:
                                   Title:


                                     C-1-2

<PAGE>


                                   EXHIBIT C-2
                                   -----------

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                                          [Date]

Citigroup Mortgage Loan Trust Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013

New Century Mortgage Corporation
18400 Von Karman Street, Suite 100
Irvine, California 92612

         Re:      Pooling and Servicing Agreement, dated as of September 1,
                  2004, among Citigroup Mortgage Loan Trust Inc., as Depositor,
                  New Century Mortgage Corporation, as Servicer and Deutsche
                  Bank National Trust Company as Trustee, Asset Backed
                  Pass-Through Certificates, Series 2004-NC2
                  ------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.01 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attachment hereto), it or a Custodian on its
behalf has received:

         (i)      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;

         (ii)     an original Assignment in blank;

         (iii)    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 Mortgage on the
                  Mortgaged Property represented therein as a fee interest
                  vested in the Mortgagor or in the event such original title
                  policy is unavailable, a written commitment or uniform binder
                  or preliminary report of title issued by the title insurance
                  or escrow company.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee is 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,
valid, legally binding, effective or appropriate for the represented purpose or
whether they have actually been recorded or are in recordable form or that they
are other than what they purport to be on their face, (ii) to determine whether
any Mortgage File should include any of the documents specified in clause (v) of
Section 2.01 of the Pooling and


                                     C-2-1

<PAGE>

Servicing Agreement or (iii) to determine the perfection or priority of any
security interest in any such documents or instruments.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                             DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee


                             By:________________________________
                             Name:
                             Title:

                                     C-2-2
<PAGE>



                                    EXHIBIT D
                                    ---------

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT





<PAGE>


                        MORTGAGE LOAN PURCHASE AGREEMENT

      This is a Mortgage  Loan  Purchase  Agreement  (this  "Agreement"),  dated
September 3, 2004, among NC Capital Corporation,  a California  corporation (the
"Responsible  Party"),  Carrington Asset Acceptance Company,  L.L.C., a Delaware
limited liability company (the "Seller") and Citigroup Mortgage Loan Trust Inc.,
a Delaware corporation (the "Purchaser").

                              Preliminary Statement

      The Seller intends to sell the Mortgage Loans (as hereinafter  identified)
to the  Purchaser on the terms and subject to the  conditions  set forth in this
Agreement.  The Purchaser  intends to deposit the Mortgage Loans into a mortgage
pool  comprising  the Trust Fund.  The Trust Fund will be  evidenced by a single
series of mortgage pass-through  certificates designated as Series 2004-NC2 (the
"Certificates").   The   Certificates   will  consist  of  fourteen  classes  of
certificates  and will be issued pursuant to a Pooling and Servicing  Agreement,
dated as of September 1, 2004 (the "Pooling and Servicing Agreement"), among the
Depositor  as  depositor,  New Century  Mortgage  Corporation  as servicer  (the
"Servicer") and Deutsche Bank National Trust Company as trustee (the "Trustee").
Capitalized  terms used but not defined herein shall have the meanings set forth
in the Pooling and Servicing Agreement.

      The parties hereto agree as follows:

      SECTION  1  Agreement  to  Purchase.  The  Seller  agrees  to sell and the
Purchaser  agrees to  purchase,  on or before  September  9, 2004 (the  "Closing
Date"),   certain   fixed-rate  and   adjustable-rate   conventional,   one-  to
four-family, first lien, residential mortgage loans purchased by the Seller from
the  Responsible  Party (the "Mortgage  Loans"),  having an aggregate  principal
balance as of the close of business on September 1, 2004,  (the "Cut-off  Date")
of $295,980,655.95 (the "Closing Balance"),  after giving effect to all payments
due on the Mortgage Loans on or before the Cut-off Date, whether or not received
including the right to any Prepayment  Charges payable by the related Mortgagors
in  connection  with any  Principal  Prepayments  on the Mortgage  Loans,  on an
Originator servicing-retained basis.

      SECTION 2 Mortgage Loan Schedule. The Purchaser and the Seller have agreed
upon which of the Mortgage  Loans are to be purchased by the Purchaser  pursuant
to this  Agreement  and the Seller  will  prepare or cause to be  prepared on or
prior to the Closing Date a final schedule (the "Closing  Schedule")  that shall
describe  such  Mortgage  Loans and set forth  all of the  Mortgage  Loans to be
purchased under this Agreement,  including the Prepayment  Charges.  The Closing
Schedule will conform to the  requirements set forth in this Agreement and, with
respect to the Mortgage  Loans subject to this  Agreement,  to the definition of
"Mortgage Loan Schedule" under the Pooling and Servicing Agreement.  The Closing
Schedule  shall be used as part of the Mortgage Loan Schedule  under the Pooling
and  Servicing  Agreement  and  shall be based on  information  provided  by the
Originator.

      SECTION 3 Consideration.

      (a) In consideration for the Mortgage Loans to be purchased hereunder, the
Purchaser  shall,  as  described  in  Section 8, pay to or upon the order of the
Seller in immediately


<PAGE>

available  funds an  amount  (the  "Purchase  Price")  equal to (i) the net sale
proceeds of the  Certificates  and (ii) the Class CE  Certificates,  the Class P
Certificates and the Residual Certificates.

      (b) The Purchaser or any assignee, transferee or designee of the Purchaser
shall be entitled to all  scheduled  payments of principal due after the Cut-off
Date, all other payments of principal due and collected  after the Cut-off Date,
and all payments of interest on the Mortgage Loans allocable to the period after
the Cut-off  Date.  All  scheduled  payments of principal and interest due on or
before the Cut-off Date and collected after the Cut-off Date shall belong to the
Seller.

      (c) Pursuant to the Pooling and Servicing  Agreement,  the Purchaser  will
assign  all of its  right,  title and  interest  in and to the  Mortgage  Loans,
together with its rights under this Agreement, to the Trustee for the benefit of
the Certificateholders.

      SECTION 4 Transfer of the Mortgage Loans.

      (a)  Possession  of Mortgage  Files.  The Seller does hereby sell,  and in
connection  therewith  hereby  assigns,  to the  Purchaser,  effective as of the
Closing Date,  without recourse but subject to the terms of this Agreement,  all
of its right, title and interest in, to and under the Mortgage Loans,  including
the related Prepayment Charges. The contents of each Mortgage File not delivered
to the Purchaser or to any assignee,  transferee or designee of the Purchaser on
or prior to the  Closing  Date are and shall be held in trust by the  Seller for
the benefit of the  Purchaser  or any  assignee,  transferee  or designee of the
Purchaser.  Upon the sale of the Mortgage Loans,  the ownership of each Mortgage
Note, the related  Mortgage and the other contents of the related  Mortgage File
is vested in the Purchaser  and the ownership of all records and documents  with
respect  to the  related  Mortgage  Loan  prepared  by or  that  come  into  the
possession of the Seller on or after the Closing Date shall  immediately vest in
the  Purchaser  and  shall  be  delivered  immediately  to the  Purchaser  or as
otherwise directed by the Purchaser.

      (b) Delivery of Mortgage Loan  Documents.  The Seller will, on or prior to
the Closing  Date,  deliver or cause to be  delivered  to the  Purchaser  or any
assignee,  transferee  or  designee  of the  Purchaser  each  of  the  following
documents for each Mortgage Loan:

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

            (ii) the original Mortgage with evidence of recording  thereon,  and
      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 in blank;


                                      -2-
<PAGE>

            (iv) the  original  recorded  Assignment  or  Assignments  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);

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

            (vi)  the  original  lender's  title  insurance  policy  or,  if the
      original title policy has not been issued,  the irrevocable  commitment to
      issue the same.

      With respect to a maximum of approximately  2.0% 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(b)(i) above
cannot be located, the obligations of the Seller to deliver such documents shall
be deemed to be satisfied  upon delivery to the Purchaser of a photocopy of such
Mortgage  Note, if available,  with a lost note affidavit  substantially  in the
form of Exhibit I attached to the Pooling and Servicing Agreement. If any of the
original  Mortgage  Notes for which a lost note  affidavit  was delivered to the
Purchaser  is  subsequently  located,  such  original  Mortgage  Note  shall  be
delivered to the Purchaser within three Business Days.

      If any of the documents  referred to in Sections  4(b)(ii),  (iii) or (iv)
above has, as of the Closing Date,  been  submitted for recording but either (x)
has not been returned from the  applicable  public  recording  office or (y) has
been lost or such public  recording  office has  retained  the  original of such
document,  the  obligations  of the Seller to deliver  such  documents  shall be
deemed to be satisfied upon (1) delivery to the Purchaser of a copy of each such
document  certified by the Originator in the case of (x) above or the applicable
public  recording office in the case of (y) above to be a true and complete copy
of the  original  that  was  submitted  for  recording  and (2) if such  copy is
certified by the  Originator,  delivery to the  Purchaser  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 Purchaser, the Trustee and the Rating
Agencies  by the Seller 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  4(b)(vi)  above,  the
Seller shall deliver or cause to be delivered to the  Purchaser,  promptly after
receipt thereof,  the original lender's title insurance policy. The Seller shall
deliver or cause to be delivered to the Purchaser  promptly upon receipt thereof
any other  original  documents  constituting  a part of a Mortgage File received
with respect to any Mortgage Loan,  including,  but not limited to, any original
documents evidencing an assumption or modification of any Mortgage Loan.

      The  Seller  shall (at the  expense  of the  Responsible  Party)  promptly
(within sixty Business Days following the later of the Closing Date and the date
of receipt by the Seller 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 or the
Purchaser,  in the  appropriate  public office for real property  records,  each
Assignment referred to in Sections 4(b)(iii) and (iv) above and the Seller shall
execute  each  original  Assignment  or cause  each  original  Assignment  to be
executed in the following  form:  "Deutsche  Bank  National  Trust  Company,  as
Trustee under the applicable  agreement." In the


                                      -3-
<PAGE>

event  that any such  Assignment  is lost or  returned  unrecorded  because of a
defect  therein,  the Seller  shall  promptly  prepare or cause to be prepared a
substitute  Assignment or cure or cause to be cured such defect, as the case may
be, and thereafter cause each such Assignment to be duly recorded.

      Notwithstanding the foregoing, however, for administrative convenience and
facilitation of servicing and to reduce closing costs, the Assignments shall not
be required to be submitted for  recording  (except with respect to any Mortgage
Loan located in Maryland)  unless the Trustee or the Purchaser  receives  notice
that such failure to record would result in a withdrawal or a downgrading by any
Rating Agency of the rating on any Class of Certificates; provided, however, the
Seller shall submit or cause to be submitted  each  Assignment  for recording in
the manner  described  above, at the expense of the Responsible  Party and at no
expense to the Trust Fund or the  Trustee,  upon the  earliest  to occur of: (i)
reasonable direction by Holders of Certificates  entitled to at least 25% of the
Voting Rights,  (ii) the  occurrence of a Servicer  Event of Default,  (iii) the
occurrence of a bankruptcy,  insolvency or foreclosure relating to the Servicer,
(iv) the occurrence of a servicing  transfer as described in Section 7.02 of the
Pooling and Servicing  Agreement,  (v) with respect to any one  Assignment,  the
occurrence of a bankruptcy,  insolvency or foreclosure relating to the Mortgagor
under the related  Mortgage and (vi) any  Mortgage  Loan that is 90 days or more
Delinquent.  Upon receipt of written notice that recording of the Assignments is
required  pursuant to one or more of the  conditions  set forth in the preceding
sentence,  the Seller  shall be required to deliver  such  Assignments  or shall
cause such Assignments to be delivered within 30 days following  receipt of such
notice.

      Each original  document relating to a Mortgage Loan which is not delivered
to the Purchaser or its assignee, transferee or designee, if held by the Seller,
shall be so held for the benefit of the Purchaser,  its assignee,  transferee or
designee.

      (c)  Acceptance of Mortgage  Loans.  The documents  delivered  pursuant to
Section  4(b)  hereof  shall  be  reviewed  by the  Purchaser  or any  assignee,
transferee  or designee of the Purchaser at any time before or after the Closing
Date (and with respect to each  document  permitted  to be  delivered  after the
Closing Date,  within seven days of its delivery) to ascertain that all required
documents have been executed and received and that such documents  relate to the
Mortgage Loans identified on the Mortgage Loan Schedule.

      (d) Transfer of Interest in  Agreements.  The  Purchaser  has the right to
assign its interest under this  Agreement,  in whole or in part, to the Trustee,
as  may be  required  to  effect  the  purposes  of the  Pooling  and  Servicing
Agreement,  without the consent of the Seller or the Responsible  Party, and the
assignee shall succeed to the rights and obligations hereunder of the Purchaser.
Any expense reasonably  incurred by or on behalf of the Purchaser or the Trustee
in connection  with enforcing any  obligations of the Seller or the  Responsible
Party  under this  Agreement  will be promptly  reimbursed  by the Seller or the
Responsible Party, as applicable.

      (e) Examination of Mortgage  Files.  Prior to the Closing Date, the Seller
shall  either  (i)  deliver  in escrow  to the  Purchaser,  or to any  assignee,
transferee  or designee of the  Purchaser  for  examination,  the Mortgage  File
pertaining to each Mortgage Loan or (ii) make such Mortgage  Files  available to
the  Purchaser or to any  assignee,  transferee or designee of the Purchaser for
examination.  Such examination may be made by the Purchaser or the Trustee,  and


                                      -4-
<PAGE>

their respective  designees,  upon reasonable notice to the Seller during normal
business  hours  before the  Closing  Date and within 60 days after the  Closing
Date.  If any such person makes such  examination  prior to the Closing Date and
identifies  any Mortgage  Loans that do not conform to the  requirements  of the
Purchaser as described in this  Agreement,  such Mortgage Loans shall be deleted
from the Closing  Schedule.  The Purchaser may, at its option and without notice
to the Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete  examination.  The fact that the Purchaser or any person has
conducted  or has failed to conduct any partial or complete  examination  of the
Mortgage  Files shall not affect the rights of the  Purchaser  or any  assignee,
transferee or designee of the Purchaser to demand  repurchase or other relief as
provided herein or under the Pooling and Servicing Agreement.

      SECTION 5  Representations,  Warranties  and Covenants of the  Responsible
                 Party and the Seller.

      (a) The Responsible Party hereby represents and warrants to the Seller and
the Purchaser,  as of the date hereof and as of the Closing Date, and covenants,
that:

            (i) The Responsible Party is duly organized, validly existing and in
      good standing  under the laws of the state of  California  and is and will
      remain in  compliance  with the laws of each state in which any  Mortgaged
      Property is located to the extent  necessary to ensure the  enforceability
      of each Mortgage Loan;

            (ii) The  Responsible  Party  has the full  power and  authority  to
      execute,  deliver  and  perform,  and to enter  into and  consummate,  all
      transactions  contemplated  by this Agreement.  The Responsible  Party 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 Seller and the
      Purchaser,  constitutes  a legal,  valid  and  binding  obligation  of the
      Responsible  Party,  enforceable  against it in accordance  with its terms
      except  as the  enforceability  thereof  may  be  limited  by  bankruptcy,
      insolvency or reorganization;

            (iii)  The  execution   and  delivery  of  this   Agreement  by  the
      Responsible  Party and the performance of and compliance with the terms of
      this  Agreement  which are  applicable to the  Responsible  Party will not
      violate  the  Responsible   Party's  limited   partnership   agreement  or
      constitute a default under or result in a breach or  acceleration  of, any
      material contract,  agreement or other instrument to which the Responsible
      Party is a party or which may be  applicable to the  Responsible  Party or
      its assets;

            (iv) The Responsible Party is not in violation of, and the execution
      and  delivery  of  this  Agreement  by  the  Responsible   Party  and  its
      performance  and  compliance  with the  terms of this  Agreement  will not
      constitute  a violation  with respect to, any order or decree of any court
      or  any  order  or  regulation  of  any  federal,   state,   municipal  or
      governmental  agency having jurisdiction over the Responsible Party or its
      assets,  which violation might have consequences that would materially and
      adversely  affect the condition  (financial or otherwise) or the operation
      of the  Responsible  Party or its assets or might have  consequences  that
      would materially and adversely affect the enforceability of


                                      -5-
<PAGE>

      the Mortgage Loans or this Agreement or the performance of its obligations
      and duties hereunder;

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

            (vi) There are no actions or proceedings  against, or investigations
      of,  the  Responsible  Party  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 the Responsible Party of its obligations  under,
      or the validity or enforceability of, this Agreement

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

            (viii) The  consummation  of the  transactions  contemplated by this
      Agreement are in the ordinary course of business of the Responsible Party;
      and

            (ix) Neither this  Agreement  nor any written  statement,  report or
      other document prepared and furnished by the Responsible Party pursuant to
      this Agreement or in connection with the transactions  contemplated hereby
      contains  any  untrue  statement  of  material  fact or  omits  to state a
      material fact necessary to make the statements contained herein or therein
      not misleading.

      (b) The Seller hereby represents and warrants to the Responsible Party and
the Purchaser,  as of the date hereof and as of the Closing Date, and covenants,
that:

            (i) The  Seller  is duly  organized,  validly  existing  and in good
      standing  as a limited  liability  company  under the laws of the State of
      Delaware  with full  limited  liability  company  power and  authority  to
      conduct its business as presently  conducted by it to the extent  material
      to the consummation of the transactions  contemplated  herein.  The Seller
      has the full  limited  liability  company  power and  authority to own the
      Mortgage  Loans and to  transfer  and  convey  the  Mortgage  Loans to the
      Purchaser and has the full limited  liability  company power and authority
      to execute and deliver,  engage in the  transactions  contemplated by, and
      perform and observe the terms and conditions of this Agreement.

            (ii) The Seller 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 Responsible Party and the Purchaser,  constitutes a legal,
      valid and binding obligation of the Seller, enforceable


                                      -6-
<PAGE>

      against  it in  accordance  with its terms  except  as the  enforceability
      thereof may be limited by bankruptcy, insolvency or reorganization.

            (iii) The execution,  delivery and  performance of this Agreement by
      the Seller (x) does not  conflict  and will not  conflict  with,  does not
      breach and will not result in a breach of and does not constitute and will
      not constitute a default (or an event,  which with notice or lapse of time
      or both,  would constitute a default) under (A) any terms or provisions of
      the certificate of formation or limited liability company agreement of the
      Seller,  (B) any term or provision of any  material  agreement,  contract,
      instrument  or  indenture,  to which the Seller is a party or by which the
      Seller or any of its property is bound or (C) any law,  rule,  regulation,
      order,  judgment,  writ, injunction or decree of any court or governmental
      authority having  jurisdiction  over the Seller or any of its property and
      (y) does not  create or impose  and will not  result  in the  creation  or
      imposition of any lien,  charge or encumbrance which would have a material
      adverse  effect upon the Mortgage  Loans or any  documents or  instruments
      evidencing or securing the Mortgage Loans.

            (iv) No consent,  approval,  authorization or order of, registration
      or filing  with,  or notice  on behalf of the  Seller to any  governmental
      authority  or court is  required,  under  federal  laws or the laws of the
      State of Delaware,  for the  execution,  delivery and  performance  by the
      Seller  of, or  compliance  by the  Seller  with,  this  Agreement  or the
      consummation by the Seller of any other transaction  contemplated  hereby;
      provided,  however,  that the Seller makes no  representation  or warranty
      regarding  federal or state securities laws in connection with the sale or
      distribution of the Certificates.

            (v) This Agreement does not contain any untrue statement of material
      fact or omit to state a material  fact  necessary  to make the  statements
      contained herein not misleading. The written statements, reports and other
      documents  furnished  by the  Seller  pursuant  to  this  Agreement  or in
      connection  with  the  transactions   contemplated  hereby  taken  in  the
      aggregate do not contain any untrue  statement of material fact or omit to
      state a material fact necessary to make the statements  contained  therein
      not misleading.

            (vi) The  Seller  is not in  violation  of,  and the  execution  and
      delivery  of  this  Agreement  by  the  Seller  and  its  performance  and
      compliance  with  the  terms  of this  Agreement  will  not  constitute  a
      violation  with  respect to, any order or decree of any court or any order
      or  regulation of any federal,  state,  municipal or  governmental  agency
      having  jurisdiction over the Seller or its assets,  which violation might
      have consequences that would materially and adversely affect the condition
      (financial  or  otherwise) or the operation of the Seller or its assets or
      might have  consequences  that would  materially and adversely  affect the
      performance of its obligations and duties hereunder.

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

            (viii)  Immediately  prior to the sale of the Mortgage  Loans to the
      Purchaser  as herein  contemplated,  the  Seller  will be the owner of the
      related  Mortgage and the  indebtedness  evidenced by the related Mortgage
      Note,  and, upon the payment to the


                                      -7-
<PAGE>

      Seller of the Purchase  Price, in the event that the Seller retains or has
      retained  record title,  the Seller shall retain such record title to each
      Mortgage,  each related  Mortgage Note and the related Mortgage Files with
      respect  thereto in trust for the  Purchaser as the owner thereof from and
      after the date hereof.

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

            (x)  The  consummation  of the  transactions  contemplated  by  this
      Agreement  are in the ordinary  course of business of the Seller,  and the
      transfer,  assignment  and  conveyance  of  the  Mortgage  Notes  and  the
      Mortgages  by the  Seller  are not  subject  to the bulk  transfer  or any
      similar statutory provisions.

            (xi) The Seller has not dealt with any  broker,  investment  banker,
      agent or other person,  except for the Purchaser or any of its affiliates,
      that may be entitled to any commission or  compensation in connection with
      the sale of the Mortgage Loans.

            (xii) There is no  litigation  currently  pending or, to the best of
      the  Seller's  knowledge  without  independent  investigation,  threatened
      against the Seller that would  reasonably be expected to adversely  affect
      the transfer of the Mortgage  Loans,  the issuance of the  Certificates or
      the execution,  delivery, performance or enforceability of this Agreement,
      or that  would  result  in a  material  adverse  change  in the  financial
      condition of the Seller.

            (xiii) The Seller is solvent and will not be rendered  insolvent  by
      the consummation of the transactions  contemplated  hereby.  The Seller is
      not  transferring  any Mortgage  loan with any intent to hinder,  delay or
      defraud any of its creditors.

            (xiv) The Seller makes each of the  additional  representations  and
      warranties set forth on Schedule I hereto.

      SECTION 6 Representations and Warranties of the Responsible Party Relating
                to the Mortgage Loans.

      The Responsible Party hereby represents and warrants to the Seller and the
Purchaser  that as to each  Mortgage  Loan as of the Closing  Date or as of such
other date as specified herein:

      (1) The  information  set forth in the Mortgage Loan Schedule with respect
to the Mortgage Loans is complete, true and correct as of the Cut-off Date;

      (2) [Reserved];


                                      -8-
<PAGE>

      (3) Each document or instrument in the related  Mortgage File is in a form
generally  acceptable to prudent  mortgage  lenders that regularly  originate or
purchase  mortgage  loans  comparable to the Mortgage  Loans for sale to prudent
investors  in the  secondary  market that  invest in mortgage  loans such as the
Mortgage Loans;

      (4) All  payments  required  to be made up to the close of business on the
Business Day prior to the Cut-off Date for each Mortgage Loan under the terms of
the  Mortgage  Note have been made.  Except for payments in the nature of Escrow
Payments,  including  without  limitation,  taxes and  insurance  payments,  the
Originator has not advanced funds, or induced,  solicited or knowingly  received
any advance of funds from a party other than the owner of the related  Mortgaged
Property,  directly or indirectly, for the payment of any amount required by the
Mortgage  Note or Mortgage,  except for interest  accruing  from the date of the
Mortgage Note or the date of disbursement of the Mortgage proceeds, whichever is
greater,  to the day  which  precedes  by one  month  the Due Date of the  first
installment  of principal  and  interest.  No payment under the Mortgage Loan is
more than sixty (60) days past due, nor has any payment  under the Mortgage Loan
been more than sixty (60) days past due at any time since origination. The first
Monthly  Payment was or shall be made with respect to the  Mortgage  Loan on its
Due Date or within the grace  period,  all in  accordance  with the terms of the
related Mortgage Note;

      (5) There are no  delinquent  taxes,  ground  rents,  water and  municipal
charges, sewer rents,  assessments,  primary insurance policy premiums, fire and
hazard insurance premiums,  leasehold payments, including assessments payable in
future installments or other outstanding charges affecting the related Mortgaged
Property;

      (6) The  terms  of the  Mortgage  Note  and the  Mortgage  have  not  been
impaired,  waived,  altered  or  modified  in any  respect,  except  by  written
instruments,  recorded,  or in the process of being recorded,  in the applicable
public  recording  office if  necessary  to  maintain  the lien  priority of the
Mortgage, and which have been delivered or will be delivered to the Custodian on
behalf  of the  Purchaser;  the  substance  of any such  waiver,  alteration  or
modification has been approved by the insurer under any primary insurance policy
or lender-paid  primary insurance policy, if any, and the title insurer,  to the
extent  required by the related  policy,  and is reflected on the Mortgage  Loan
Schedule. No instrument of waiver, alteration or modification has been executed,
and no Mortgagor has been  released,  in whole or in part,  except in connection
with an assumption agreement approved by the insurer under the primary insurance
policy or lender-paid  primary  insurance policy, if any, and the title insurer,
to the extent required by the policy,  and which  assumption  agreement has been
delivered to the  Purchaser and the terms of which are reflected in the Mortgage
Loan Schedule;

      (7) The  Mortgage  Note and the  Mortgage  are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury,  nor will the  operation  of any of the terms of the  Mortgage
Note and/or the Mortgage,  or the exercise of any right  thereunder,  render the
Mortgage Note or the Mortgage unenforceable,  in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense, including the defense
of usury and no such right of rescission,  set-off,  counterclaim or defense has
been asserted with respect thereto and no Mortgagor was a debtor in any state or
federal  bankruptcy or  insolvency  proceeding at the time the Mortgage Loan was
originated;


                                      -9-
<PAGE>

      (8) All buildings or other  improvements  upon the Mortgaged  Property are
insured by an insurer  acceptable  to Fannie Mae and Freddie Mac against loss by
fire,  hazards of extended  coverage and such other  hazards as are customary in
the area where the Mortgaged Property is located, pursuant to insurance policies
conforming to the requirements of the Pooling and Servicing Agreement.  All such
insurance  policies  contain a standard  mortgagee  clause  naming  New  Century
Mortgage  Corporation,  its successors and assigns as mortgagee and all premiums
thereon have been paid. If the Mortgaged  Property is in an area identified on a
flood  hazard map or flood  insurance  rate map issued by the Federal  Emergency
Management  Agency as having special flood hazards (and such flood insurance has
been made  available),  a flood insurance policy meeting the requirements of the
current  guidelines  of the Federal  Insurance  Administration  with a generally
acceptable  insurance  carrier,  in the  amount  described  in the  Pooling  and
Servicing  Agreement  (and to the extent  required in the Pooling and  Servicing
Agreement) is in effect, which policy conforms to the requirements of Fannie Mae
and Freddie Mac. The Mortgage  obligates the Mortgagor  thereunder to obtain and
maintain all such  insurance  at the  Mortgagor's  cost and expense,  and on the
Mortgagor's  failure to do so,  authorizes  the holder of the Mortgage to obtain
and  maintain  such  insurance  at  Mortgagor's  cost  and  expense  and to seek
reimbursement  therefor from the Mortgagor.  The hazard  insurance policy is the
valid and binding  obligation of the insurer,  is in full force and effect,  and
will be in full force and effect and inure to the benefit of the  Servicer  upon
the  consummation  of the  transactions  contemplated  by  this  Agreement.  The
Originator  has not engaged in, and has no knowledge of the  Mortgagor's  having
engaged in, any act or  omission  which  would  impair the  coverage of any such
policy, the benefits of the endorsement provided for herein, or the validity and
binding  effect of either,  including,  without  limitation,  no  unlawful  fee,
commission,  kickback or other  unlawful  compensation  or value of any kind has
been or will be received,  retained or realized by any  attorney,  firm or other
person or entity,  and no such unlawful  items have been  received,  retained or
realized by the Originator;

      (9) Any and all requirements of any federal, state or local law including,
without  limitation,  all applicable  predatory and abusive lending laws, usury,
truth in lending, real estate settlement procedures, consumer credit protection,
equal credit  opportunity,  fair housing or  disclosure  laws  applicable to the
origination  and  servicing of mortgage  loans of a type similar to the Mortgage
Loans  have  been  complied  with  and  the  consummation  of  the  transactions
contemplated  hereby  will  not  involve  the  violation  of any  such  laws  or
regulations, and the Originator shall maintain in its possession,  available for
the  Purchaser's  inspection,  and shall deliver to the  Purchaser  upon demand,
evidence of compliance with all such requirements;

      (10) The  Mortgage  has not been  satisfied,  cancelled,  subordinated  or
rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage,  in whole or in part, nor has any instrument been
executed that would effect any such satisfaction,  cancellation,  subordination,
rescission or release.  Neither the  Originator  nor the Servicer has waived the
performance  by the  Mortgagor  of any  action,  if the  Mortgagor's  failure to
perform such action would cause the Mortgage Loan to be in default,  nor has the
Originator  or the  Servicer  waived any  default  resulting  from any action or
inaction by the Mortgagor;

      (11) The related  Mortgage is properly  recorded and is a valid,  existing
and enforceable (A) first lien and first priority security interest with respect
to each  Mortgage Loan which is indicated by to be a first lien (as reflected on
the Mortgage Loan  Schedule),  or (B)


                                      -10-
<PAGE>

second lien and second priority  security interest with respect to each Mortgage
Loan which is indicated by the  Servicer to be a second lien  Mortgage  Loan (as
reflected on the Mortgage  Loan  Schedule),  in either  case,  on the  Mortgaged
Property, including all buildings and improvements on the Mortgaged Property and
all  installations  and  mechanical,   electrical,  plumbing,  heating  and  air
conditioning systems located in or annexed to such buildings, and all additions,
alterations and replacements made at any time with respect to the foregoing. The
lien of the Mortgage is subject  only to (a) the lien of current  real  property
taxes and  assessments  not yet due and payable,  (b) covenants,  conditions and
restrictions, rights of way, easements and other matters of the public record as
of  the  date  of  recording  being   acceptable  to  prudent  mortgage  lending
institutions  generally  and  specifically  referred  to in the  lender's  title
insurance policy delivered to the Responsible  Party by the Originator and which
do not adversely affect the Value of the Mortgaged  Property,  (c) other matters
to which like properties are commonly subject which do not materially  interfere
with the benefits of the security intended to be provided by the Mortgage or the
use, enjoyment, value or marketability of the related Mortgaged Property and (d)
with  respect to each  Mortgage  Loan which is indicated by the Servicer to be a
second lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),  a first
lien on the Mortgaged  Property.  Any security  agreement,  chattel  mortgage or
equivalent  document  related to and delivered in  connection  with the Mortgage
Loan  establishes  and creates a valid,  existing and enforceable (A) first lien
and first priority security interest with respect to each Mortgage Loan which is
indicated to be a first lien (as  reflected on the Mortgage Loan  Schedule),  or
(B) second  lien and second  priority  security  interest  with  respect to each
Mortgage  Loan which is indicated  by the Servicer to be a second lien  Mortgage
Loan (as  reflected  on the Mortgage  Loan  Schedule),  in either  case,  on the
property  described therein and the Responsible Party had full right to sell and
assign the same to the Seller. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage,  deed of trust, deed to
secure debt or other security instrument creating a lien subordinate to the lien
of the Mortgage;

      (12) The  Mortgage  Note and the related  Mortgage are genuine and each is
the legal,  valid and binding obligation of the Mortgagor and enforceable by the
Purchaser  against such Mortgagor in accordance  with its terms,  except only as
such  enforcement  may be limited  by  bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws affecting the enforcement of creditors'  rights
generally and by law;

      (13) All parties to the Mortgage  Note, the Mortgage and any other related
agreement  had legal  capacity to enter into the Mortgage  Loan,  to execute and
deliver the Mortgage Note,  the Mortgage and any other related  agreement and to
pledge,  grant or convey the interest therein purported to be conveyed,  and the
Mortgage Note,  the Mortgage and any other related  agreement have been duly and
properly executed by such parties. The Mortgagor is a natural person;

      (14) The proceeds of the Mortgage Loan have been fully disbursed to or for
the account of the  Mortgagor  and there is no  obligation  for the Mortgagee to
advance  additional  funds  thereunder  and  any  and  all  requirements  as  to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds  therefor have been  complied  with.  All costs,  fees and expenses
incurred  in  making or  closing  the  Mortgage  Loan and the  recording  of the
Mortgage have been paid,  and the Mortgagor is not entitled to any refund of any
amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;


                                      -11-
<PAGE>

      (15)  No  proceeds   from  any   Mortgage   Loan  were  used  to  purchase
single-premium credit insurance policies;

      (16) [Reserved];

      (17) All parties which have had any interest in the Mortgage Loan, whether
as originator,  mortgagee,  assignee,  pledgee or otherwise, are (or, during the
period in which they held and disposed of such  interest,  were):  (A) organized
under the laws of such state,  or (B) qualified to do business in such state, or
(C) federal  savings and loan  associations  or national banks having  principal
offices in such state,  or (D) not doing business in such state so as to require
qualification or licensing, or (E) not otherwise required to be licensed in such
state.  All parties  which have had any  interest in the  Mortgage  Loan were in
compliance  with  any  and  all  applicable   "doing   business"  and  licensing
requirements of the laws of the state wherein the Mortgaged  Property is located
or were not required to be licensed in such state;

      (18) On the date of its  origination and on the Closing Date, the Mortgage
Loan was and is covered by an American Land Title Association  ("ALTA") lender's
title insurance policy (which, in the case of an  Adjustable-Rate  Mortgage Loan
has an  adjustable  rate  mortgage  endorsement  in the form of ALTA 6.0 or 6.1)
acceptable to Fannie Mae and Freddie Mac,  issued by a title insurer  acceptable
to Fannie Mae and Freddie Mac and  qualified to do business in the  jurisdiction
where the Mortgaged  Property is located,  insuring  (subject to the  exceptions
contained above in (11)(a) and (b) and, with respect to each Mortgage Loan which
is indicated by the Servicer to be a second lien  Mortgage Loan (as reflected on
the Mortgage  Loan  Schedule),  clause (d)) the  Servicer,  its  successors  and
assigns as to the first priority lien of the Mortgage in the original  principal
amount of the Mortgage  Loan and, with respect to any  Adjustable-Rate  Mortgage
Loan,  against any loss by reason of the invalidity or  unenforceability  of the
lien resulting  from the provisions of the Mortgage  providing for adjustment in
the  Mortgage  Rate and  Monthly  Payment.  Additionally,  such  lender's  title
insurance  policy  affirmatively  insures  ingress  and  egress  to and from the
Mortgaged Property,  and against encroachments by or upon the Mortgaged Property
or any interest therein. The Servicer is the sole insured of such lender's title
insurance policy,  and such lender's title insurance policy is valid and remains
in full  force  and  effect  and  will be in full  force  and  effect  upon  the
consummation of the transactions  contemplated by this Agreement. No claims have
been made under such lender's title insurance policy, and no prior holder of the
related  Mortgage,  including  the  Originator,  has done,  by act or  omission,
anything which would impair the coverage of such lender's title insurance policy
including,  without limitation,  no unlawful fee, commission,  kickback or other
unlawful  compensation  or  value  of any  kind  has  been or will be  received,
retained or realized by any  attorney,  firm or other  person or entity,  and no
such unlawful items have been received, retained or realized by the Originator;

      (19)  There is no  default,  breach,  violation  or event of  acceleration
existing  under the Mortgage or the Mortgage  Note and no event which,  with the
passage of time or with notice and the  expiration  of any grace or cure period,
would  constitute a default,  breach,  violation or event of  acceleration,  and
neither  the  Originator  nor the  Servicer  nor any other  entity  involved  in
originating  or  servicing  a  Mortgage  Loan has waived  any  default,  breach,
violation or event of acceleration.  With respect to each Mortgage Loan which is
indicated by the Servicer to be a second lien Mortgage Loan (as reflected on the
Mortgage  Loan  Schedule)  (i) the first lien


                                      -12-
<PAGE>

is in full force and effect,  (ii) there is no  default,  breach,  violation  or
event of  acceleration  existing  under such first lien  mortgage or the related
mortgage note, (iii) no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default,  breach,
violation  or event of  acceleration  thereunder,  and either (A) the first lien
mortgage  contains a provision which allows or (B) applicable law requires,  the
mortgagee  under the second lien Mortgage Loan to receive notice of, and affords
such  mortgagee  an  opportunity  to cure  any  default  by  payment  in full or
otherwise under the first lien mortgage;

      (20) There are no  mechanics'  or similar  liens or claims which have been
filed for work,  labor or material (and no rights are outstanding that under law
could give rise to such lien) affecting the related Mortgaged Property which are
or may be liens prior to, or equal or coordinate  with,  the lien of the related
Mortgage;

      (21) As of the date of origination of the Mortgage Loan, all  improvements
which were considered in determining the Value of the related Mortgaged Property
lay wholly within the boundaries and building restriction lines of the Mortgaged
Property,  and  no  improvements  on  adjoining  properties  encroach  upon  the
Mortgaged Property;

      (22) The Mortgage Loan was originated by New Century Mortgage  Corporation
or by a savings and loan  association,  a savings  bank,  a  commercial  bank or
similar  banking  institution  which is supervised  and examined by a federal or
state authority, or by a mortgagee approved as such by the Secretary of HUD. The
documents,  instruments and agreements  submitted for loan underwriting were not
falsified  and contain no untrue  statement of material  fact or omit to state a
material fact required to be stated therein or necessary to make the information
and statements therein not misleading;

      (23) Principal  payments on the Mortgage Loan commenced no more than sixty
days after the proceeds of the Mortgage Loan were  disbursed.  The Mortgage Loan
bears  interest at the Mortgage  Rate.  With respect to each Mortgage  Loan, the
Mortgage  Note is payable  on the first day of each  month in Monthly  Payments,
which,  in the case of a Fixed-Rate  Mortgage  Loans,  are  sufficient  to fully
amortize the original  principal balance over the original term thereof,  of not
more than 30 years,  and to pay interest at the related  Mortgage Rate,  and, in
the case of an  Adjustable-Rate  Mortgage Loan,  are changed on each  Adjustment
Date, and in any case,  are sufficient to fully amortize the original  principal
balance  over the  original  term  thereof  and to pay  interest  at the related
Mortgage Rate. The Index for each Adjustable-Rate Mortgage Loan is as defined in
the  Mortgage  Loan  Schedule.  The  Mortgage  Note  does  not  permit  negative
amortization. No Mortgage Loan is a convertible Mortgage Loan;

      (24) The  origination  practices  used by the  Originator  and  collection
practices  used by the Servicer  with respect to each Mortgage Note and Mortgage
have been in all respects legal,  proper,  prudent and customary in the mortgage
origination and servicing  industry.  The Mortgage Loan has been serviced by the
Servicer  and any  predecessor  servicer  in  accordance  with the  terms of the
Mortgage Note.  With respect to escrow  deposits and Escrow Payments (other than
with  respect to each  Mortgage  Loan which is indicated by the Servicer to be a
second lien Mortgage  Loan and for which the  mortgagee  under the first lien is
collecting  Escrow  Payments (as reflected on the Mortgage Loan  Schedule)),  if
any, all such  payments are in the  possession  of, or under the control of, the
Servicer and there exist no deficiencies in connection


                                      -13-
<PAGE>

therewith for which customary  arrangements for repayment  thereof have not been
made. An escrow of funds is not prohibited by applicable law with respect to any
Mortgage Loan for which such escrow of funds has been established.  All Mortgage
Rate adjustments have been made in strict  compliance with state and federal law
and the terms of the related  Mortgage  Note.  If,  pursuant to the terms of the
Mortgage Note, another index was selected for determining the Mortgage Rate, the
same index was used with  respect  to each  Mortgage  Note which  required a new
index to be selected,  and such selection did not conflict with the terms of the
related Mortgage Note. The Originator or an Affiliate executed and delivered any
and all  notices  required  under  applicable  law and the terms of the  related
Mortgage Note and Mortgage  regarding the Mortgage Rate and the monthly  payment
adjustments.  Any interest  required to be paid  pursuant to state,  federal and
local law has been  properly  paid and  credited.  No escrow  deposits or Escrow
Payments or other  charges or payments  due the Servicer  have been  capitalized
under any Mortgage or the related  Mortgage Note and no such escrow  deposits or
Escrow  Payments  are being  held by the  Servicer  for any work on a  Mortgaged
Property which has not been completed;

      (25) The  Mortgaged  Property is undamaged by waste,  earthquake  or earth
movement, windstorm, flood, tornado or other casualty, so as to affect adversely
the value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the  premises  were  intended  and there is no  proceeding  pending or
threatened  for  the  total  or  partial  condemnation  thereof  nor  is  such a
proceeding currently occurring;

      (26)  The  Mortgage  and  related  Mortgage  Note  contain  customary  and
enforceable  provisions  such as to render the rights and remedies of the holder
thereof  adequate  for the  realization  against the  Mortgaged  Property of the
benefits  of the  security  provided  thereby,  including,  (a) in the case of a
Mortgage  designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial or non-judicial foreclosure.  Upon default by a Mortgagor on a Mortgage
Loan and foreclosure on, or trustee's sale of, the Mortgaged  Property  pursuant
to the  proper  procedures,  the  holder  of the  Mortgage  Loan will be able to
deliver good and  merchantable  title to the Mortgaged  Property.  The Mortgaged
Property  has not been  subject  to any  bankruptcy  proceeding  or  foreclosure
proceeding  and the  Mortgagor  has not filed for  protection  under  applicable
bankruptcy  laws.  There is no  homestead  or other  exemption  available to the
Mortgagor which would materially  interfere with the right to sell the Mortgaged
Property at a trustee's  sale or the right to foreclose the Mortgage  subject to
applicable  federal  and state  laws and  judicial  precedent  with  respect  to
bankruptcy  and  rights  of  redemption.  The  Mortgagor  has not  notified  the
Originator or the Servicer and neither the  Originator  nor the Servicer has any
knowledge  of any  relief  requested  or  allowed  to the  Mortgagor  under  the
Servicemembers Civil Relief Act;

      (27)  The  Mortgage  Loan  was   underwritten   in  accordance   with  the
underwriting  guidelines of New Century  Mortgage  Corporation  in effect at the
time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on
forms  acceptable  to prudent  mortgage  lending  institutions  in the secondary
market;

      (28) The Mortgage  Note is not and has not been secured by any  collateral
except the lien of the corresponding  Mortgage on the Mortgaged Property and the
security  interest  of any  applicable  security  interest  or chattel  mortgage
referred to in (11) above;


                                      -14-
<PAGE>

      (29) The Mortgage  Note is comprised of one original  promissory  note and
each such  promissory note  constitutes an "instrument"  for purposes of Section
102(a)(47) of the Uniform Commercial Code;

      (30) The Mortgage  File  contains an  appraisal  of the related  Mortgaged
Property  which (A)  satisfied  the standards of Fannie Mae and Freddie Mac, (B)
was   conducted   generally  in  accordance   with  the  New  Century   Mortgage
Corporation's  underwriting  guidelines  and included an  assessment of the fair
market value of the related  Mortgaged  Property at the time of such  appraisal,
and (C) was  made  and  signed,  prior  to the  approval  of the  Mortgage  Loan
application,  by a qualified appraiser,  duly appointed by the Originator or the
Servicer,  who had no interest,  direct or indirect in the Mortgaged Property or
in any loan made on the security thereof,  whose compensation is not affected by
the  approval  or  disapproval  of the  Mortgage  Loan  and who met the  minimum
qualifications  of Fannie Mae and Freddie  Mac.  Each  appraisal of the Mortgage
Loan was  made in  accordance  with the  relevant  provisions  of the  Financial
Institutions Reform, Recovery, and Enforcement Act of 1989;

      (31) In the event the  Mortgage  constitutes  a deed of trust,  a trustee,
duly  qualified  under  applicable  law to  serve as  such,  has  been  properly
designated and currently so serves and is named in the Mortgage,  and no fees or
expenses are or will become  payable by the  Purchaser to the trustee  under the
deed of trust,  except in connection  with a trustee's sale after default by the
Mortgagor;

      (32) No  Mortgage  Loan  contains  provisions  pursuant  to which  Monthly
Payments  are (a) paid or  partially  paid with funds  deposited in any separate
account established by the Originator, the Servicer, the Mortgagor, or anyone on
behalf of the Mortgagor,  (b) paid by any source other than the Mortgagor or (c)
contains  any  other  similar   provisions  which  may  constitute  a  "buydown"
provision.  The Mortgage Loan is not a graduated  payment  mortgage loan and the
Mortgage Loan does not have a shared  appreciation or other contingent  interest
feature;

      (33) The  Mortgagor  has  executed  a  statement  to the  effect  that the
Mortgagor has received all disclosure  materials  required by and the Originator
has complied  with all  applicable  law with respect to the making of fixed rate
mortgage loans in the case of Fixed-Rate  Mortgage  Loans,  and adjustable  rate
mortgage  loans in the case of  Adjustable-Rate  Mortgage  Loans and  rescission
materials with respect to Refinanced  Mortgage Loans,  and such statement is and
will remain in the Mortgage File;

      (34) No Mortgage Loan was made in connection with (a) the  construction or
rehabilitation  of a Mortgaged  Property  or (b)  facilitating  the  trade-in or
exchange of a Mortgaged Property;

      (35) The Mortgaged Property is lawfully occupied under applicable law; all
inspections,  licenses  and  certificates  required  to be made or  issued  with
respect to all occupied portions of the Mortgaged  Property and, with respect to
the use and occupancy of the same,  including but not limited to certificates of
occupancy and fire  underwriting  certificates,  have been made or obtained from
the  appropriate  authorities.  No  improvement  located on or being part of any
Mortgaged  Property is in violation of any applicable  zoning law or regulation.
To the


                                      -15-
<PAGE>

best of the Responsible Party's knowledge and with respect to each Mortgage Loan
that is covered  by a primary  mortgage  insurance  policy,  the  improvement(s)
located on or being part of the related  Mortgaged  Property were constructed in
accordance with the specifications set forth in the original construction plans;

      (36) No error, omission,  misrepresentation,  negligence, fraud or similar
occurrence  with respect to the  origination,  modification  or amendment of any
Mortgage  Loan has  taken  place on the part of any  person,  including  without
limitation the Mortgagor,  any appraiser, any builder or developer, or any other
party involved in the  origination of the Mortgage Loan or in the application of
any insurance in relation to such Mortgage  Loan;  provided,  however,  that the
Responsible  Party shall not be responsible for facts or circumstances  pursuant
to this  subsection  in the  event  that  the  Purchaser  does  not  notify  the
Responsible  Party of such  instance  within five (5) years of the Closing Date.
The Originator has reviewed all of the documents  constituting the Mortgage File
and has made  such  inquiries  as it deems  necessary  to make and  confirm  the
accuracy of the representations set forth herein;

      (37) Each original Mortgage was recorded and all subsequent assignments of
the  original  Mortgage  (other  than the  assignment  to the  Purchaser  or the
Purchaser's  designee)  have  been  recorded,  or are in the  process  of  being
recorded, in the appropriate jurisdictions wherein such recordation is necessary
to  perfect  the lien  thereof  as  against  creditors  of the  Originator.  The
Assignment  of Mortgage is in recordable  form and is  acceptable  for recording
under the laws of the jurisdiction in which the Mortgaged Property is located;

      (38)  Any  principal  advances  made to the  Mortgagor  after  the date of
origination  of a  Mortgage  Loan  but  prior  to the  Cut-off  Date  have  been
consolidated with the outstanding principal amount secured by the Mortgage,  and
the secured principal amount, as consolidated,  bears a single interest rate and
single  repayment term reflected on the Mortgage Loan Schedule.  The lien of the
Mortgage  securing the  consolidated  principal  amount is expressly  insured as
having (A) first lien  priority  with  respect  to each  Mortgage  Loan which is
indicated to be a first lien  Mortgage  Loan (as  reflected on the Mortgage Loan
Schedule) or (B) second lien  priority  with respect to each Mortgage Loan which
is indicated by the Servicer to be a second lien  Mortgage Loan (as reflected on
the Mortgage Loan  Schedule),  in either case, by a title insurance  policy,  an
endorsement to the policy insuring the mortgagee's  consolidated  interest or by
other title evidence  acceptable to Fannie Mae and Freddie Mac. The consolidated
principal  amount does not exceed the original  principal  amount of the related
Mortgage Loan;

      (39) No Mortgage Loan has a balloon payment feature;

      (40) Each Mortgaged Property consists of a fee simple interest in a single
parcel of real property improved by a Residential  Dwelling.  If the Residential
Dwelling on the Mortgaged  Property is a condominium unit or a unit in a planned
unit  development  (other  than a DE  MINIMIS  planned  unit  development)  such
condominium  or  planned  unit   development   project  meets  the   eligibility
requirements of Fannie Mae and Freddie Mac;

      (41) With respect to each  Mortgage Loan secured by a  manufactured  home:
(A) the  manufactured  home is  permanently  affixed  to a  foundation  which is
suitable  for  the  soil  conditions  of the  site;  (B) all  foundations,  both
perimeter and interior, have footings that are


                                      -16-
<PAGE>

located  below the frost  line;  (C) any wheels,  axles and trailer  hitches are
removed  from such  manufactured  home;  and (D) the  related  Mortgage  Loan is
covered under a standard real estate title insurance  policy that identifies the
manufactured  home as part of the  real  property  and  insures  or  indemnifies
against any loss if the  manufactured  home is determined  not to be part of the
real property;

      (42) Each  Mortgage  Loan  originated  in the state of Texas  pursuant  to
Article XVI,  Section  50(a)(6) of the Texas  Constitution  (a "Texas  Refinance
Loan") has been  originated  in compliance  with the  provisions of Article XVI,
Section 50(a)(6) of the Texas  Constitution,  Texas Civil Statutes and the Texas
Finance  Code.  With  respect  to each Texas  Refinance  Loan that is a Cash-Out
Refinancing,  the related  Mortgage Loan Documents  state that the Mortgagor may
prepay  such  Texas  Refinance  Loan in whole  or in part  without  incurring  a
Prepayment  Charge.  The Originator does not collect any such Prepayment Charges
in connection with any such Texas Refinance Loan;

      (43)  Interest  on each  Mortgage  Loan is  calculated  on the  basis of a
360-day year consisting of twelve 30-day months;

      (44) There is no  pending  action or  proceeding  directly  involving  the
Mortgaged  Property in which  compliance  with any  environmental  law,  rule or
regulation is an issue;  there is no violation of any environmental law, rule or
regulation with respect to the Mortgaged  Property;  and nothing further remains
to be done to  satisfy  in full  all  requirements  of each  such  law,  rule or
regulation constituting a prerequisite to use and enjoyment of said property;

      (45) The Originator shall, at its own expense, cause each Mortgage Loan to
be covered by a "life of loan" tax service  contract  which is assignable to the
Purchaser or its designee at no cost to the Purchaser or its designee; provided,
however, that if the Originator fails to purchase such tax service contract, the
Originator  shall be  required  to  reimburse  the  Purchaser  for all costs and
expenses  incurred by the Purchaser in connection  with the purchase of any such
tax service contract;

      (46) Each  Mortgage Loan is covered by a "life of loan" flood zone service
contract  which is assignable to the Purchaser or its designee at no cost to the
Purchaser or its designee or, for each  Mortgage  Loan not covered by such flood
zone service  contract,  the  Originator  has agreed to purchase such flood zone
service contract;

      (47) [Reserved];

      (48) None of the Mortgage  Loans are  classified  as (a) "high cost" loans
under the Home  Ownership and Equity  Protection Act of 1994 or (b) "high cost,"
"threshold,"  "covered" or "predatory" loans under any other applicable federal,
state or local law  (including  without  limitation any regulation or ordinance)
(or a similarly classified loan using different terminology under a law imposing
heightened  regulatory  scrutiny or additional  legal  liability for residential
mortgage loans having high interest rates, points and/or fees);

      (49) The  Responsible  Party  has no  knowledge  of any  circumstances  or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or
the  Mortgagor's  credit  standing that can  reasonably be expected to cause the
Mortgage  Loan to be an


                                      -17-
<PAGE>

unacceptable investment, cause the Mortgage Loan to become delinquent, adversely
affect the value of the Mortgage  Loan or to cause any  Mortgage  Loan to prepay
during any period  materially  faster or slower than similar mortgage loans held
by the Responsible  Party generally secured by properties in the same geographic
area as the related Mortgaged Property;

      (50) The Servicer and any predecessor  servicer with respect to a Mortgage
Loan has fully  furnished,  in accordance with the Fair Credit Reporting Act and
its implementing regulations, accurate and complete information (e.g., favorable
and  unfavorable)  on its borrower  credit files to Equifax,  Experian and Trans
Union  Credit  Information  Company  (three of the  credit  repositories),  on a
monthly basis;

      (51) Each  first  lien  Mortgage  Loan  identified  on the  Mortgage  Loan
Schedule as subject to a primary mortgage  insurance policy will be subject to a
primary mortgage insurance policy, issued by a qualified insurer,  which insures
that portion of the  Mortgage  Loan in excess of the portion of the Value of the
Mortgaged  Property  required  by Fannie Mae.  All  provisions  of such  primary
mortgage  insurance policy have been and are being complied with, such policy is
in full force and effect,  and all premiums due  thereunder  have been paid. Any
first  lien  Mortgage  subject to any such  primary  mortgage  insurance  policy
obligates  the Mortgagor  thereunder  to maintain such  insurance and to pay all
premiums and charges in connection therewith. The Mortgage Rate for the Mortgage
Loan does not include any such insurance premium;

      (52) The source of the down payment with respect to each Mortgage Loan has
been fully verified by the Originator;

      (53) [Reserved];

      (54) With respect to any first lien Mortgage Loan, the Loan-to-Value Ratio
of such Mortgage Loan at  origination  was not more than 95% and with respect to
any Mortgage  Loan,  the combined  Loan-to-Value  Ratio of such Mortgage Loan at
origination was not more than 100%;

      (55) Each Mortgage Loan  constitutes a "qualified  mortgage" under Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);

      (56) Each Mortgage Loan has a valid and original  credit score of not less
than 500;

      (57) [Reserved];

      (58) No Mortgage Loan had an original term to maturity of more than thirty
(30) years, unless otherwise set forth in the Mortgage Loan Schedule;

      (59) No Mortgagor is the obligor on more than two Mortgage Notes;

      (60) Each  Mortgagor has a  debt-to-income  ratio of less than or equal to
60%, unless otherwise set forth in the Mortgage Loan Schedule;


                                      -18-
<PAGE>

      (61) Each  Mortgage  contains  a  provision  for the  acceleration  of the
payment of the unpaid  principal  balance of the  related  Mortgage  Loan in the
event the related  Mortgaged  Property is sold without the prior  consent of the
mortgagee thereunder and to the best of the Responsible Party's knowledge,  such
provision is enforceable;

      (62) With respect to each  Mortgage  Loan which is a second lien,  (i) the
related first lien does not provide for negative amortization and (ii) either no
consent  for the  Mortgage  Loan is  required by the holder of the first lien or
such consent has been obtained and is contained in the Mortgage File;

      (63) No Mortgage  Loan  secured by a second  lien had an  original  Stated
Principal  Balances  obligation  in excess of 50% of  Freddie  Mac's one  family
residence  mortgage amount  limitation for first-lien  mortgages as set forth in
Freddie Mac's Seller/Servicer Guide in effect as of the Cut-Off Date;

      (64)  The  pool of  Mortgage  Loans  being  sold  and  transferred  to the
Purchaser  does not contain the first and second lien mortgage loans relating to
a single Mortgaged  Property if the aggregate original principal balance of such
mortgage   loans   exceeds   the  loan   limits  set  forth  by  Freddie   Mac's
Seller/Servicer Guide;

      (65) No Mortgage Loan is a "Specifically  Designated  National and Blocked
Person" as  designated  by the Office of Foreign  Assets  Control or as a person
designated  in  Presidential  Executive  Order  13224 as a person  who  commits,
threatens to commit, or supports terrorism;

      (66)  Each  Mortgage  Loan  that  qualifies  as an  "alternative  mortgage
transaction" within the meaning of the Alternative  Mortgage  Transaction Parity
Act of 1982, as amended (each such Mortgage  Loan, a "Parity Act State  Mortgage
Loan")  was  originated  and is  serviced  in  conformity  with the  regulations
promulgated by the Office of Thrift Supervision pursuant to the Parity Act;

      (67) No Mortgage  Loan has a  prepayment  penalty  longer than three years
after its origination.  Any prepayment  penalty is in an amount equal to or less
than the lesser of (a) the maximum amount  permitted under applicable state law,
and (b) if the  Mortgaged  Property  is secured  by  residential  real  property
located in a state other than Arizona,  Maine,  Massachusetts,  New York,  South
Carolina or Wisconsin, six months interest on the related prepaid amount;

      (68) The  Mortgage  Loan  documents  with  respect to each  Mortgage  Loan
subject to Prepayment Charges specifically authorizes such Prepayment Charges to
be collected and such  Prepayment  Charges are  permissible  and  enforceable in
accordance with the terms of the related  Mortgage Loan documents and applicable
law  (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);

      (69) Any Parity Act State Mortgage Loan originated before July 1, 2003 (i)
secured by a Mortgaged Property located in the State of Maine, New York or South
Carolina or the Commonwealth of Massachusetts,  (ii) with an original  principal
balance of less than $10,000


                                      -19-
<PAGE>

and  secured by a  Mortgaged  Property  located in the State of Arizona or (iii)
with an  original  principal  balance of $150,000 or less and secured by a first
lien on a Mortgaged  Property  located in the State of North Carolina,  complies
with all  applicable  state laws,  rules and  regulations  regarding  prepayment
charges;

      (70) The  representations  and warranties in this Section 6 are applicable
to such second lien Mortgage  Loans to the extent that the New Century  Mortgage
Corporation's  underwriting  guidelines  for  the  origination  of  second  lien
mortgage  loans  set  forth  guidelines  and/or   procedures   related  to  such
representations and warranties;

      (71) All Parity Act State  Mortgage  Loans  originated on or after July 1,
2003 comply with all  applicable  state laws,  rules and  regulations  regarding
prepayment  charges set forth in the Mortgage  Loan  documents  are  enforceable
under applicable state laws and regulations;

      (72) The  Mortgaged  Property  is located in the state  identified  in the
Mortgage  Loan  Schedule and consists of a single parcel of real property with a
detached  single family  residence  erected  thereon,  or a two- to  four-family
dwelling,  or an individual  condominium unit in a low rise condominium project,
or an individual unit in a planned unit development or a DE MINIMIS planned unit
development which is in each case four stories or less; provided,  however, that
any condominium unit,  planned unit development,  mobile home (double wide only)
or  manufactured  dwelling  shall  conform  with the  applicable  Fannie Mae and
Freddie Mac  requirements  regarding such dwellings and that no Mortgage Loan is
secured  by a  single  parcel  of  real  property  with  a  cooperative  housing
corporation, a log home or, except as specified on the Mortgage Loan Schedule, a
mobile home erected thereon or by a mixed use property,  a property in excess of
10 acres or other  unique  property  types.  As of the date of  origination,  no
portion of the Mortgaged  Property was used for commercial  purposes,  and since
the date of origination,  no portion of the Mortgaged Property has been used for
commercial  purposes;  provided,  that Mortgaged Properties which contain a home
office shall not be considered as being used for commercial  purposes as long as
the Mortgaged  Property has not been altered for commercial  purposes and is not
storing  any  chemicals  or raw  materials  other than those  commonly  used for
homeowner repair, maintenance and/or household purposes;

      (73) With respect to  Adjustable-Rate  Mortgage Loans, the Index set forth
in the Mortgage Note is one-month or six-month LIBOR, unless otherwise set forth
in the Mortgage Loan Schedule;

      (74) With respect to each Adjustable-Rate Mortgage Loan, the Mortgage Loan
documents  provide  that after the  related  first  Adjustment  Date,  a related
Mortgage Loan may only be assumed if the party assuming such Mortgage Loan meets
certain credit requirements stated in the Mortgage Loan documents;

      (75) To the best of the Responsible Party's knowledge, no action, inaction
or event  has  occurred  and no state of facts  exists or has  existed  that has
resulted or will result in the exclusion from, denial of, or defense to coverage
under any  insurance  policy or bankruptcy  bond related to the Mortgage  Loans,
irrespective  of the cause of such failure of coverage.  In connection  with the
placement of any such insurance, no commission, fee, or other compensation


                                      -20-
<PAGE>

has been or will be received by the Originator or by any officer,  director,  or
employee of the Originator or any designee of the Originator or any  corporation
in which the  Originator or any officer,  director,  or employee had a financial
interest at the time of placement of such insurance;

      (76) To the best of the Responsible Party's knowledge,  no action has been
taken or failed to be taken,  no event has occurred and no state of facts exists
or has  existed on or prior to the  Closing  Date  (whether  or not known to the
Responsible Party on or prior to such date) which has resulted or will result in
an exclusion from,  denial of, or defense to coverage under any primary mortgage
insurance (including,  without limitation,  any exclusions,  denials or defenses
which would limit or reduce the  availability  of the timely payment of the full
amount of the loss otherwise due thereunder to the insured)  whether arising out
of actions,  representations,  errors,  omissions,  negligence,  or fraud of the
Originator,  the related  Mortgagor or any party involved in the application for
such  coverage,  including the  appraisal,  plans and  specifications  and other
exhibits or documents  submitted  therewith to the insurer under such  insurance
policy,  or for any other  reason under such  coverage,  but not  including  the
failure  of such  insurer  to pay by  reason  of such  insurer's  breach of such
insurance policy or such insurer's financial inability to pay;

      (77) With respect to each  Mortgage,  the  Originator or its Affiliate has
within the last twelve months (unless such Mortgage was  originated  within such
twelve month period) analyzed the required Escrow Payments for each Mortgage and
adjusted the amount of such payments so that, assuming all required payments are
timely  made,  any  deficiency  will  be  eliminated  on  or  before  the  first
anniversary of such analysis,  or any overage will be refunded to the Mortgagor,
in accordance with RESPA and any other applicable law;

      (78) As to each consumer  report (as defined in the Fair Credit  Reporting
Act, Public Law 91-508) or other credit information  furnished by the Originator
to the  Purchaser,  that the  Originator has full right and authority and is not
precluded by law or contract from furnishing such information to the Purchaser;

      (79) If the Mortgage Loan is secured by a long-term residential lease, (1)
the lessor  under the lease  holds a fee simple  interest  in the land;  (2) the
terms of such lease expressly permit the mortgaging of the leasehold estate, the
assignment of the lease without the lessor's  consent and the acquisition by the
holder  of the  Mortgage  of  the  rights  of the  lessee  upon  foreclosure  or
assignment  in lieu of  foreclosure  or provide the holder of the Mortgage  with
substantially similar protections;  (3) the terms of such lease do not (a) allow
the  termination  thereof  upon the lessee's  default  without the holder of the
Mortgage being entitled to receive  written notice of, and  opportunity to cure,
such default,  (b) allow the  termination of the lease in the event of damage or
destruction as long as the Mortgage is in existence,  (c) prohibit the holder of
the Mortgage from being insured (or receiving  proceeds of insurance)  under the
hazard  insurance policy or policies  relating to the Mortgaged  Property or (d)
permit any increase in rent other than  pre-established  increases  set forth in
the lease;  (4) the original  term of such lease is not less than 15 years;  (5)
the term of such  lease does not  terminate  earlier  than five years  after the
maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in
a jurisdiction in which the use of leasehold  estates in transferring  ownership
in residential properties is a generally accepted practice;


                                      -21-
<PAGE>

      (80) The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac
or Fannie Mae, if available,  and neither the  Originator  nor any Affiliate has
made any  representations to a Mortgagor that are inconsistent with the mortgage
instruments used;

      (81) In connection  with the origination of any Mortgage Loan, no proceeds
from any  Mortgage  Loan  were  used to  finance a  single-premium  credit  life
insurance policy;

      (82) With respect to each second lien  Mortgage  Loan,  the related  first
lien mortgage loan is in full force and effect, and there is no default, breach,
violation or event which would  permit  acceleration  existing  under such first
lien mortgage or mortgage note, and no event which,  with the passage of time or
with notice and the expiration of any grace or cure period,  would  constitute a
default, breach, violation or event which would permit acceleration thereunder;

      (83) With respect to each second lien  Mortgage  Loan,  the related  first
lien mortgage  contains a provision  which provides for giving notice of default
or breach to the mortgagee  under such second lien Mortgage Loan and allows such
mortgagee to cure any default under the related first lien mortgage;

      (84)  With  respect  to  each  second  lien  Mortgage  Loan,  none  of the
Originator  or the  Servicer  have  received a written  notice of default of any
senior mortgage loan related to the Mortgaged Property which has not been cured;

      (85) Each of the  Originator  and its  Affiliates  has  complied  with all
applicable  anti-money  laundering  laws  and  regulations,  including,  without
limitation, the USA Patriot Act of 2001;

      (86) No Mortgage Loan is a high cost loan or a covered loan, as applicable
(as such terms are defined in  Standard & Poor's  LEVELS  Version  5.6  Glossary
Revised, Appendix E); and

      (87) No mortgage loan originated on or after October 1, 2002 through March
6, 2003 is governed by the Georgia Fair Lending Act.

      SECTION 7 Repurchase Obligation for Defective Documentation and for Breach
                of Representation and Warranty.

      (a) The representations and warranties contained in Section 6 shall not be
impaired by any review and  examination  of Mortgage Files or any failure on the
part of the Seller or the  Purchaser  to review or examine  such  documents  and
shall  inure to the  benefit of any  assignee,  transferee  or  designee  of the
Purchaser, including the Trustee for the benefit of holders of the Certificates.
With respect to the  representations  and warranties  contained  herein that are
made to the knowledge or the best  knowledge of the  Responsible  Party or as to
which the  Responsible  Party has no  knowledge,  if it is  discovered  that the
substance  of any  such  representation  and  warranty  is  inaccurate  and  the
inaccuracy  materially and adversely  affects the value of the related  Mortgage
Loan,  or the interest  therein of the  Purchaser or the  Purchaser's  assignee,
designee or transferee,  then  notwithstanding  the Responsible  Party's lack of
knowledge  with  respect to the  substance of such  representation  and warranty
being inaccurate at the time the


                                      -22-
<PAGE>

representation  and warranty was made, such inaccuracy  shall be deemed a breach
of the applicable  representation  and warranty and the Responsible  Party shall
take such  action  described  in the  following  paragraphs  in  respect of such
Mortgage Loan.

      Upon discovery by the Seller, the Purchaser or any assignee, transferee or
designee of the Purchaser of any materially  defective  document in, or that any
material  document was not  transferred by or at the direction of the Seller (as
listed on the Trustee's  Preliminary  Exception  Report) as part of any Mortgage
File, or of a breach of any of the representations  and warranties  contained in
Section 6 that  materially and adversely  affects the value of any Mortgage Loan
or the interest therein of the Purchaser or the Purchaser's assignee, transferee
or designee,  the party discovering such breach shall give prompt written notice
to the Seller (in the case of a missing  document) or the Responsible  Party and
the Seller (in the case of a breach of any of the representations and warranties
contained in Section 6).  Within sixty (60) days of its discovery or its receipt
of notice of any such  missing  documentation  that was not  transferred  to the
Purchaser as described above, or of materially  defective  documentation,  or of
any such breach of a representation  and warranty,  the Responsible Party or the
Seller (or their related designee),  as applicable,  promptly shall deliver such
missing  document or cure such defect or breach in all material  respects or, in
the event the Responsible Party or the Seller (or their related designee) cannot
deliver  such  missing  document  or cannot  cure such  defect  or  breach,  the
Responsible Party or the Seller, as applicable,  shall,  within ninety (90) days
of its  discovery  or receipt of notice,  either  (i)  repurchase  the  affected
Mortgage Loan at the Purchase  Price (as such term is defined in the Pooling and
Servicing  Agreement)  or (ii)  pursuant  to the  provisions  of the Pooling and
Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund
and substitute one or more Qualified  Substitute Mortgage Loans. The Responsible
Party or the Seller, as applicable,  shall amend the Closing Schedule to reflect
the  withdrawal of such  Mortgage Loan from the terms of this  Agreement and the
Pooling  and  Servicing  Agreement.  The  Responsible  Party or the  Seller,  as
applicable,  shall deliver to the Purchaser  such amended  Closing  Schedule and
shall  deliver such other  documents  as are  required by this  Agreement or the
Pooling and Servicing Agreement within five (5) days of any such amendment.  Any
repurchase pursuant to this Section 7(a) shall be accomplished by transfer to an
account  designated  by the  Purchaser  of the amount of the  Purchase  Price in
accordance  with  Section  2.03 of the  Pooling  and  Servicing  Agreement.  Any
repurchase  required by this Section shall be made in a manner  consistent  with
Section 2.03 of the Pooling and Servicing Agreement.

      Notwithstanding the foregoing,  within 90 days of the earlier of discovery
by the Responsible  Party or receipt of notice by the  Responsible  Party of the
breach of the representation of the Responsible Party set forth in Section 6(68)
above which materially and adversely affects the interests of the Holders of the
Class P Certificates in any Prepayment  Charge,  the Responsible Party shall pay
the amount of the scheduled Prepayment Charge, for the benefit of the Holders of
the Class P  Certificates  by remitting  such amount to the Servicer for deposit
into the  Collection  Account,  net of any amount  previously  collected  by the
Servicer or paid by the Servicer,  for the benefit of the Holders of the Class P
Certificates in respect of such Prepayment Charge.

      (b) Notwithstanding the foregoing,  with respect to an alleged breach of a
representation and warranty which breach is covered by a title insurance policy,
the Purchaser


                                      -23-
<PAGE>

shall use  reasonable  efforts to enforce the  provisions  of any related  title
insurance policy prior to seeking a remedy against the Responsible  Party or the
Seller hereunder.

      (c) It is understood and agreed that the  obligations  of the  Responsible
Party  or the  Seller  set  forth  in this  Section  7 to cure or  repurchase  a
defective  Mortgage Loan  constitute the sole remedies of the Purchaser  against
the Responsible Party or the Seller respecting a missing document or a breach of
the representations and warranties contained in Section 6.

      SECTION 8 Closing;  Payment  for the  Mortgage  Loans.  The closing of the
purchase  and sale of the  Mortgage  Loans  shall  be held at the New York  City
office  of  Thacher  Proffitt  & Wood at 10:00  a.m.  New York  City time on the
Closing Date.

      The closing shall be subject to each of the following conditions:

      (a)  All of the  representations  and  warranties  of the  Seller  and the
Responsible Party under this Agreement shall be true and correct in all material
respects  as of the date as of which  they  are  made  and no event  shall  have
occurred which,  with notice or the passage of time,  would constitute a default
under this Agreement;

      (b) The Purchaser  shall have received,  or the attorneys of the Purchaser
shall  have  received  in  escrow  (to be  released  from  escrow at the time of
closing), all Closing Documents as specified in Section 9 of this Agreement,  in
such forms as are agreed upon and acceptable to the Purchaser,  duly executed by
all signatories  other than the Purchaser as required pursuant to the respective
terms thereof;

      (c) The Seller shall have delivered or caused to be delivered and released
to  the  Purchaser  or  to  its  designee,   all  documents  (including  without
limitation,  the Mortgage  Loans)  required to be so delivered by the  Purchaser
pursuant to Section 2.01 of the Pooling and Servicing Agreement; and

      (d) All other terms and  conditions of this  Agreement and the Pooling and
Servicing Agreement shall have been complied with.

      Subject to the foregoing conditions,  the Purchaser shall deliver or cause
to be delivered to the Seller on the Closing Date,  against delivery and release
by the Seller to the Trustee of all documents  required  pursuant to the Pooling
and Servicing  Agreement,  the consideration for the Mortgage Loans as specified
in Section 3 of this Agreement, by delivery to the Seller of the Purchase Price.

      SECTION 9 Closing Documents.  Without limiting the generality of Section 8
hereof,  the  closing  shall be subject  to  delivery  of each of the  following
documents:

      (a) An Officer's  Certificate  of the Seller,  dated the Closing  Date, in
form  satisfactory to and upon which the Purchaser and Citigroup  Global Markets
Inc.  (the  "Representative")  may  rely,  and  attached  thereto  copies of the
certificate of formation, limited liability company agreement and certificate of
good standing of the Seller;


                                      -24-
<PAGE>

      (b) An Opinion of Counsel of the Seller,  dated the Closing  Date, in form
satisfactory to and addressed to the Purchaser and the Representative;

      (c) An Officer's  Certificate of the Responsible  Party, dated the Closing
Date,   in  form   satisfactory   to  and  upon  which  the  Purchaser  and  the
Representative  may rely,  and attached  thereto  copies of the  certificate  of
incorporation,  by-laws and  certificate  of good  standing  of the  Responsible
Party;

      (d) An  Opinion of Counsel of the  Responsible  Party,  dated the  Closing
Date,  in  form   satisfactory  to  and  addressed  to  the  Purchaser  and  the
Representative;

      (e) Such  opinions  of counsel as the Rating  Agencies  or the Trustee may
request in connection  with the sale of the Mortgage  Loans by the Seller to the
Purchaser or the Seller's  execution and delivery of, or performance under, this
Agreement;

      (f) A letter from Deloitte & Touche LLP, certified public accountants,  to
the effect that they have performed certain specified  procedures as a result of
which they  determined that certain  information of an accounting,  financial or
statistical nature set forth in the Purchaser's prospectus supplement for Series
2004-NC2, dated September 23, 2004 (the "Prospectus Supplement") relating to the
Offered Certificates contained under the captions "Summary--The Mortgage Loans,"
"Risk  Factors," (to the extent of  information  concerning  the Mortgage  Loans
contained   therein)  "The  Mortgage  Pool"  agrees  with  the  records  of  the
Originator; and

      (g) Such further information,  certificates, opinions and documents as the
Purchaser or the Representative may reasonably request.

      SECTION 10 Costs.  The Seller shall pay (or shall  reimburse the Purchaser
or any other Person to the extent that the  Purchaser or such other Person shall
pay) all costs  and  expenses  incurred  in  connection  with the  transfer  and
delivery of the Mortgage Loans,  including without  limitation,  recording fees,
fees for title policy endorsements and continuations and, except as set forth in
Section 4(b), the fees for recording Assignments.

      The Seller shall pay (or shall reimburse the Purchaser or any other Person
to the extent that the  Purchaser  or such other  Person shall pay) the fees and
expenses of the  Seller's  accountants  and  attorneys,  the costs and  expenses
incurred in connection with producing the Servicer's or any  Subservicer's  loan
loss, foreclosure and delinquency experience, the costs and expenses incurred in
connection with obtaining the documents  referred to in Section 9, the costs and
expenses of printing (or otherwise  reproducing)  and delivering this Agreement,
the Pooling and  Servicing  Agreement,  the  Certificates,  the  prospectus  and
Prospectus  Supplement,  and any private  placement  memorandum  relating to the
Certificates and other related  documents,  the initial fees, costs and expenses
of the Trustee,  the fees and expenses of the Purchaser's  counsel in connection
with the  preparation  of all documents  relating to the  securitization  of the
Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the  Certificates,  the cost of outside special counsel that
may be required by the  Originator  and the fees charged by any rating agency to
rate the Certificates. All other costs and expenses in


                                      -25-
<PAGE>

connection with the  transactions  contemplated  hereunder shall be borne by the
party incurring such expense.

      SECTION 11 [Reserved].

      SECTION 12 Indemnification. The Responsible Party shall indemnify and hold
harmless each of (i) the Purchaser,  (ii) the Underwriter,  (iii) the Person, if
any, to which the  Purchaser  assigns  its rights in and to a Mortgage  Loan and
each of their  respective  successors and assigns and (iv) each person,  if any,
who controls the  Purchaser  within the meaning of Section 15 of the  Securities
Act of 1933,  as amended (the "1933 Act") ((i) through  (iv)  collectively,  the
"Indemnified Party") against any and all losses,  claims,  expenses,  damages or
liabilities to which the Indemnified  Party may become  subject,  under the 1933
Act  or  otherwise,  insofar  as  such  losses,  claims,  expenses,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon (a)
any untrue  statement or alleged untrue statement of any material fact contained
in the Prospectus Supplement or any private placement memorandum relating to the
offering by the Purchaser or an affiliate thereof,  of the Class CE Certificates
or the Class P  Certificates,  or the omission or the alleged  omission to state
therein the material fact necessary in order to make the statements  therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in reliance upon and in conformity with (i) information  furnished in writing to
the Purchaser or any of its  affiliates  by the Seller or any of its  affiliates
specifically  for  use  therein,  which  shall  include,  with  respect  to  the
Prospectus Supplement,  the information set forth under the captions "Summary of
Prospectus  Supplement--The  Mortgage  Loans," "Risk  Factors" (to the extent of
information  concerning the Mortgage  Loans  contained  therein),  "The Mortgage
Pool," "The Originator" and "Pooling and Servicing Agreement--The Servicer" and,
with  respect  to  any  private  placement  memorandum,  any  information  of  a
comparable nature, or (ii) the data files containing information with respect to
the Mortgage Loans as  transmitted by modem to the Purchaser by the  Responsible
Party or any of its affiliates (as such  transmitted  information  may have been
amended in writing by the  Responsible  Party or any of its affiliates  with the
written  consent of the  Purchaser  subsequent  to such  transmission),  (b) any
representation,  warranty  or  covenant  made by the  Responsible  Party  or any
affiliate  of the  Responsible  Party  herein or in the  Pooling  and  Servicing
Agreement, on which the Purchaser has relied, being, or alleged to be, untrue or
incorrect or (c) any updated collateral  information provided by any Underwriter
to a purchaser of the  Certificates  derived  from the data  contained in clause
(ii) and the Remittance  Report or a current  collateral  tape obtained from the
Responsible  Party or an  affiliate  of the  Responsible  Party,  including  the
current Stated Principal Balances of the Mortgage Loans; provided, however, that
to the extent that any such losses, claims, expenses,  damages or liabilities to
which the  Indemnified  Party may become  subject arise out of or are based upon
both (1) statements, omissions, representations,  warranties or covenants of the
Seller  described  in clause  (a),  (b) or (c)  above and (2) any other  factual
basis,  the Seller shall indemnify and hold harmless the Indemnified  Party only
to the extent that the losses, claims, expenses,  damages, or liabilities of the
person or persons  asserting  the claim are  determined to rise from or be based
upon  matters  set forth in clause  (1) above and do not  result  from the gross
negligence or willful misconduct of such Indemnified Party. This indemnity shall
be in addition to any liability that the Seller may otherwise have.


                                      -26-
<PAGE>

      SECTION 13 Mandatory  Delivery;  Grant of Security Interest.  The sale and
delivery on the Closing  Date of the  Mortgage  Loans  described on the Mortgage
Loan Schedule in accordance  with the terms and  conditions of this Agreement is
mandatory.  It is specifically  understood and agreed that each Mortgage Loan is
unique and  identifiable  on the date hereof and that an award of money  damages
would be  insufficient  to  compensate  the Purchaser for the losses and damages
incurred by the  Purchaser in the event of the  Seller's  failure to deliver the
Mortgage  Loans on or before the Closing  Date.  The Seller hereby grants to the
Purchaser a lien on and a continuing  security interest in the Seller's interest
in each  Mortgage  Loan and each document and  instrument  evidencing  each such
Mortgage  Loan  to  secure  the  performance  by the  Seller  of its  obligation
hereunder,  and the Seller agrees that it holds such  Mortgage  Loans in custody
for the Purchaser,  subject to the Purchaser's  (i) right,  prior to the Closing
Date, to reject any Mortgage Loan to the extent permitted by this Agreement, and
(ii)  obligation to deliver or cause to be delivered the  consideration  for the
Mortgage Loans pursuant to Section 8 hereof.  Any Mortgage Loans rejected by the
Purchaser shall  concurrently  therewith be released from the security  interest
created  hereby.  All rights and remedies of the Purchaser  under this Agreement
are distinct from, and cumulative  with, any other rights or remedies under this
Agreement  or afforded by law or equity and all such rights and  remedies may be
exercised concurrently, independently or successively.

      Notwithstanding  the  foregoing,  if on  the  Closing  Date,  each  of the
conditions  set forth in  Section 8 hereof  shall  have been  satisfied  and the
Purchaser  shall not have paid or caused to be paid the Purchase  Price,  or any
such  condition  shall  not have  been  waived or  satisfied  and the  Purchaser
determines  not to pay or cause to be paid the  Purchase  Price,  the  Purchaser
shall  immediately  effect the re-delivery of the Mortgage Loans, if delivery to
the Purchaser has occurred, and the security interest created by this Section 12
shall be deemed to have been released.

      SECTION 14 Notices.  All  demands,  notices and  communications  hereunder
shall be in writing  and shall be deemed to have been duly  given if  personally
delivered to or mailed by registered mail,  postage  prepaid,  or transmitted by
fax and,  receipt  of which is  confirmed  by  telephone,  if to the  Purchaser,
addressed to the Purchaser at 390 Greenwich  Street,  4th Floor,  New York,  New
York 10013,  Attention:  Mortgage  Finance  Group,  or such other address as may
hereafter be furnished to the Responsible Party and the Seller in writing by the
Purchaser;  if to the Responsible  Party,  addressed to the Responsible Party at
18400 Von Karman, Suite 1000, Irvine,  California 92612, fax (949) 440-7033,  or
such other address as may hereafter be furnished to the Seller and the Purchaser
in writing by the Responsible  Party; if to the Seller,  addressed to the Seller
at Carrington  Asset  Acceptance  Company,  L.L.C.,  Nine Greenwich Office Park,
Greenwich, Connecticut 06831, Attention: Bruce M. Rose, or to such other address
as the Seller may  designate  in writing to the  Purchaser  and the  Responsible
Party.

      SECTION 15 Severability of Provisions. Any part, provision, representation
or warranty of this  Agreement  that is prohibited or that is held to be void or
unenforceable  shall  be  ineffective  to the  extent  of  such  prohibition  or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision,  representation  or warranty of this  Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction  shall,
as to such  jurisdiction,  be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any


                                      -27-
<PAGE>

jurisdiction   as  to  any  Mortgage   Loan  shall  not   invalidate  or  render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

      SECTION 16 Agreement of Parties. The Seller, the Responsible Party and the
Purchaser  each agree to execute  and  deliver  such  instruments  and take such
actions as either of the others may,  from time to time,  reasonably  request in
order to effectuate the purpose and to carry out the terms of this Agreement and
the Pooling and Servicing Agreement.

      SECTION 17  Survival.  (a) The  Seller  agrees  that the  representations,
warranties  and  agreements  made by it herein and in any  certificate  or other
instrument  delivered  pursuant  hereto shall be deemed to be relied upon by the
Purchaser, notwithstanding any investigation heretofore or hereafter made by the
Purchaser  or on its  behalf,  and  that  the  representations,  warranties  and
agreements  made by the  Seller  herein  or in any  such  certificate  or  other
instrument  shall survive the delivery of and payment for the Mortgage Loans and
shall  continue in full force and effect,  notwithstanding  any  restrictive  or
qualified  endorsement  on the  Mortgage  Notes and  notwithstanding  subsequent
termination of this Agreement,  the Pooling and Servicing Agreement or the Trust
Fund.

      (b) The Responsible Party agrees that the representations,  warranties and
agreements  made  by it  herein  and  in any  certificate  or  other  instrument
delivered  pursuant  hereto  shall be deemed to be relied upon by the Seller and
the Purchaser, notwithstanding any investigation heretofore or hereafter made by
the Seller or the  Purchaser  or on the  behalf of either of them,  and that the
representations,  warranties and agreements made by the Responsible Party herein
or in any such  certificate or other instrument shall continue in full force and
effect,  notwithstanding  subsequent termination of this Agreement,  the Pooling
and Servicing Agreement or the Trust Fund.

      SECTION  18  GOVERNING  LAW.  THIS  AGREEMENT  AND  THE  RIGHTS,   DUTIES,
OBLIGATIONS AND  RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS  (WITHOUT  GIVING EFFECT TO THE CHOICE OF
LAW  PROVISIONS)  AND  DECISIONS  OF THE STATE OF NEW YORK.  THE PARTIES  HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.

      SECTION 19  Miscellaneous.  This  Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be an original,
but all of which together shall  constitute  one and the same  instrument.  This
Agreement  shall inure to the benefit of and be binding upon the parties  hereto
and their respective successors and assigns. This Agreement supersedes all prior
agreements and  understandings  relating to the subject  matter hereof.  Neither
this  Agreement  nor any term  hereof  may be  changed,  waived,  discharged  or
terminated  orally,  but only by an  instrument  in writing  signed by the party
against whom  enforcement  of the change,  waiver,  discharge or  termination is
sought.  The headings in this  Agreement are for purposes of reference  only and
shall not limit or otherwise affect the meaning hereof.


                                      -28-
<PAGE>

      It is the express  intent of the parties hereto that the conveyance of the
Mortgage  Loans by the Seller to the  Purchaser  as provided in Section 4 hereof
be,  and be  construed  as, a sale of the  Mortgage  Loans by the  Seller to the
Purchaser  and not as a  pledge  of the  Mortgage  Loans  by the  Seller  to the
Purchaser to secure a debt or other  obligation of the Seller.  However,  in the
event  that,  notwithstanding  the  aforementioned  intent of the  parties,  the
Mortgage Loans are held to be property of the Seller, then (a) it is the express
intent of the parties  that such  conveyance  be deemed a pledge of the Mortgage
Loans by the Seller to the Purchaser to secure a debt or other obligation of the
Seller  and  (b) (1)  this  Agreement  shall  also be  deemed  to be a  security
agreement  within  the  meaning  of  Articles  8 and 9 of the New  York  Uniform
Commercial  Code; (2) the  conveyance  provided for in Section 4 hereof shall be
deemed to be a grant by the Seller to the  Purchaser  of a security  interest in
all of the Seller's  right,  title and interest in and to the Mortgage Loans and
all amounts  payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion,  voluntary or involuntary,  of
the foregoing into cash,  instruments,  securities or other property,  including
without  limitation all amounts,  other than investment  earnings,  from time to
time held or invested  in the  Collection  Account  whether in the form of cash,
instruments,  securities or other property;  (3) the possession by the Purchaser
or its agent of Mortgage  Notes,  the related  Mortgages and such other items of
property that constitute  instruments,  money,  negotiable  documents or chattel
paper shall be deemed to be  "possession"  by the secured  party for purposes of
perfecting  the security  interest  pursuant to the New York Uniform  Commercial
Code;   and  (4)   notifications   to  persons   holding   such   property   and
acknowledgments,  receipts or  confirmations  from persons holding such property
shall be deemed notifications to, or acknowledgments,  receipts or confirmations
from,  financial  intermediaries,  bailees  or  agents  (as  applicable)  of the
Purchaser for the purpose of perfecting such security  interest under applicable
law. Any  assignment of the interest of the  Purchaser  pursuant to Section 4(d)
hereof shall also be deemed to be an assignment of any security interest created
hereby.  The Seller and the Purchaser shall, to the extent  consistent with this
Agreement,  take  such  actions  as may be  necessary  to ensure  that,  if this
Agreement were deemed to create a security  interest in the Mortgage Loans, such
security  interest would be deemed to be a perfected  security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement and the Pooling and Servicing Agreement.


                                      -29-
<PAGE>

      IN WITNESS WHEREOF,  the Purchaser,  the Seller and the Responsible  Party
have caused their names to be signed by their respective officers thereunto duly
authorized as of the date first above written.

                                     CITIGROUP MORTGAGE LOAN TRUST INC.


                                     By: ________________________________
                                         Name:
                                         Title:



                                     CARRINGTON ASSET ACCEPTANCE COMPANY, L.L.C.


                                     By: ________________________________
                                         Name:  Bruce M. Rose
                                         Title: President



                                     NC CAPITAL CORPORATION


                                     By: ________________________________
                                         Name:
                                         Title:


<PAGE>


                                   Schedule I

      The Seller hereby represents,  warrants, and covenants to the Purchaser as
follows on the Closing Date and on each Distribution Date thereafter:

      General

      1. This  Agreement  creates a valid and continuing  security  interest (as
defined in the applicable Uniform Commercial Code ("UCC")) in the Mortgage Loans
in favor of the Purchaser  which security  interest is prior to all other liens,
and is  enforceable  as such as against  creditors  of and  purchasers  from the
Seller.

      2. The Mortgage Loans  constitute  "general  intangibles" or "instruments"
within the meaning of the applicable UCC.

      3. The Collection Account and all subaccounts  thereof constitute either a
deposit account or a securities account.

      4. To the extent  that  payments  and  collections  received  or made with
respect to the Mortgage Loans constitute securities entitlements,  such payments
and collections have been and will have been credited to the Collection Account.
The securities  intermediary for the Collection  Account has agreed to treat all
assets  credited to the  Collection  Account as  "financial  assets"  within the
meaning of the applicable UCC.

      Creation

      5. The Seller owns and has good and marketable title to the Mortgage Loans
free and clear of any lien,  claim or encumbrance of any Person,  excepting only
liens for taxes,  assessments or similar governmental charges or levies incurred
in the  ordinary  course of  business  that are not yet due and payable or as to
which any  applicable  grace  period shall not have  expired,  or that are being
contested in good faith by proper  proceedings  and for which adequate  reserves
have been  established,  but only so long as foreclosure  with respect to such a
lien is not  imminent  and the use and value of the  property  to which the lien
attaches is not impaired during the pendency of such proceeding.

      6. The Seller has received  all consents and  approvals to the sale of the
Mortgage Loans hereunder to the Purchaser  required by the terms of the Mortgage
Loans that constitute instruments.

      7. To the extent the Collection Account or subaccounts  thereof constitute
securities entitlements,  certificated securities or uncertificated  securities,
the Seller has received all consents and  approvals  required to transfer to the
Purchaser its interest and rights in the Collection Account hereunder.

      Perfection

      8. The Seller has  caused or will have  caused,  within ten days after the
effective  date of this  Agreement,  the  filing  of all  appropriate  financing
statements in the proper

<PAGE>

filing office in the appropriate  jurisdictions under applicable law in order to
perfect the sale of the Mortgage  Loans from the Seller to the Purchaser and the
security interest in the Mortgage Loans granted to the Purchaser hereunder.

      9.  With  respect  to the  Collection  Account  and all  subaccounts  that
constitute deposit accounts, either:

            (i) the Seller  has  delivered  to the  Purchaser  a  fully-executed
      agreement  pursuant to which the bank maintaining the deposit accounts has
      agreed  to  comply  with  all  instructions  originated  by the  Purchaser
      directing  disposition  of the  funds in the  Collection  Account  without
      further consent by the Seller; or

            (ii) the Seller has taken all steps necessary to cause the Purchaser
      to become the account holder of the Collection Account.

      10. With respect to the  Collection  Account or  subaccounts  thereof that
constitute securities accounts or securities entitlements, either:

            (i) the Seller has caused or will have caused, within ten days after
      the  effective  date of this  Agreement,  the  filing  of all  appropriate
      financing  statements  in the  proper  filing  office  in the  appropriate
      jurisdictions  under  applicable  law in order  to  perfect  the  security
      interest in the Collection Account granted by the Seller to the Purchaser;
      or

            (ii) the Seller has  delivered  to the  Purchaser  a  fully-executed
      agreement  pursuant  to which the  securities  intermediary  has agreed to
      comply with all instructions  originated by the Purchaser  relating to the
      Collection Account without further consent by the Purchaser; or

            (iii)  the  Seller  has  taken  all  steps  necessary  to cause  the
      securities  intermediary  to identify in its records the  Purchaser as the
      person having a security  entitlement against the securities  intermediary
      in the Collection Account.

      Priority

      11.  Other  than the  transfer  of the  Mortgage  Loans  to the  Purchaser
pursuant to this Agreement, the Seller has not pledged,  assigned, sold, granted
a security  interest in, or otherwise  conveyed any of the Mortgage  Loans.  The
Seller  has not  authorized  the  filing  of, or is not  aware of any  financing
statements against the Seller that include a description of collateral  covering
the Mortgage Loans other than any financing  statement  relating to the security
interest granted to the Purchaser hereunder or that has been terminated.

      12. The  Seller is not aware of any  judgment,  ERISA or tax lien  filings
against the Seller.

      13. The Trustee has in its possession all original  copies of the Mortgage
Notes that constitute or evidence the Mortgage Loans. To the Seller's knowledge,
none of the  instruments  that constitute or evidence the Mortgage Loans has any
marks or notations indicating

<PAGE>

that they have been pledged,  assigned or otherwise conveyed to any Person other
than the Purchaser or its  designee.  All  financing  statements  filed or to be
filed  against  the  Seller in favor of the  Purchaser  in  connection  herewith
describing  the Mortgage Loans contain a statement to the following  effect:  "A
purchase of or security  interest in any collateral  described in this financing
statement will violate the rights of the Purchaser."

      14.  Neither the Collection  Account nor any subaccount  thereof is in the
name of any person other than the Seller or the  Purchaser or in the name of its
nominee.  The Seller has not consented for the  securities  intermediary  of the
Collection  Account to comply with  entitlement  orders of any person other than
the Purchaser or its designee.

      15.  Survival of  Perfection  Representations.  Notwithstanding  any other
provision of this Agreement or any other  transaction  document,  the Perfection
Representations  contained in this Schedule shall be  continuing,  and remain in
full  force and effect  (notwithstanding  any  replacement  of the  Servicer  or
termination  of the  Servicer's  rights to act as such)  until  such time as all
obligations under this Agreement have been finally and fully paid and performed.

      16. No Waiver.  The  parties  to this  Agreement  (i) shall  not,  without
obtaining a confirmation of the then-current  rating of the  Certificates  waive
any of the  Perfection  Representations,  and  (ii)  shall  provide  the  Rating
Agencies  with  prompt   written   notice  of  any  breach  of  the   Perfection
Representations,  and  shall  not,  without  obtaining  a  confirmation  of  the
then-current  rating of the  Certificates (as determined after any adjustment or
withdrawal of the ratings following notice of such breach) waive a breach of any
of the Perfection Representations.

      17. Seller to Maintain Perfection and Priority. The Seller covenants that,
in order to evidence the  interests of the Seller and the  Purchaser  under this
Agreement,  the Seller  shall take such  action,  or execute  and  deliver  such
instruments  (other  than  effecting a Filing (as  defined  below),  unless such
Filing is effected in  accordance  with this  paragraph)  as may be necessary or
advisable (including,  without limitation,  such actions as are requested by the
Purchaser)  to  maintain  and  perfect,  as  a  first  priority  interest,   the
Purchaser's security interest in the Mortgage Loans. The Seller shall, from time
to time and within the time limits  established  by law,  prepare and present to
the Purchaser or its designee to authorize  (based in reliance on the Opinion of
Counsel hereinafter provided for) the Seller to file, all financing  statements,
amendments,   continuations,   initial   financing   statements  in  lieu  of  a
continuation statement, terminations, partial terminations,  releases or partial
releases, or any other filings necessary or advisable to continue,  maintain and
perfect  the  Purchaser's   security   interest  in  the  Mortgage  Loans  as  a
first-priority  interest  (each a "Filing").  The Seller shall present each such
Filing to the Purchaser or its designee  together with (x) an Opinion of Counsel
to the effect that such Filing is (i) consistent  with the grant of the security
interest  to the  Purchaser  pursuant  to  Section  19 of this  Agreement,  (ii)
satisfies all  requirements  and conditions to such Filing in this Agreement and
(iii)  satisfies  the  requirements  for a Filing of such type under the Uniform
Commercial  Code in the applicable  jurisdiction  (or if the Uniform  Commercial
Code does not apply, the applicable statute governing the perfection of security
interests),  and (y) a form of authorization for the Purchaser's signature. Upon
receipt of such  Opinion of Counsel  and form of  authorization,  the  Purchaser
shall promptly authorize in writing the Seller to, and the Seller shall,  effect
such Filing under the UCC without the  signature of the Seller or the  Purchaser
where

<PAGE>

allowed by applicable  law.  Notwithstanding  anything  else in the  transaction
documents to the  contrary,  the Seller shall not have any authority to effect a
Filing  without  obtaining  written  authorization  from  the  Purchaser  or its
designee.



                                      D-1
<PAGE>

                                    EXHIBIT E
                                    ---------

                               REQUEST FOR RELEASE
                             (for Trustee/Custodian)


Loan Information
----------------

         Name of Mortgagor:          __________________________________

         Master Servicer
         Loan No.:                   __________________________________

Trustee/Custodian
-----------------

         Name:                      __________________________________

         Address:                   __________________________________
                                    __________________________________

         Trustee/Custodian
         Mortgage File No.:         __________________________________

Trustee
-------

         Name:                      ______________________________

         Address:                   ______________________________
                                    ______________________________

Depositor
---------

         Name:             CITIGROUP MORTGAGE LOAN TRUST INC.

         Address:          __________________________________
                           __________________________________

         Certificates:     Asset Backed Mortgage Pass-Through
                           Certificates, Series 2004-NC2

         The undersigned Servicer hereby acknowledges that it has received from
_______________________, as Trustee for the Holders of Asset Backed Pass-Through
Certificates, Series 2004-NC2 the documents referred to below (the "Documents").
All capitalized terms not otherwise defined in this Request for Release shall
have the meanings given them in the Pooling and Servicing Agreement, dated as of
September 1, 2004, among the Trustee, the Depositor and the Servicer (the
"Pooling and Servicing Agreement").

         ( ) Promissory Note dated _______________, 20__, in the original
principal sum of $__________, made by _____________________, payable to, or
endorsed to the order of, the Trustee.

                                      E-1

<PAGE>


         ( ) Mortgage recorded on _________________________ as instrument no.
____________________ in the County Recorder's Office of the County of
_________________, State of __________________ in book/reel/docket
_________________ of official records at page/image _____________.

         ( ) Deed of Trust recorded on ___________________ as instrument no.
________________ in the County Recorder's Office of the County of
_________________, State of ____________________ in book/reel/docket
_________________ of official records at page/image ______________.

         ( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
___________________ as instrument no. _________ in the County Recorder's Office
of the County of _______________, State of _______________________ in
book/reel/docket ____________ of official records at page/image ____________.

         ( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.

         ( ) _____________________________________________

         ( ) _____________________________________________

         ( ) _____________________________________________

         ( ) _____________________________________________

         The undersigned Servicer hereby acknowledges and agrees as follows:

         (1) The Servicer shall hold and retain possession of the Documents in
trust for the benefit of the Trustee, solely for the purposes provided in the
Agreement.

         (2) The Servicer shall not cause or permit the Documents to become
subject to, or encumbered by, any claim, liens, security interest, charges,
writs of attachment or other impositions nor shall the Servicer assert or seek
to assert any claims or rights of setoff to or against the Documents or any
proceeds thereof.

         (3) The Servicer shall return each and every Document previously
requested from the Mortgage File to the Trustee when the need therefor no longer
exists, unless the Mortgage Loan relating to the Documents has been liquidated
and the proceeds thereof have been remitted to the Collection Account and except
as expressly provided in the Agreement.



                                      E-2

<PAGE>

         (4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Servicer shall at all
times be earmarked for the account of the Trustee, and the Servicer shall keep
the Documents and any proceeds separate and distinct from all other property in
the Servicer's possession, custody or control.

Dated:

                                NEW CENTURY MORTGAGE CORPORATION


                                By:__________________________
                                   Name:
                                   Title:

                                      E-3
<PAGE>

                                   EXHIBIT F-1
                                   -----------

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                                          [Date]

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705
Attention: Trust Administration - SB 0301


                  Re:   Carrington Mortgage Loan Trust, Series 2004-NC2, Asset
                        Backed Mortgage  Pass-Through  Certificates,  Class
                        ___, representing a ___% Class Percentage Interest
                        --------------------------------------------------

Ladies and Gentlemen:

         In connection with the transfer by ________________ (the "Transferor")
to ________________ (the "Transferee") of the captioned mortgage pass-through
certificates (the "Certificates"), the Transferor hereby certifies as follows:

         Neither the Transferor nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, (e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the "1933 Act"), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement, dated as of September 1, 2004, among
Citigroup Mortgage Loan Trust Inc. as Depositor, New Century Mortgage
Corporation as Servicer and Deutsche Bank National Trust Company as Trustee (the
"Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing
Agreement the Certificates were issued.


                                     F-1-1
<PAGE>


         Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

                                 Very truly yours,

                                 [Transferor]


                                 By:___________________________
                                    Name:
                                    Title:

                                     F-1-2
<PAGE>


                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                                          [Date]

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705
Attention: Trust Administration - SB 0301

                  Re:   Carrington Mortgage Loan Trust, Series 2004-NC2, Asset
                        Backed Mortgage  Pass-Through  Certificates,  Class
                        ___, representing a ___% Percentage Interest
                        --------------------------------------------

Ladies and Gentlemen:

         In connection with the purchase from ______________________ (the
"Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

         The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the "1933
Act") and has completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to
it is being made in reliance on Rule 144A. The Transferee is acquiring the
Certificates for its own account or for the account of a qualified institutional
buyer, and understands that such Certificate may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.

         2. The Transferee has been furnished with all information regarding (a)
the Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with the
Certificates, that it has requested.

         All capitalized terms used but not otherwise defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of September 1, 2004, among Citigroup Mortgage Loan Trust Inc. as
Depositor, New Century Mortgage Corporation as Servicer and Deutsche Bank
National Trust Company as Trustee, pursuant to which the Certificates were
issued.

                                               [TRANSFEREE]

                                               By:__________________________
                                                  Name:
                                                  Title:

                                     F-1-3
<PAGE>

                                                          ANNEX 1 TO EXHIBIT F-1
                                                          ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Deutsche Bank National Trust Company, as Trustee, with
respect to the mortgage pass-through certificates (the "Certificates") described
in the Transferee Certificate to which this certification relates and to which
this certification is an Annex:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

         2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Transferee owned and/or
invested on a discretionary basis $______________________1 in securities (except
for the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Transferee satisfies the criteria in the category marked
below.

         ___ CORPORATION, ETC. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in Section
501(c)(3) of the Internal Revenue Code of 1986.

         ___ BANK. The Transferee (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of Columbia,
the business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of
which is attached hereto.

         ___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State
or Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b) has an
audited net worth of at least

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

1   Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities. $25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.



                                     F-1-4
<PAGE>

         ___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

         ___ INSURANCE COMPANY. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency of a
State, territory or the District of Columbia.

         ___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.

         ___ ERISA PLAN. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

         ___ INVESTMENT ADVISOR. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.

         3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee and did not include any of the
securities referred to in the preceding paragraph. Further, in determining such
aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.

         ___      ___      Will the Transferee be purchasing the Certificates
         Yes      No       only for the Transferee's own account?

         6. If the answer to the foregoing question is "no", the Transferee
agrees that, in connection with any purchase of securities sold to the
Transferee for the account of a third party (including any separate account) in
reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within

                                     F-1-5

<PAGE>

the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties
updated annual financial statements promptly after they become available.

Dated:

                                            ____________________________________
                                            Print Name of Transferee


                                            By:_________________________________
                                               Name:
                                               Title:




                                     F-1-6
<PAGE>


                                                          ANNEX 2 TO EXHIBIT F-1

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Deutsche Bank National Trust Company, as Trustee, with
respect to the mortgage pass- through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because the Transferee is part of a Family of
Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

         2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.

         ____       The Transferee owned  $___________________  in securities
                    (other than the excluded securities referred to
                    below)  as of the end of the  Transferee's most recent
                    fiscal year (such amount being calculated in
                    accordance with Rule 144A).

         ____       The Transferee is part of a Family of Investment Companies
                    which owned in the aggregate  $______________ in
                    securities  (other than the excluded  securities
                    referred to below) as of the end of the Transferee's  most
                    recent fiscal year (such amount being calculated in
                    accordance with Rule 144A).

         3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "SECURITIES" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.


                                     F-1-7

<PAGE>



                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

                  6. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                         ___________________________________
                                         Print Name of Transferee or Advisor


                                         By:________________________________
                                         Name:
                                         Title:

                                         IF AN ADVISER:


                                         ___________________________________
                                         Print Name of Transferee



                                     F-1-8
<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER
                    ----------------------------------------

                  The undersigned hereby certifies on behalf of the purchaser
named below (the "Purchaser") as follows:

                  1. I am an executive officer of the Purchaser.

                  2. The Purchaser is a "qualified institutional buyer", as
defined in Rule 144A, ("Rule 144A") under the Securities Act of 1933, as
amended.

                  3. As of the date specified below (which is not earlier than
the last day of the Purchaser's most recent fiscal year), the amount of
"securities", computed for purposes of Rule 144A, owned and invested on a
discretionary basis by the Purchaser was in excess of $100,000,000.

                                         Name of Purchaser


                                         ________________________________

                                         By:_____________________________
                                         Name:
                                         Title:
Date of this certificate:

Date of information provided in paragraph 3




                                     F-1-9
<PAGE>



                                   EXHIBIT F-2
                                   -----------

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK          )

COUNTY OF NEW YORK         )

                  __________________________, being duly sworn, deposes,
represents and warrants as follows:

                  1. I am a ______________________ of
____________________________ (the "Owner") a corporation duly organized and
existing under the laws of ______________, the record owner of Carrington
Mortgage Loan Trust, Series 2004-NC2, Asset Backed Mortgage Pass-Through
Certificates, Class R Certificates, (the "Class R Certificates"), on behalf of
whom I make this affidavit and agreement. Capitalized terms used but not defined
herein have the respective meanings assigned thereto in the Pooling and
Servicing Agreement pursuant to which the Class R Certificates were issued.

                  2. The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

                  3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the
transferor of a "noneconomic residual interest" will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer is to impede the assessment or collection of tax.



                                     F-2-1
<PAGE>

                  4. The Owner is aware of the tax imposed on a "pass-through
entity" holding the Class RCertificates if, at any time during the taxable year
of the pass-through entity, a non-Permitted Transferee is the record holder of
an interest in such entity. (For this purpose, a "pass-through entity" includes
a regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

                  5. The Owner is aware that the Trustee will not register the
transfer of any Class R Certificate unless the transferee, or the transferee's
agent, delivers to the Trustee, among other things, an affidavit in
substantially the same form as this affidavit. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

                  6. The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.

                  7. The Owner's taxpayer identification number is
_________________.

                  8. The Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement under which the Class RCertificates were issued
(in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.

                  9. The Owner is not acquiring and will not transfer the Class
R Certificates in order to impede the assessment or collection of any tax.

                  10. The Owner anticipates that it will, so long as it holds
the Class R Certificates, have sufficient assets to pay any taxes owed by the
holder of such Class R Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Class R Certificates that the
Owner intends to pay taxes associated with holding such Class R Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Class R Certificates.

                  11. The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Class R Certificates.

                  12. The Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

                  13. The Owner is not acquiring the Class R Certificates with
the intent to transfer the Class R Certificates to any person or entity that
will not have sufficient assets to pay any taxes owed by the holder of such
Class R Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Class R Certificates remain outstanding.



                                     F-2-2
<PAGE>

                  14. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, obtain from its transferee the
representations required by Section 5.02(d) of the Pooling and Servicing
Agreement under which the Class R Certificate were issued and will not
consummate any such transfer if it knows, or knows facts that should lead it to
believe, that any such representations are false.

                  15. The Owner will, in connection with any transfer that it
makes of the Class R Certificates, deliver to the Trustee an affidavit, which
represents and warrants that it is not transferring the Class R Certificates to
impede the assessment or collection of any tax and that it has no actual
knowledge that the proposed transferee: (i) has insufficient assets to pay any
taxes owed by such transferee as holder of the Class R Certificates; (ii) may
become insolvent or subject to a bankruptcy proceeding for so long as the Class
R Certificates remains outstanding; and (iii) is not a "Permitted Transferee".

                  16. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

                  17. The Owner of the Class R Certificate, hereby agrees that
in the event that the Trust Fund created by the Pooling and Servicing Agreement
is terminated pursuant to Section 9.01 thereof, the undersigned shall assign and
transfer to the Holders of the Class CE Certificates (with respect to a
termination of REMIC I) any amounts in excess of par received in connection with
such termination. Accordingly, in the event of such termination, the Trustee is
hereby authorized to withhold any such amounts in excess of par and to pay such
amounts directly to the Holders of the Class CE Certificates. This agreement
shall bind and be enforceable against any successor, transferee or assigned of
the undersigned in the Class R Certificate. In connection with any transfer of
the Class R] Certificate, the Owner shall obtain an agreement substantially
similar to this clause from any subsequent owner.




                                     F-2-3
<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 20__.

                                                 [OWNER]


                                                 By:__________________________
                                                 Name:
                                                 Title: [Vice] President
ATTEST:

By:_________________________________
Name:
Title:  [Assistant] Secretary

                  Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.

                  Subscribed and sworn before me this ____ day of __________,
20___.

                                                  ____________________________
                                                         Notary Public

                                                  County of __________________
                                                  State of ___________________

                                                  My Commission expires:



                                     F-2-4
<PAGE>



                          FORM OF TRANSFEROR AFFIDAVIT
                          ----------------------------

STATE OF NEW YORK          )

COUNTY OF NEW YORK         )

                  __________________________, being duly sworn, deposes,
represents and warrants as follows:

                  1. I am a ____________________ of ____________________________
(the "Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.

                  2. The Owner is not transferring the Class R Certificates (the
"Residual Certificates") to impede the assessment or collection of any tax.

                  3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

                  4. The Owner understands that the Purchaser has delivered to
the Trustee a transfer affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.

                  5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.

                  6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.




                                     F-2-5
<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 20__.

                                            [OWNER]

                                            By:_________________________
                                            Name:
                                            Title: [Vice] President
ATTEST:

By:______________________________
Name:
Title:   [Assistant] Secretary

                  Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.

                  Subscribed and sworn before me this ____ day of __________,
20___.

                                            ____________________________
                                                   Notary Public

                                            County of __________________
                                            State of ___________________

                                            My Commission expires:



                                     F-2-6
<PAGE>



                                    EXHIBIT G
                                    ---------

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                                    _____________, 20__


Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705
Attention: Trust Administration -[___]



         Re:      Carrington Mortgage Loan Trust, Series 2004-NC2,
                  Asset Backed Pass-Through Certificates,
                  ---------------------------------------


Dear Sirs:

                  _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Carrington Mortgage Loan Trust, Series 2004-NC2, Asset
Backed Pass-Through Certificates, Class [CE] [P] [R](the "Certificates"), issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of September 1, 2004, among Citigroup Mortgage Loan Trust
Inc. as depositor (the "Depositor"), New Century Mortgage Corporation as
servicer (the "Servicer") and Deutsche Bank National Trust Company as trustee
(the "Trustee"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee and the Servicer that:

         The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.
2510.3-101.



                                      G-1
<PAGE>

                                            Very truly yours,


                                            _______________________________

                                            By:____________________________
                                            Name:
                                            Title:



                                      G-2
<PAGE>



                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: ____________
Borrower: _____________

                               LOST NOTE AFFIDAVIT

         I, as ____________________ of ______________________, a _______________
corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Citigroup Mortgage Loan Trust Inc. (the "Purchaser"),
_____________________ (the "Deponent"), being duly sworn, deposes and says that:

         1.       The Seller's address is: _____________________
                                           _____________________
                                           _____________________

         2.       The Seller previously delivered to the Purchaser a signed
                  Initial Certification with respect to such Mortgage and/or
                  Assignment of Mortgage;

         3.       Such Mortgage Note and/or Assignment of Mortgage was assigned
                  or sold to the Purchaser by ________________________, a
                  ____________ corporation pursuant to the terms and provisions
                  of a Mortgage Loan Purchase Agreement dated as of __________
                  __, _____;

         4.       Such Mortgage Note and/or Assignment of Mortgage is not
                  outstanding pursuant to a request for release of Documents;

         5.       Aforesaid Mortgage Note and/or Assignment of Mortgage (the
                  "Original") has been lost;

         6.       Deponent has made or caused to be made a diligent search for
                  the Original and has been unable to find or recover same;

         7.       The Seller was the Seller of the Original at the time of the
                  loss; and

         8.       Deponent agrees that, if said Original should ever come into
                  Seller's possession, custody or power, Seller will immediately
                  and without consideration surrender the Original to the
                  Purchaser.

         9.       Attached hereto is a true and correct copy of (i) the Note,
                  endorsed in blank by the Mortgagee and (ii) the Mortgage or
                  Deed of Trust (strike one) which secures the Note, which
                  Mortgage or Deed of Trust is recorded in the county where the
                  property is located.



                                      H-1
<PAGE>

         10.      Deponent hereby agrees that the Seller (a) shall indemnify and
                  hold harmless the Purchaser, its successors and assigns,
                  against any loss, liability or damage, including reasonable
                  attorney's fees, resulting from the unavailability of any
                  Notes, including but not limited to any loss, liability or
                  damage arising from (i) any false statement contained in this
                  Affidavit, (ii) any claim of any party that has already
                  purchased a mortgage loan evidenced by the Lost Note or any
                  interest in such mortgage loan, (iii) any claim of any
                  borrower with respect to the existence of terms of a mortgage
                  loan evidenced by the Lost Note on the related property to the
                  fact that the mortgage loan is not evidenced by an original
                  note and (iv) the issuance of a new instrument in lieu thereof
                  (items (i) through (iv) above hereinafter referred to as the
                  "Losses") and (b) if required by any Rating Agency in
                  connection with placing such Lost Note into a Pass-Through
                  Transfer, shall obtain a surety from an insurer acceptable to
                  the applicable Rating Agency to cover any Losses with respect
                  to such Lost Note.

         11.      This Affidavit is intended to be relied upon by the Purchaser,
                  its successors and assigns. _____________________, a
                  ______________ corporation represents and warrants that is has
                  the authority to perform its obligations under this Affidavit
                  of Lost Note.

Executed this ____ day, of ___________ ______.

                                                     SELLER


                                                     By:______________________
                                                     Name:
                                                     Title:

                  On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.

                                                     Signature:

                                                     [Seal]


                                      H-2
<PAGE>



                                   EXHIBIT I-1

      FORM OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                                  Certification

                  I, [identify the certifying individual], certify that:

                  1. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of
Carrington Mortgage Loan Trust, Series 2004-NC2, Asset Backed Pass-Through
Certificates;

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution or servicing
information required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these reports is
included in these reports;

                  4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing, or similar, agreement,
and except as disclosed in the reports, the servicer has fulfilled its
obligations under the servicing agreement; and

                  5. The reports disclose all significant deficiencies relating
to the servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the pooling and servicing, or similar,
agreement, that is included in these reports.

                  In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: Deutsche
Bank National Trust Company and New Century Mortgage Corporation.

                                         CITIGROUP MORTGAGE LOAN TRUST INC.

                                         By:___________________________________
                                         Name:
                                         Title:
                                         Date:



                                      I-1-1
<PAGE>



                                   EXHIBIT I-2

                           FORM OF CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

         Re:      Carrington Mortgage Loan Trust, Series 2004-NC2, Asset Backed
                  Pass-Through Certificates
                  -------------------------------------------------------------


                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Trustee of the Trust, hereby certify to
Citigroup Mortgage Loan Trust Inc. (the "Depositor"), and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

                  2. Based on my knowledge, the information in these
distribution reports prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3. Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
is included in these reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated
September 1, 2004 (the "Pooling and Servicing Agreement"), among Citigroup
Mortgage Loan Trust Inc. as depositor (the "Depositor"), New Century Mortgage
Corporation as servicer (the "Servicer") and Deutsche Bank National Trust
Company as trustee (the "Trustee").

                                         DEUTSCHE BANK NATIONAL TRUST
                                         COMPANY, as Trustee


                                         By:__________________________________
                                         Name:
                                         Title:
                                         Date:



                                      I-2-1
<PAGE>



                                   EXHIBIT I-3

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE SERVICER

I, [identify the certifying individual], certify to Citigroup Mortgage Loan
Trust Inc. (the "Depositor") and Deutsche Bank National Trust Company (the
"Trustee") and their respective officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:

                  1. I have reviewed the information required to be provided to
the Trustee by the Servicer pursuant to the Pooling and Servicing Agreement (the
"Servicing Information");

                  2. Based on my knowledge, the Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

                  3. Based on my knowledge, the Servicing Information required
to be provided to the Trustee by the Servicer has been provided as required
under the Pooling and Servicing Agreement;

                  4. I am responsible for reviewing the activities performed by
the Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement, and except as disclosed by written notice to the Trustee or
in the annual compliance statement or certified public accountant's report
required to be delivered to the Trustee in accordance with the terms of the
Pooling and Servicing Agreement (which has been so delivered to the Trustee),
the Servicer has, for the period covered by the Form 10-K Annual Report,
fulfilled its obligations under the Pooling and Servicing Agreement; and

                  5. The Servicer has disclosed to its certified public
accountants and the Depositor all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards in accordance with a
review conducted in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing
Agreement.



                                      I-3-1
<PAGE>


                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated
September 1, 2004 (the "Pooling and Servicing Agreement"), among Citigroup
Mortgage Loan Trust Inc. as depositor (the "Depositor"), New Century Mortgage
Corporation as servicer (the "Servicer") and Deutsche Bank National Trust
Company as trustee (the "Trustee").

                                       NEW CENTURY MORTGAGE CORPORATION

                                       By:____________________________________
                                       Name:
                                       Title:
                                       Date:



                                      I-3-2
<PAGE>



                                    EXHIBIT J

                    FORM OF ANNUAL STATEMENT AS TO COMPLIANCE

                 Carrington Mortgage Loan Trust, Series 2004-NC2
                     Asset Backed Pass-Through Certificates

                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of New Century Mortgage Corporation. (the
"Servicer"), and further certify as follows:

                  1. This certification is being made pursuant to the terms of
the Pooling and Servicing Agreement, dated as of September 1, 2004, (the
"Agreement"), among Citigroup Mortgage Loan Trust Inc. as depositor (the
"Depositor"), New Century Mortgage Corporation as servicer (the "Servicer") and
Deutsche Bank National Trust Company as trustee (the "Trustee").

                  2. I have reviewed the activities of the Servicer during the
preceding year and the Servicer's performance under the Agreement and to the
best of my knowledge, based on such review, the Servicer has fulfilled all of
its obligations under the Agreement throughout the year.

                  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreement.

Dated: _____________



                                       J-1
<PAGE>


                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of _____________.

                                         By: _____________________________
                                         Name:
                                         Title:

                  I, _________________________, a (an) __________________ of the
Servicer, hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the Master Servicer and that the signature
appearing above is his/her genuine signature.

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of ______________.

                                         By: _____________________________
                                         Name:
                                         Title:


                                      J-2
<PAGE>



                                    EXHIBIT K

                              FORM OF CAP CONTRACT
                            (Available Upon Request)




                                       K-1
<PAGE>



                                   Schedule 1

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]




                                  Schedule 1-1
<PAGE>



                                   Schedule 2

                         SCHEDULE OF PREPAYMENT CHARGES

                             Available Upon Request




                                  Schedule 2-1