CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

                                    Depositor

                           DLJ MORTGAGE CAPITAL, INC.,

                                     Seller

                          WILSHIRE CREDIT CORPORATION,

                                    Servicer

                             VESTA SERVICING, L.P.,

                                    Servicer

                                       and

                            THE CHASE MANHATTAN BANK,

                                     Trustee


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

                         POOLING AND SERVICING AGREEMENT
                           Dated as of August 1, 2001

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

                           CSFB TRUST SERIES 2001-S18
            CSFB MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-S18



<PAGE>



                                Table of Contents

                                                                            Page
                                                                            ----

ARTICLE I

   DEFINITIONS.................................................................7
         SECTION 1.01     .....................................................7
         SECTION 1.02     Interest Calculations...............................52
         SECTION 1.03     Allocation of Certain Interest Shortfalls...........52

ARTICLE II

   CONVEYANCE OF MORTGAGE LOANS;
   REPRESENTATIONS AND WARRANTIES.............................................53
         SECTION 2.01     Conveyance of Mortgage Loans........................53
         SECTION 2.02     Acceptance by the Trustee...........................57
         SECTION 2.03     Representations and Warranties of the Seller and
                          Servicers...........................................58
         SECTION 2.04     Representations and Warranties of the Depositor as
                          to the Mortgage Loans...............................61
         SECTION 2.05     Delivery of Opinion of Counsel in Connection with
                          Substitutions.......................................61
         SECTION 2.06     Execution and Delivery of Certificates..............61
         SECTION 2.07     REMIC Matters.......................................62
         SECTION 2.08     Covenants of each Servicer..........................62
         SECTION 2.09     Conveyance of REMIC Regular Interests and
                          Acceptance of REMIC 1 by the Trustee; Issuance of
                          Certificates........................................62

ARTICLE III

   ADMINISTRATION AND SERVICING
   OF MORTGAGE LOANS..........................................................64
         SECTION 3.01     Servicers to Service Mortgage Loans.................64
         SECTION 3.02     Subservicing; Enforcement of the Obligations of
                          Subservicers........................................66
         SECTION 3.03     [Reserved]..........................................67
         SECTION 3.04     Trustee to Act as Servicer..........................67
         SECTION 3.05     Collection of Mortgage Loans; Collection Accounts;
                          Certificate Account.................................68
         SECTION 3.06     Establishment of and Deposits to Escrow Accounts;
                          Permitted Withdrawals from Escrow Accounts;
                          Payments of Taxes, Insurance and Other Charges;


                                        i

<PAGE>



                          Simple Interest Excess Sub-Accounts; Deposits in
                          Simple Interest Excess Sub-Accounts.................71
         SECTION 3.07     Access to Certain Documentation and Information
                          Regarding the Mortgage Loans; Inspections...........73
         SECTION 3.08     Permitted Withdrawals from the Collection Accounts
                          and Certificate Account.............................73
         SECTION 3.09     Maintenance of Hazard Insurance and Mortgage
                          Impairment Insurance; Claims; Restoration of
                          Mortgaged Property..................................75
         SECTION 3.10     Enforcement of Due-on-Sale Clauses; Assumption
                          Agreements..........................................76
         SECTION 3.11     Realization Upon Defaulted Mortgage Loans;
                          Repurchase of Certain Mortgage Loans................77
         SECTION 3.12     Trustee to Cooperate; Release of Mortgage Files
                           ...................................................81
         SECTION 3.13     Documents, Records and Funds in Possession of a
                          Servicer to be Held for the Trustee.................82
         SECTION 3.14     Servicing Fee.......................................83
         SECTION 3.15     Access to Certain Documentation.....................83
         SECTION 3.16     Annual Statement as to Compliance...................83
         SECTION 3.17     Annual Independent Public Accountants' Servicing
                          Statement; Financial Statements.....................84
         SECTION 3.18     Maintenance of Fidelity Bond and Errors and
                          Omissions Insurance.................................84
         SECTION 3.19     Duties of the Loss Mitigation Advisor...............85
         SECTION 3.20     Limitation Upon Liability of the Loss Mitigation
                          Advisor.............................................85

ARTICLE IV

   DISTRIBUTIONS AND
   ADVANCES BY THE SERVICERS..................................................86
         SECTION 4.01     Advances by the Servicers...........................86
         SECTION 4.02     Priorities of Distribution..........................87
         SECTION 4.03     [Reserved]..........................................91
         SECTION 4.04     [Reserved]..........................................91
         SECTION 4.05     Allocation of Realized Losses.......................91
         SECTION 4.06     Monthly Statements to Certificateholders............93
         SECTION 4.07     Distributions on the REMIC 1 Regular Interests
                           ...................................................95
         SECTION 4.08     Distributions on the REMIC 2 Regular Interests
                           ...................................................99
         SECTION 4.09      Reserve Fund......................................100
         SECTION 4.10     Prepayment Penalties...............................101



                                       ii

<PAGE>



ARTICLE V

   THE CERTIFICATES..........................................................102
         SECTION 5.01     The Certificates...................................102
         SECTION 5.02     Certificate Register; Registration of Transfer and
                          Exchange of Certificates...........................103
         SECTION 5.03     Mutilated, Destroyed, Lost or Stolen Certificates
                           ..................................................107
         SECTION 5.04     Persons Deemed Owners..............................107
         SECTION 5.05     Access to List of Certificateholders' Names and
                          Addresses..........................................108
         SECTION 5.06     Maintenance of Office or Agency....................108

ARTICLE VI

   THE DEPOSITOR, THE SELLER AND THE SERVICERS...............................109
         SECTION 6.01     Respective Liabilities of the Depositor, the
                          Sellers and the Servicers..........................109
         SECTION 6.02     Merger or Consolidation of the Depositor, the
                          Seller or a Servicer...............................109
         SECTION 6.03     Limitation on Liability of the Depositor, the
                          Seller, the Servicers and Others...................109
         SECTION 6.04     Limitation on Resignation of a Servicer............110

ARTICLE VII

   DEFAULT...................................................................111
         SECTION 7.01     Events of Default..................................111
         SECTION 7.02     Trustee to Act; Appointment of Successor...........112
         SECTION 7.03     Notification to Certificateholders.................114

ARTICLE VIII

   CONCERNING THE TRUSTEE....................................................115
         SECTION 8.01     Duties of the Trustee..............................115
         SECTION 8.02     Certain Matters Affecting the Trustee..............116
         SECTION 8.03     Trustee Not Liable for Certificates or Mortgage
                          Loans .............................................117
         SECTION 8.04     Trustee May Own Certificates.......................117
         SECTION 8.05     Trustee's Fees and Expenses........................117
         SECTION 8.06     Eligibility Requirements for the Trustee...........118
         SECTION 8.07     Resignation and Removal of the Trustee.............118
         SECTION 8.08     Successor Trustee..................................119
         SECTION 8.09     Merger or Consolidation of the Trustee.............119
         SECTION 8.10     Appointment of Co-Trustee or Separate Trustee
                           ..................................................120


                                       iii

<PAGE>



         SECTION 8.11     Tax Matters........................................121
         SECTION 8.12     Periodic Filings...................................123

ARTICLE IX

   TERMINATION...............................................................124
         SECTION 9.01     Termination upon Liquidation or Purchase of the
                          Mortgage Loans.....................................124
         SECTION 9.02     Final Distribution on the Certificates.............124
         SECTION 9.03     Additional Termination Requirements................125

ARTICLE X

   MISCELLANEOUS PROVISIONS..................................................127
        SECTION 10.01    Amendment...........................................127
        SECTION 10.02    Recordation of Agreement; Counterparts..............128
        SECTION 10.03    Governing Law.......................................128
        SECTION 10.04    [Reserved]..........................................129
        SECTION 10.05    Notices.............................................129
        SECTION 10.06    Severability of Provisions..........................130
        SECTION 10.07    Assignment..........................................130
        SECTION 10.08    Limitation on Rights of Certificateholders..........130
        SECTION 10.09    Certificates Nonassessable and Fully Paid...........131



EXHIBITS
EXHIBIT A.      Form of Class A Certificates.................................A-1
EXHIBIT B.      Form of Subordinate Certificate..............................B-1
EXHIBIT C.      Form of Residual Certificate.................................C-1
EXHIBIT D.      Form of Notional Amount Certificate..........................D-1
EXHIBIT E.      Form of Class P Certificate..................................E-1
EXHIBIT F.      Form of Reverse Certificates.................................F-1
EXHIBIT G.      Form of Initial Certification of Custodian...................G-1
EXHIBIT H.      Form of Final Certification of Custodian.....................H-1
EXHIBIT I.      Transfer Affidavit...........................................I-1
EXHIBIT J.      Form of Transferor Certificate...............................J-1
EXHIBIT K.      Form of Investment Letter (Non-Rule 144A)....................K-1
EXHIBIT L.      Form of Rule 144A Letter.....................................L-1
EXHIBIT M.      Request for Release..........................................M-1
EXHIBIT N.      [Reserved]...................................................N-1
EXHIBIT O-1.    Form of Collection Account Certification...................O-1-1
EXHIBIT O-2.    Form of Collection Account Letter Agreement................O-2-1
EXHIBIT P-1.    Form of Escrow Account Certification ......................P-1-1
EXHIBIT P-2.    Form of Escrow Account Letter Agreement....................P-2-1
EXHIBIT Q.      Form of Monthly Remittance Advice............................Q-1


                                       iv

<PAGE>



EXHIBIT R.      Form of Custodial Agreement..................................R-1
SCHEDULE I      Mortgage Loan Schedule.......................................I-1
SCHEDULE II     Seller's Representations and Warranties.....................II-1
SCHEDULE IIIA   Wilshire Representations and Warranties..................III-A-1
SCHEDULE IIIB   Vesta Representations and Warranties.....................III-B-1
SCHEDULE IV     Representations and Warranties for the Mortgage Loans.......IV-1
SCHEDULE V      Class A-IO Notional Amount...................................V-1



                                        v

<PAGE>



          THIS POOLING AND SERVICING AGREEMENT, dated as of August 1, 2001,
among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation, as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL , INC., a
Delaware corporation, as Seller (the "Seller"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as a servicer (a "Servicer"), VESTA SERVICING, L.P., as a
servicer (a "Servicer") and THE CHASE MANHATTAN BANK, a New York banking
corporation, as trustee (the "Trustee").

                                 WITNESSETH THAT

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

                              PRELIMINARY STATEMENT

          The Depositor intends to sell pass-through certificates (collectively,
the "Certificates"), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of eleven classes of
certificates, designated as (i) the Class A-1 Certificates, (ii) the Class A-2
Certificates, (iii) the Class A-IO Certificates, (iv) the Class M-1
Certificates, (v) the Class M-2 Certificates, (vi) the Class B-1 Certificates,
(vii) the Class B-2 Certificates, (viii) the Class P Certificates, (ix) the
Class X-1 Certificates, (x) the Class X-2 Certificates and (xi) the Class R
Certificates.

                                     REMIC 1

          As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Loan Group 1 Mortgage Loans, the
Loan Group 2 Mortgage Loans and certain other related assets subject to this
Agreement (exclusive of the Reserve Fund) as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC 1." The Class R-1 Interest will represent
the sole class of "residual interests" in REMIC 1 for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal 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 1 Regular Interests. None of the REMIC 1
Regular Interests will be certificated. The latest possible maturity date
(determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of each of the REMIC 1 Regular Interests will be the Latest
Possible Maturity Date as defined herein.

Designation Pass-Through Rate Balance
Uncertificated REMIC 1 Initial Uncertificated



                          Uncertificated REMIC 1       Initial Uncertificated
    Designation              Pass-Through Rate                 Balance
   -------------         -------------------------    -------------------------
       LT-1                     Variable(1)                $218,375,932.00

<PAGE>

       LT-2                     Variable(1)                $  3,639,172.17
       LT-3                     Variable(1)                $  3,991,767.59
       LT-4                     Variable(1)                $  4,324,077.66
       LT-5                     Variable(1)                $  4,632,693.02
       LT-6                     Variable(1)                $  4,914,330.32
       LT-7                     Variable(1)                $  5,165,885.90
       LT-8                     Variable(1)                $  5,316,940.88
       LT-9                     Variable(1)                $  5,366,305.92
       LT-10                    Variable(1)                $  5,097,481.27
       LT-11                    Variable(1)                $  4,808,919.16
       LT-12                    Variable(1)                $  4,536,667.55
       LT-13                    Variable(1)                $  4,279,805.64
       LT-14                    Variable(1)                $  4,037,464.62
       LT-15                    Variable(1)                $  3,808,824.58
       LT-16                    Variable(1)                $  3,593,111.94
       LT-17                    Variable(1)                $  3,389,596.72
       LT-18                    Variable(1)                $  3,197,590.11
       LT-19                    Variable(1)                $  3,016,442.17
       LT-20                    Variable(1)                $  2,845,539.62
       LT-21                    Variable(1)                $  2,684,303.77
       LT-22                    Variable(1)                $  2,532,188.61
       LT-23                    Variable(1)                $  2,388,678.90
       LT-24                    Variable(1)                $  2,253,288.49
       LT-25                    Variable(1)                $  2,125,558.67
       LT-26                    Variable(1)                $  2,005,056.60
       LT-27                    Variable(1)                $  1,891,373.88
       LT-28                    Variable(1)                $  1,784,125.16
--------------------------------------------------------------------------------

                                    2

<PAGE>


       LT-29                    Variable(1)                $  1,682,946.82
       LT-30                    Variable(1)                $  1,587,495.81
       LT-31                    Variable(1)                $  1,497,448.39
       LT-32                    Variable(1)                $  1,412,499.12
       LT-33                    Variable(1)                $  1,332,359.81
       LT-34                    Variable(1)                $  1,256,758.54
       LT-35                    Variable(1)                $  1,185,438.73
       LT-36                    Variable(1)                $  1,118,158.29
       LT-37                    Variable(1)                $  18,531,958.37
       LT-P                     Variable(1)                $         100.00
       LT-R                     Variable(1)                $         100.00
        R-1                         N/A                    $           0.00
-------------------
(1)  Calculated as provided in the definition of Uncertificated Pass-Through
Rate.

                                     REMIC 2

          As provided herein, an election will be made to treat the segregated
pool of assets consisting of the Uncertificated REMIC 1 Regular Interests
(exclusive of the Reserve Fund) as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as REMIC 2. The Class R-2
Interest will represent the sole class of "residual interests" in REMIC 2 for
purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, REMIC 2 Pass-Through Rate and
initial Principal Balance for each of the "regular interests" in REMIC 2 (the
"REMIC 2 Regular Interests"). None of the REMIC 2 Regular Interests will be
certificated. The latest possible maturity date (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the
REMIC 2 Regular Interests will be the Latest Possible Maturity Date as defined
herein.



                         Uncertificated REMIC           Initial Uncertificated
   Designation           2 Pass-Through Rate              Principal Balance
  -------------         ----------------------         ------------------------
       MT-1                  Variable(1)                   $338,696,023.36
       MT-2                  Variable(1)                   $  1,280,292.74
       MT-3                  Variable(1)                   $  1,208,085.64
       MT-4                  Variable(1)                   $    328,327.96



                                    3

<PAGE>




       MT-5                  Variable(1)                   $    293,767.12
       MT-6                  Variable(1)                   $    207,365.03
       MT-7                  Variable(1)                   $    138,243.35
       MT-8                  Variable(1)                   $  3,456,081.90
       MT-P                  Variable(1)                   $        100.00
       MT-R                  Variable(1)                   $        100.00
       R-II                      N/A                       $          -
       MT-IO                    7.00%                      $          0.00(2)
-------------------
(1)  Calculated as provided in the definition of Uncertificated Pass-Through
     Rate.

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




                                        4

<PAGE>



<TABLE>
<CAPTION>
============================================================================================
                                                                        Integral Multiples
               Class Certificate      Pass-Through          Minimum        in Excess of
                    Balance               Rate           Denomination        Minimum
--------------------------------------------------------------------------------------------
<S>            <C>                    <C>                  <C>               <C>
Class A-1      $128,029,274.00        Adjustable(1)        $ 25,000            $1
Class A-2      $120,808,564.00        Adjustable(1)        $ 25,000            $1
Class A-IO        (2)                    7.00%(3)          $100,000            $1
Class P        $        100.00        Variable(4)          $    100            N/A
Class R        $        100.00        Variable(4)          $    100            N/A
Class M-1      $ 32,832,796.00        Adjustable(1)        $ 25,000            $1
Class M-2      $ 29,376,712.00        Adjustable(1)        $ 25,000            $1
Class B-1      $ 20,736,503.00        Adjustable(1)        $ 25,000            $1
Class B-2      $ 13,824,335.49           12.00%            $ 25,000            $1
Class X-1      $          2.61(5)     Variable(6)          $ 25,000            $1
Class X-2      $          0               0.00%               N/A              N/A
============================================================================================
</TABLE>
--------------
(1)  The Class A-1, Class A-2, Class M-1, Class M-2 and Class B-1 Certificates
     are adjustable rate and will receive interest pursuant to formulas based on
     LIBOR, subject to a cap and a floor.

(2)  These Certificates are interest only certificates, will have no principal
     balance and will accrue interest on their related notional amount for the
     first 36 Distribution Dates. For any Distribution Date, the notional amount
     of the Class A-IO Certificates will be equal to the lesser of (i) the
     Notional Amount for such Distribution Date and (ii) the Aggregate Loan
     Balance immediately prior to such Distribution Date. The initial notional
     amount of the Class A-IO Certificates is $127,232,254.

(3)  The Pass-Through Rate on the Class A-IO Certificates for the first 36
     Distribution Dates will be equal to the lesser of (a) 7.00% per annum and
     (b) the Net Rate Cap; thereafter, the Pass-Through Rate on the Class A-IO
     Certificates will be equal to 0.00% per annum.

(4)  The initial pass-through rates on the Class P and Class R Certificates will
     be approximately 11.81% per annum and will vary after the first
     Distribution Date.

(5)  The Class X-1 Certificates will have an initial principal balance of $2.61
     and will accrue interest on its notional amount. For any Distribution Date,
     the notional amount of the Class X-1 Certificates will be equal to the
     Aggregate Loan Balance immediately prior to such Distribution Date. The
     initial notional amount of the Class X-1 Certificates is $345,608,387.10.

(6)  The Class X-1 Certificates are adjustable rate and will accrue interest on
     a notional amount.

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



                                        5

<PAGE>



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

ERISA-Restricted Certificates....  Class R, Class P, Class B-2 and Class X
                                   Certificates.

LIBOR Certificates...............  Class A-1, Class A-2, Class M-1, Class M-2
                                   and Class B-1 Certificates.

Notional Amount Certificates.....  Class A-IO and Class X-1 Certificates.

Class A Certificates.............  Class A-1, Class A-2 and Class A-IO
                                   Certificates.

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

Class M Certificates.............  Class M-1 and Class M-2 Certificates.

Offered Certificates.............  All Classes of Certificates (other than the
                                   Class P, Class B-2 and Class X Certificates).

Physical Certificates............  Class R, Class P, Class B-2 and Class X
                                   Certificates.

Private Certificates.............  Class P, Class B-2 and Class X Certificates.

Rating Agencies..................  S&P and Moody's.

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

Residual Certificates............  Class R Certificates.

Senior Certificates..............  Class A-1, Class A-2, Class A-IO, Class P
                                   and Class R Certificates.

Subordinate Certificates.........  Class M-1, Class M-2, Class B-1, Class B-2
                                   and Class X-1 Certificates.

Minimum Denominations............  Class A-1, Class A-2, Class M-1, Class M-2,
                                   Class B-1 and Class B-2 Certificates: $25,000
                                   and multiples of $1 in excess thereof. Class
                                   A-IO Certificates: $100,000 and multiples of
                                   $1 in excess thereof. Class R and Class P
                                   Certificates: $100. The Class X-1
                                   Certificates will be issued as a single
                                   Certificate with a Certificate Principal
                                   Balance of $2.61. The Class X-2 Certificates
                                   will not have a principal balance.



                                        6

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

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

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

          Adjusted Net WAC Rate: For the September 2001 Distribution Date
through the August 2004 Distribution Date, a per annum rate equal to (1) the
weighted average of the Net Mortgage Rates of the Mortgage Loans as of the first
day of the month preceding the month in which such Distribution Date occurs
minus (2) the Pass-Through Rate for the Class A-IO Certificates for such
Distribution Date multiplied by a fraction, the numerator of which is (x) the
Notional Amount of the Class A-IO Certificates immediately prior to such
Distribution Date, and the denominator of which is (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the month
preceding the month in which such Distribution Date occurs. For any subsequent
Distribution Date, the weighted average of the Net Mortgage Rates of the
Mortgage Loans. For federal income tax purposes, however, the equivalent of the
foregoing, expressed as a per annum rate (but not less than zero) equal to the
weighted average of (x) the Uncertificated REMIC 1 Pass-Through Rate with
respect to REMIC 1 Regular Interest LT-1 for such Distribution Date and(y) the
excess, if any, of (1) the Uncertificated REMIC I Pass-Through Rate with respect
to REMIC I Regular Interest LT-37 for such Distribution Date over (2) (A) in the
case of the Distribution Date in September 2001 through the Distribution Date in
August 2004, 7.00% per annum and (B) in the case of any Distribution Date
thereafter, 0.00% per annum; weighted, (i) for the Distribution Date in
September 2001, in the case of clause (x), on the basis of the Uncertificated
Principal Balance of REMIC I Regular Interest LT-1, and in the case of clause
(y), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-2 through LT-37, (ii) for the Distribution Date in October
2001, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 and LT-2, and in the case
of clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-3 through LT-37, (iii) for the Distribution Date in
November 2001, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-3, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-4 through
LT-37, (iv) for the Distribution Date in December 2001, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-4, and in the case of clause (y), on the basis
of the aggregate Uncertificated Principal Balance of REMIC I Regular Interests
LT-5 through LT-37, (v) for the Distribution Date in January 2002, in the case
of clause (x), on the basis of the aggregate Uncertificated Principal Balances
of REMIC I Regular Interests LT-1 through LT-5, and in the case of clause (y),
on the basis of the aggregate Uncertificated Principal Balance of REMIC I
Regular Interests LT-6 through LT-37, (vi) for the Distribution Date in February
2002, in the case of clause


                                        7

<PAGE>



(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT- 1 through LT-6, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-7 through LT-37, (vii) for the Distribution Date in March 2002, in
the case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT-7, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-8 through LT-37, (viii) for the Distribution Date
in April 2002, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-8, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-9 through
LT-37, (ix) for the Distribution Date in May 2002, in the case of clause (x), on
the basis of the aggregate Uncertificated Principal Balances of REMIC I Regular
Interests LT-1 through LT-9, and in the case of clause (y), on the basis of the
aggregate Uncertificated Principal Balance of REMIC I Regular Interests LT-10
through LT-37, (x) for the Distribution Date in June 2002, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-10, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-11 through LT-37, (xi) for the Distribution Date in July 2002, in
the case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT-11, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-12 through LT-37, (xii) for the Distribution Date
in August 2002, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-12, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-13 through
LT-37, (xiii) for the Distribution Date in September 2002, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-13, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-14 through LT-37, (xiv) for the Distribution Date in October 2002,
in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT- 14, and in the
case of clause (y), on the basis of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-15 through LT-37, (xv) for the
Distribution Date in November 2002, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-15, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-16 through
LT-37, (xvi) for the Distribution Date in December 2002, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-16, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-17 through LT-37, (xvii) for the Distribution Date in January 2003,
in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT-17, and in the
case of clause (y), on the basis of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-18 through LT-37, (xviii) for the
Distribution Date in February 2003, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-18, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-19 through
LT-37, (xix) for the Distribution Date in March 2003, in the case of clause (x),
on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT- 19, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of


                                        8

<PAGE>



REMIC I Regular Interests LT-20 through LT-37, (xx) for the Distribution Date in
April 2003, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-20, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-21 through
LT-37, (xxi) for the Distribution Date in May 2003, in the case of clause (x),
on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-21, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-22 through LT-37, (xxii) for the Distribution Date in June 2003, in
the case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT- 22, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-23 through LT-37, (xxiii) for the Distribution Date
in July 2003, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-23, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-24 through
LT-37, (xxiv) for the Distribution Date in August 2003, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-24, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-25 through LT-37, (xxv) for the Distribution Date in September
2003, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT-25, and in the
case of clause (y), on the basis of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-26 through LT-37, (xxvi) for the
Distribution Date in October 2003, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-26, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-27 through
LT-37, (xxvii) for the Distribution Date in November 2003, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-27, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-28 through LT-37, (xxviii) for the Distribution Date in December
2003, in the case of clause (x), on the basis of the aggregate Uncertificated
Principal Balances of REMIC I Regular Interests LT-1 through LT-28, and in the
case of clause (y), on the basis of the aggregate Uncertificated Principal
Balance of REMIC I Regular Interests LT-29 through LT-37, (xxix) for the
Distribution Date in January 2004, in the case of clause (x), on the basis of
the aggregate Uncertificated Principal Balances of REMIC I Regular Interests
LT-1 through LT-29, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-30 through
LT-37, (xxx) for the Distribution Date in February 2004, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-30, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-31 through-37, (xxxi) for the Distribution Date in March 2004, in
the case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT- 31, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-32 through LT-37, (xxxii) for the Distribution Date
in April 2004, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-32, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-33 through
LT-37, (xxxiii) for the Distribution Date in May 2004, in the case of clause
(x), on the basis of the aggregate


                                        9

<PAGE>



Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-33, and in the case of clause (y), on the basis of the aggregate
Uncertificated Principal Balance of REMIC I Regular Interests LT-34 through
LT-37, (xxxiv) for the Distribution Date in June 2004, in the case of clause
(x), on the basis of the aggregate Uncertificated Principal Balances of REMIC I
Regular Interests LT-1 through LT-34, and in the case of clause (y), on the
basis of the aggregate Uncertificated Principal Balance of REMIC I Regular
Interests LT-35 through LT-37, (xxxv) for the Distribution Date in July 2004, in
the case of clause (x), on the basis of the aggregate Uncertificated Principal
Balances of REMIC I Regular Interests LT-1 through LT-35, and in the case of
clause (y), on the basis of the aggregate Uncertificated Principal Balance of
REMIC I Regular Interests LT-36 and LT-37, (xxxvi) for the Distribution Date in
August 2004, in the case of clause (x), on the basis of the aggregate
Uncertificated Principal Balances of REMIC I Regular Interests LT-1 through
LT-36, and in the case of clause (y), on the basis of the Uncertificated
Principal Balance of REMIC I Regular Interest LT-37, respectively.

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

          Aggregate Loan Balance: As of any date of determination will be equal
to the aggregate of the Stated Principal Balances of the Mortgage Loans
determined as of such date.

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

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

          Applied Loss Amount: As to any Distribution Date, an amount equal to
the excess, if any of (i) the aggregate Class Principal Balance of the
Certificates, other than the Class A-IO Certificates, after giving effect to all
Realized Losses incurred with respect to the Mortgage Loans during the Due
Period for such Distribution Date and payments of principal on such Distribution
Date over (ii) the Aggregate Loan Balance for such Distribution Date.

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

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

          Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the transfer of the Mortgage to the Trustee for the benefit of the
Certificateholders.



                                       10

<PAGE>



          Available Funds: With respect to any Distribution Date the sum of (i)
all related Scheduled Payments (net of the related Expense Fees) due on the Due
Date in the month in which such Distribution Date occurs and received prior to
the related Determination Date, together with any Advances in respect thereof;
(ii) all related Insurance Proceeds and Liquidation Proceeds received during the
month preceding the month of such Distribution Date; (iii) all Curtailments and
Payoffs received during the Prepayment Period applicable to such Distribution
Date (excluding Prepayment Penalties); (iv) related amounts received with
respect to such Distribution Date as the Substitution Adjustment Amount or
Repurchase Price; and (v) related Compensating Interest Payments for such
Distribution Date; as to clauses (i) through (iv) above, reduced by amounts in
reimbursement for Advances previously made and other amounts as to which the
Servicers are entitled to be reimbursed pursuant to Section 3.08.

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

          Basis Risk Shortfall: For any Class of LIBOR Certificates and any
Distribution Date, the sum of: (i) the excess, if any, of the related Current
Interest calculated on the basis of the lesser of (x) LIBOR plus the applicable
Certificate Margin and (y) the Maximum Interest Rate over the related Current
Interest for the applicable Distribution Date; (ii) any Basis Risk Shortfall
remaining unpaid from prior Distribution Dates; and (iii) 30 days interest on
the amount in clause (ii) calculated at a per annum rate equal to the lesser of
(x) the LIBOR plus the applicable Certificate Margin and (y) Maximum Interest
Rate.

          Book-Entry Certificates: As specified in the Preliminary Statement.

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

          Carryforward Interest: For any Class of Certificates and any
Distribution Date, the sum of (1) the amount, if any, by which (x) the sum of
(A) Current Interest for such Class for the immediately preceding Distribution
Date and (B) any unpaid Carryforward Interest from previous Distribution Dates
exceeds (y) the amount paid in respect of interest on such Class on such
immediately preceding Distribution Date, and (2) interest on such amount for the
related Interest Accrual Period at the applicable Pass-Through Rate.

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

          Certificates: As specified in the Preliminary Statement.

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


                                       11

<PAGE>



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

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

          Certificate Margin: As to each Class of LIBOR Certificates, the
applicable amount set forth below:



            CLASS                     CERTIFICATE MARGIN
         -------------           -------------------------------
                                     (1)               (2)
             A-1                    0.30%             0.60%
             A-2                    0.35%             0.70%
             M-1                    1.00%             1.50%
             M-2                    1.45%             1.95%
             B-1                    2.85%             3.35%
-----------------
(1)   On or prior to the Optional Termination Date.

(2)   After the Optional Termination Date.

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

          Certificate Register: The register maintained pursuant to Section
5.02.

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


                                       12

<PAGE>



affiliate of the Depositor in determining which Certificates are registered in
the name of an affiliate of the Depositor.

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

          Class A-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period is approximately 3.88% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

          Class A-2 Pass-Through Rate: With respect to the initial Interest
Accrual Period is approximately 3.93% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

          Class A-IO Notional Amount: With respect to any Distribution Date will
equal the lesser of (i) the amount set forth on Schedule VI attached hereto for
such Distribution Date and (ii) the Aggregate Loan Balance. For federal income
tax purposes, however, the Class A-IO Certificate will not have a notional
amount but instead will be entitled to 100% of the interest payable on REMIC 2
Regular Interest MT-IO.

          Class B-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period is approximately 6.43% per annum, and as to any Interest Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i) the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

          Class B-2 Capped Pass-Through Rate: With respect to any Interest
Accrual Period, a per annum rate equal to the lesser of the Class B-2
Pass-Through Rate for such Interest Accrual Period and the Adjusted Net WAC Rate
for such Interest Accrual Period. For federal income tax purposes, however, the
equivalent of the foregoing, expressed as a per annum rate equal to the lesser
of the Class B-2 Pass-Through Rate for such Interest Accrual Period and the
REMIC 2 Net Wac Rate for such Interest Accrual Period.

          Class B-2 Pass-Through Rate: On or prior to the Optional Termination
Date, 12.00% per annum. After the Optional Termination Date, 12.50% per annum.

          Class B-1 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balances of the Class A-1, Class A-2,
Class P, Class R, Class M-1 and Class M-2 Certificates, in each case, after
giving effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class B-1 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 86.50% and (ii) the
Aggregate Loan Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
0.50% of the Aggregate Loan Balance as of the Cut-off Date.


                                       13

<PAGE>



          Class B-2 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balances of the Class A-1, Class A-2,
Class P, Class R, Class M-1, Class M-2 and Class B-1 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii) the Class
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 94.50% and
(ii) the Aggregate Loan Balance for such Distribution Date and (B) the amount,
if any, by which (i) the Aggregate Loan Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off Date.

          Class M-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period is 4.58% per annum, and as to any Interest Accrual Period
thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR
plus the related Certificate Margin and (ii) the Net Funds Cap.

          Class M-1 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balances of the Class A-1, Class A-2,
Class P and Class R Certificates after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 57.50% and (ii) the Aggregate Loan Balance for such
Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Balance as of the Cut-off Date.

          Class M-2 Pass-Through Rate: With respect to the initial Interest
Accrual Period is 5.03% per annum, and as to any Interest Accrual Period
thereafter, will be a per annum rate equal to the lesser of (i) the sum of LIBOR
plus the related Certificate Margin and (ii) the Net Funds Cap.

          Class M-2 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event has not occurred with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balances of the Class A-1, Class A-2,
Class P, Class R and Class M-1 Certificates, in each case, after giving effect
to payments on such Distribution Date and (ii) the Class Principal Balance of
the Class M-2 Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 74.50% and (ii) the Aggregate Loan
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Loan Balance as of the Cut-off Date.

          Class X-1 Distributable Amount: With respect to any Distribution Date,
the amount of interest accrued during the related Interest Accrual Period at the
related Pass-Through Rate on the Class X-1 Notional Amount for such Distribution
Date.

          Class X-1 Notional Amount: Immediately prior to any Distribution Date,
with respect to the Class X-1 Certificates, an amount equal to the aggregate of
the Uncertificated Principal Balances of the REMIC 2 Regular Interests (other
than REMIC 2 Regular Interests MT-P, MT-R and MT-IO).


                                       14

<PAGE>



          Class P Pass-Through Rate: With respect to any Distribution Date and
the Class P Certificates, a per annum rate equal to the weighted average of the
Net Mortgage Rates for the Mortgage Loans. For federal income tax purposes,
however, with respect to any Distribution Date and the Class P Certificates, the
equivalent of the foregoing, expressed as a per annum rate equal to the weighted
average of the Uncertificated Pass-Through Rate for REMIC 2 Regular Interest
MT-P.

          Class Principal Balance: With respect to any Class and as to any date
of determination, the aggregate of the Certificate Balances of all Certificates
of such Class as of such date.

          Class R Pass-Through Rate: With respect to any Distribution Date, a
per annum rate equal to the weighted average of the Net Mortgage Rates for the
Mortgage Loans. For federal income tax purposes, however, with respect to any
Distribution Date, a per annum rate equal to the weighted average of the
Uncertificated Pass-Through-Rate for REMIC 2 Regular Interest MT-R.

          Closing Date: August 29, 2001.

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

          Collection Accounts: The accounts established and maintained by a
Servicer in accordance with Section 3.05.

          Combined Loan-to-Value Ratio: With respect to any Mortgage Loan and as
to any date of determination, the fraction (expressed as a percentage) the
numerator of which is the sum of (i) principal balance of the related Mortgage
Loan at such date of determination and (ii) the principal balance of the related
First Mortgage Loan as of the date of origination of that Mortgage Loan and the
denominator of which is the Appraised Value of the related Mortgaged Property.

          Compensating Interest Payment: For any Distribution Date, an amount to
be paid by the applicable Servicer for such Distribution Date, equal to the
lesser of (i) an amount equal to one half of the monthly Servicing Fee Rate on
the Mortgage Loans being serviced by the related Servicer otherwise payable to
the related Servicer on such Distribution Date (prior to giving effect to any
Scheduled Payments due on such Mortgage Loans on such Due Date) and (ii) the
aggregate Prepayment Interest Shortfall for the Mortgage Loans being serviced by
the related Servicer for the related Prepayment Period.

          Corporate Trust Office: The designated office of the Trustee in the
State of New York at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at 450 West 33 Street, rd 14th
Floor, New York, New York 10001, Attention: ITS: CSFB-2001-S18.

          Corresponding Certificate: With respect to (i) REMIC 2 Regular
Interest MT-P, (ii) REMIC 2 Regular Interest MT-R, (iii) REMIC 2 Regular
Interest MT-2, (iv) REMIC 2 Regular Interest MT-3, (v) REMIC 2 Regular Interest
MT-4, (vi) REMIC 2 Regular Interest MT-5, (vii) REMIC 2 Regular Interest MT-6,
and (viii) REMIC 2 Regular Interest MT-7, the (i) Class P


                                       15

<PAGE>



Certificates, (ii) Class R Certificates, (iii) Class A-1 Certificates, (iv)
Class A-2 Certificates, (v) Class M-1 Certificates, (vi) Class M-2 Certificates,
(vii) Class B-1 Certificates and (viii) Class B-2 Certificates, respectively.

          Corresponding Uncertificated Interest: With respect to (i) REMIC 1
Regular Interest LT-P and (ii) REMIC 1 Regular Interest LT-R, (i) REMIC 2
Regular Interest MT-P; and (ii) REMIC 2 Regular Interest MT-R, respectively.

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

          Cumulative Loss Event: For any Distribution Date, a Cumulative Loss
Event is occurring if cumulative Realized Losses on the Mortgage Loans equal or
exceed the percentage of the Aggregate Loan Balance as of the Cut-off Date for
that Distribution Date as specified below:

                                                PERCENTAGE OF AGGREGATE
                 DISTRIBUTION DATE                    LOAN BALANCE
     -----------------------------------------  -----------------------
     September 2001 - August 2004..............          N.A.
     September 2004 - August 2005..............          4.75%
     September 2005 - August 2006..............          5.75%
     September 2006 - August 2007..............          6.50%
     September 2007 - August 2008..............          6.75%
     September 2008 and thereafter.............          7.50%

          Cumulative Net Losses: As to any date of determination and with
respect to each Mortgage Loan deemed to be a Liquidated Mortgage Loan on or
prior to the last day of the preceding Due Period, the amount by which the
aggregate principal balance of, and accrued interest on, such Liquidated
Mortgage Loan exceeds the Net Liquidation Proceeds for such Mortgage Loan
allocated to principal and accrued interest.

          Current Interest: For any Class of Certificates and Distribution Date,
the amount of interest accruing at the applicable Pass-Through Rate on the
related Class Principal Balance, or Notional Amount, as applicable, of such
Class during the related Interest Accrual Period; provided, that if and to the
extent that on any Distribution Date the Interest Remittance Amount is less than
the aggregate distributions required pursuant to Section 4.02(b)(i)A-F without
regard to this proviso, then the Current Interest on each such Class will be
reduced, on a pro rata basis in proportion to the amount of Current Interest for
each Class without regard to this proviso, by the lesser of (i) the amount of
the deficiency described above in this proviso and (ii) the related Interest
Shortfall for such Distribution Date.

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



                                       16

<PAGE>



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

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

          Cut-off Date: August 1, 2001.

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

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

          Deferred Amount: For any Class of Class M or Class B Certificates and
any Distribution Date, will equal the amount by which (x) the aggregate of the
Applied Loss Amounts previously applied in reduction of the Class Principal
Balance thereof exceeds (y) the aggregate of amounts previously paid in
reimbursement thereof.

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

          Deleted Mortgage Loan: As defined in Section 2.03.

          Delinquency Rate: For any month, a fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding principal
balance of all Mortgage Loans 60 or more days delinquent (including all
foreclosures, bankruptcies and REO Properties) as of the close of business on
the last day of such month, and the denominator of which is the Aggregate Loan
Balance as of the close of business on the last day of such month.

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

          Depositor: Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.

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



                                       17

<PAGE>



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

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

          Distribution Date: The 25 day of each month or if such day is not a
Business Day, the first Business Day thereafter, commencing in September, 2001.

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

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

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

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

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

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

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


                                       18

<PAGE>



     Banks or any agency or instrumentality of the United States of America
     rated AA or higher by the Rating Agencies;

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

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

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

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

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

          (vii) which may be 12b-1 funds as contemplated under the rules
     promulgated by the Securities and Exchange Commission under the Investment
     Company Act of 1940) having ratings in the highest available rating
     category of Moody's and one of the two highest available rating categories
     of S&P at the time of such investment (any such money market


                                       19

<PAGE>



     funds which provide for demand withdrawals being conclusively deemed to
     satisfy any maturity requirements for Eligible Investments set forth
     herein) including money market funds of the Servicers or the Trustee and
     any such funds that are managed by the Servicer or the Trustee or their
     respective Affiliates or for the Servicers or the Trustee or any Affiliate
     of either acts as advisor, as long as such money market funds satisfy the
     criteria of this subparagraph (vii); and

          (viii) such other investments the investment in which will not, as
     evidenced by a letter from each of the Rating Agencies, result in the
     downgrading or withdrawal of the Ratings of the Certificates.

provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations.

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

          ERISA-Restricted Certificates: As specified in the Preliminary
Statement.

          Escrow Account: The separate account or accounts created and
maintained by each Servicer pursuant to Section 3.06.

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

          Event of Default: As defined in Section 7.01.

          Expense Fees: As to each Mortgage Loan, the sum of the related
Servicing Fee, the Loss Mitigation Fee and the Trustee Fee.

          Expense Fee Rate: As to each Mortgage Loan, the sum of the related
Servicing Fee Rate, the Loss Mitigation Fee Rate and the Trustee Fee Rate.

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

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

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



                                       20

<PAGE>



          First Mortgage Loan: A Mortgage Loan that is secured by a first lien
on the Mortgaged Property securing the related Mortgage Note. Fitch: Fitch,
Inc., or any successor thereto, located at One State Street Plaza 32nd Floor,
New York, NY 10004.

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

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

          Foreclosure Restricted Loan: Any Mortgage Loan that is 60 or more days
delinquent as of the Closing Date, unless such Mortgage Loan has become current
for three consecutive Scheduled Payments after the Closing Date.

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

          Insurance Proceeds: Proceeds paid under any Insurance Policy covering
a Mortgage Loan to the extent the proceeds are not applied to the restoration of
the related Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Servicer would follow in servicing mortgage loans held
for its own account.

          Interest Accrual Period: With respect to each Distribution Date, (i)
with respect to the Class P, Class A-IO, Class R, Class B-2 and Class X-1
Certificates, the calendar month prior to the month of such Distribution Date,
(ii) with respect to the Class A-1, Class A-2, Class M-1, Class M-2 and Class
B-1 Certificates, the one-month period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs.

          Interest Remittance Amount: For any Distribution Date, an amount equal
to the sum of (1) all interest collected (other than Payaheads and Simple
Interest Excess, if applicable) or advanced in respect of Scheduled Payments on
the Mortgage Loans during the related Due Period, the interest portion of
Payaheads previously received and intended for application in the related Due
Period and the interest portion of all Payoffs and Curtailments received on the
Mortgage Loans during the related Prepayment Period, less (x) the Expense Fee
with respect to such Mortgage Loans and (y) unreimbursed Advances and other
amounts due to a Servicer or the Trustee with respect to such Mortgage Loans, to
the extent allocable to interest, (2) all Compensating Interest Payments paid by
each Servicer with respect to the Mortgage Loans it is servicing and such
Distribution Date, (3) the portion of any Substitution Adjustment Amount or
Repurchase Price paid with respect to such Mortgage Loans during the calendar
month immediately preceding the Distribution Date allocable to interest, (4) all
Net Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net
of unreimbursed Advances, Servicing Advances and expenses, to the extent
allocable to interest, and unpaid Servicing Fees) collected with respect to the
Mortgage Loans during the prior calendar month, to the extent allocable to
interest and (5) any amounts withdrawn from the Simple Interest Excess
Sub-Account to pay interest on the Certificates with respect to such
Distribution Date. If on


                                       21

<PAGE>



any Determination Date the amount deposited into the Collection Account with
respect to Compensating Interest is the amount calculated in clause (ii) of the
definition of Compensating Interest Payment for such Distribution Date, any
remaining Servicing Fee shall be available to cover any Net Simple Interest
Shortfalls remaining on such Distribution Date, after giving effect to the
withdrawal from the Simple Interest Excess Sub-Account pursuant to Section
3.06(f) on such Distribution Date.

          Interest Shortfall: For any Distribution Date, the aggregate
shortfall, if any, in collections of interest for the previous month (adjusted
to the related Net Mortgage Rate) on Mortgage Loans resulting from (a) Principal
Prepayments received during the related Prepayment Period to the extent not
covered by Compensating Interest and (b) Relief Act Reductions.

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

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

          Last Scheduled Distribution Date: With respect to each Class of
Certificates, other than the Class A-IO Certificates, the Distribution Date in
August 2031. With respect to the Class A-IO Certificates, the Distribution Date
in August 2004.

          Latest Possible Maturity Date: Solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" of all interests created in REMIC 1, REMIC 2 and REMIC 3 shall be August
25, 2031.

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

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



                                       22

<PAGE>



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

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

          Loan Group: Any of Loan Group 1 or Loan Group 2, as applicable.

          Loan Group 1: All Mortgage Loans identified as Loan Group 1 Mortgage
Loans on the Mortgage Loan Schedule.

          Loan Group 1 Senior Certificates: Class A-1 Certificates.

          Loan Group 2: All Mortgage Loans identified as Loan Group 2 Mortgage
Loans on the Mortgage Loan Schedule.

          Loan Group 2 Senior Certificates: Class A-2 Certificates.

          Loss Mitigation Advisor: The Murrayhill Company, a Colorado
corporation.

          Loss Mitigation Advisory Agreement: The agreement among the Depositor
and the Loss Mitigation Advisor dated as of August 29, 2001.

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

          Loss Mitigation Fee Rate: 0.015% per annum.

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

          Marker Rate: With respect to the Class X-1 Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests
MT-2, MT-3, MT-4, MT-5, MT-6, MT-7 and MT-8, with the rates on REMIC 2 Regular
Interests MT-2, MT-3, MT-4, MT-5, and MT-6, MT-7 subject to a cap equal to the
lesser of (A) LIBOR plus the Certificate Margin for the Corresponding


                                       23

<PAGE>



Certificate and (B) the REMIC 2 Net WAC Rate for the purpose of this
calculation, with the rate on REMIC 2 Regular Interest MT-7 subject to a cap
equal to the lesser of (A) on or prior to the Optional Termination Date, 12.00%
per annum, and after the Optional Termination Date 12.00% per annum, and (B) the
REMIC 2 Net WAC Rate for the purpose of this calculation, and with the rate on
REMIC 2 Regular Interest MT-8 subject to a cap of zero for the purpose of this
calculation.

          Maximum Interest Rate: With respect to any Class of LIBOR Certificates
and any Distribution Date, an annual rate equal to the weighted average of the
Mortgage Rates of the Mortgage Loans minus the weighted average Expense Fee
Rate.

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

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

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

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

          Monthly Excess Cashflow: For any Distribution Date, an amount equal to
the sum of the Monthly Excess Interest and Overcollateralization Release Amount,
if any, for such date.

          Monthly Excess Interest: As to any Distribution Date, the sum of (A)
the Interest Remittance Amount remaining after the application of payments
pursuant to clauses A. through F. of Section 4.02(b)(i) plus (B) the Principal
Payment Amount remaining after the application of payments pursuant to clauses
A. through E. of Section 4.02(b)(ii) or (iii).

          Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.06.

          Moody's: Moody's Investors Service, Inc., or any successor thereto.
For purposes of Section 10.05(b) the address for notices to Moody's shall be
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Pass-Through Monitoring, or such other address as Moody's
may hereafter furnish to the Depositor, each Servicer and the Trustee.

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

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



                                       24

<PAGE>



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

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

          (i) the Mortgage Loan identifying number;

          (ii) the Mortgagor's name;

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

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

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

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

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

          (viii) the stated maturity date;

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

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

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

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

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

          (xiv) the Originator of the related Mortgage Loan;

          (xv) the Servicing Fee Rate;



                                       25

<PAGE>



          (xvi) the related sub-servicer;

          (xvii) a code indicating whether a Mortgage Loan is subject to a
     Prepayment Penalty;

          (xviii) the amount of the Prepayment Penalty with respect to each
     Mortgage Loan and a code identifying whether such Prepayment Penalty is
     related to a Curtailment or Payoff;

          (xix) whether such Mortgage Loan is a Simple Interest Loan;

          (xx) whether such Mortgage Loan is a Balloon Loan;

          (xxi) whether such Mortgage Loan is in Loan Group 1 or Loan Group 2;
     and

          (xxii) whether such Mortgage Loan is a Wilshire Serviced Loan or a
     Vesta Serviced Loan.

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

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

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

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

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

          Mortgaged Property: The underlying real property securing a Mortgage
Loan.

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

          Net Excess Spread: With respect to any Distribution Date and Loan , a
fraction, expressed as a percentage, the numerator of which is equal to the
excess of (x) the aggregate Stated Principal Balance for such Distribution Date
of the Mortgage Loans, multiplied by the weighted average Net Mortgage Rate of
such Mortgage Loans over (y) the Interest Remittance Amount for such
Distribution Date, and the denominator of which is an amount equal to the
aggregate Stated Principal Balance for such Distribution Date of the Mortgage
Loans, multiplied by the actual number of days elapsed in the related Interest
Accrual Period divided by 360.

          Net Funds Cap: As to any Distribution Date, will be a per annum rate
equal to (a) a fraction, expressed as a percentage, (a) the numerator of which
is (1) the amount of interest accrued


                                       26

<PAGE>



on the Mortgage Loans for such date, minus (2) the sum of (i) the Expense Fee
and (ii) the Current Interest for the Class A-IO Certificates for such date, and
(b) the denominator of which is the product of (i) the Aggregate Loan Balance
immediately preceding such Distribution Date (or as of the Cut-off Date in the
case of the first Distribution Date), multiplied by (ii) the actual number of
days in the related Interest Accrual Period. For federal income tax purposes,
however, as to any Distribution Date will be the equivalent of the foregoing,
expressed as a per annum rate equal to the weighted average of the
Uncertificated Pass-Through Rates on the REMIC 2 Regular Interests other than
REMIC 2 Regular Interests MT-II-IO, MT-P and MT-R.

          Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the Mortgage Rate less the related Expense Fee Rate.

          Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls during
the Prepayment Period exceeds the Compensating Interest Payment for such
Distribution Date.

          Net Rate Cap: As to any Distribution Date, will be a per annum rate
equal to (a) a fraction, expressed as a percentage, (a) the numerator of which
is 12 times the excess of (1) the amount of interest accrued on the Mortgage
Loans for such date, minus (2) the Expense Fee, and (b) the denominator of which
is the Aggregate Loan Balance immediately preceding such Distribution Date (or
as of the Cut-off Date in the case of the first Distribution Date).

          Net Simple Interest Excess: As of any Distribution Date, the excess,
if any, of the aggregate amount of Simple Interest Excess over the amount of
Simple Interest Shortfall.

          Net Simple Interest Shortfall: As of any Distribution Date, the
excess, if any, of the aggregate amount of Simple Interest Shortfall over the
amount of Simple Interest Excess.

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

          Notional Amount: Any of the Class A-IO Notional Amount or Class X-1
Notional Amount, as the context requires.

          Notional Amount Certificates: As specified in the Preliminary
Statement.

          Offered Certificates: As specified in the Preliminary Statement.

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



                                       27

<PAGE>



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

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

          Optional Termination Date: The first date on which the Optional
Termination may be exercised.

          Optional Termination Holder: The Person who may terminate the trust
pursuant to Section 9.01, which shall be the Majority in Interest Class X-1
Certificateholder; provided however that if the Majority in Interest Class X-1
Certificateholder is the Seller or Credit Suisse First Boston Corporation, or an
Affiliate of the Seller or Credit Suisse First Boston Corporation, then the
Optional Termination Holder shall be Vesta or any successor servicer servicing
the Vesta Serviced Loans.

          OTS: The Office of Thrift Supervision.

          Outsourcer: As defined in Section 3.02.

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

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

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

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

          Overcollateralization Amount: For any Distribution Date, an amount
equal to the amount, if any, by which (x) the Aggregate Loan Balance for such
Distribution Date exceeds (y) the aggregate Class Principal Balance of the
Certificates after giving effect to payments on such Distribution Date.

          Overcollateralization Release Amount: For any Distribution Date, an
amount equal to the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the amount, if any, by which (1) the
Overcollateralization Amount for such date, calculated for this purpose on the
basis of the assumption that 100% of the aggregate of the Principal Remittance
Amount for such


                                       28

<PAGE>



date is applied on such date in reduction of the aggregate of the Class
Principal Balances of the Certificates, exceeds (2) the Targeted
Overcollateralization Amount for such date.

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

          Pass-Through Rate: With respect to the Class A-IO Certificates and
Class B-2 Certificates, the per annum rate set forth in the Preliminary
Statement. With respect to the Class A-1, Class A-2, Class R, Class P, Class
M-1, Class M-2 and Class B-1 Certificates, the Class A-1 Pass-Through Rate,
Class A-2 Pass-Through Rate, Class R Pass-Through Rate, Class P Pass-Through
Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate and Class B-1
Pass-Through Rate.

          With respect to the Class A-IO Certificates and each Interest Accrual
Period, the lesser of 7.00% per annum and the Net Rate Cap for the September
2001 through August 2004 Distribution Dates, and 0.00% per annum thereafter;
provided, however, for federal income tax purposes, the Class A-IO Certificate
will not have a Pass-Through Rate but will pay an amount equal to 100% of the
amount paid on REMIC 2 Regular Interest MT-IO.

          With respect to the Class X-1 Certificates and any Distribution Date,
a per annum rate equal to the percentage equivalent of a fraction, the numerator
of which is the sum of the amounts calculated pursuant to clauses (A) through
(H) below, and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 2 Regular Interest MT-1, REMIC 2 Regular Interest
MT-2, REMIC 2 Regular Interest MT-3, REMIC 2 Regular Interest MT-4, REMIC 2
Regular Interest MT-5, REMIC 2 Regular Interest MT-6, REMIC 2 Regular Interest
MT-7 and REMIC 2 Regular Interest MT-8. For purposes of calculating the
Pass-Through Rate for the Class X-1 Certificates, the numerator is equal to the
sum of the following components:

          (A)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-1 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-1;

          (B)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-2 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-2;

          (C)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-3 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-3;

          (D)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-4 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-4;



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<PAGE>



          (E)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-5 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-5;

          (F)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-6 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-6;

          (G)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-7 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-7;

          (H)  the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
               Interest MT-8 minus the Marker Rate, applied to an amount equal
               to the Uncertificated Principal Balance of REMIC 2 Regular
               Interest MT-8.

          Payahead: Any Scheduled Payment intended by the related Mortgagor to
be applied in a Due Period subsequent to the Due Period in which such payment
was received.

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

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

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


                                       30

<PAGE>



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

          Physical Certificates: As specified in the Preliminary Statement.

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

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

          Prepayment Period: With respect to each Distribution Date and each
Payoff, the related "Prepayment Period" will be the calendar month preceding the
month in which the related Distribution Date occurs. With respect to each
Distribution Date and each Curtailment, the related "Prepayment Period" will be
the calendar month preceding the month in which the related Distribution Date
occurs. Principal Payment Amount: For any Distribution Date, an amount equal to
the Principal Remittance Amount for such date minus the Overcollateralization
Release Amount, if any, for such date.

          Principal Remittance Amount: For any Distribution Date, an amount
equal to the sum of (1) all principal collected (other than Payaheads) or
advanced in respect of Scheduled Payments on the Mortgage Loans during the
related Due Period (less unreimbursed Advances, Servicing Advances and other
amounts due to each Servicer and the Trustee with respect to the Mortgage Loans,
to the extent allocable to principal) and the principal portion of Payaheads
previously received and intended for application in the related Due Period, (2)
all Principal Prepayments on the Mortgage Loans received during the related
Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan
that was repurchased by the Seller, the Optional Termination Holder or the Class
X-2 Certificateholder during the calendar month immediately preceding such
Distribution Date, (4) the portion of any Substitution Adjustment Amount paid
with respect to any Deleted Mortgage Loans during the calendar month immediately
preceding such Distribution Date allocable to principal and (5) all Net
Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net of
unreimbursed Advances, Servicing Advances and other expenses, to the extent
allocable to principal) collected with respect to the Mortgage Loans during the
prior calendar month, to the extent allocable to principal.

          Principal Prepayment: Any payment of principal on a Mortgage Loan
which constitutes a Payoff or Curtailment.

          Prospectus Supplement: The Prospectus Supplement dated August 27, 2001
relating to the Offered Certificates.


                                       31

<PAGE>



          PUD: Planned Unit Development.

          Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability
rating of at least "AA" or equivalent rating by at least two nationally
recognized statistical rating organizations. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date.

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

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

          Ratings: As of any date of determination, the ratings, if any, of the
Certificates as assigned by the Rating Agencies.

          Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or greater than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due
Date as to which interest was last paid or advanced (and not reimbursed) to the
related Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan.



                                       32

<PAGE>



          Record Date: With respect to the Certificates (other than the Class
A-1, Class A-2, Class M-1, Class M-2 and B-1 Certificates) and any Distribution
Date, the close of business on the last Business Day of the month preceding the
month in which such applicable Distribution Date occurs. With respect to the
Class A-1, Class A-2, Class M-1, Class M-2 and B-1 Certificates which are
Book-Entry Certificates and any Distribution Date, the close of business on the
Business Day preceding such Distribution Date.

          Reference Bank Rate: With respect to any Interest Accrual Period, as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits
for one month which are offered by the Reference Banks as of 11:00 A.M., London,
England time, on the second LIBOR Business Day prior to the first day of such
Interest Accrual Period to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the LIBOR Certificates; provided that at least two such
Reference Banks provide such rate. If fewer than two offered rates appear, the
Reference Bank Rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Trustee, as of 11:00 a.m.,
New York time, on such date for loans in U.S. Dollars to leading European Banks
for a period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the Class I-A-1 and Class I-A-4 Certificates, with respect
to LIBOR for Group I and (ii) the aggregate Class Principal Balance of the Class
II-A-1, Class II-M-1, Class II-M-2 and Class II-B Certificates, with respect to
LIBOR for . If no such quotations can be obtained, the Reference Bank Rate shall
be LIBOR applicable to the preceding Distribution Date; provided however, that
if, under the priorities indicated above, LIBOR for a Distribution Date would be
based on LIBOR for the previous Payment Date for the third consecutive
Distribution Date, the Trustee shall select an alternative comparable index over
which the Trustee has no control, used for determining one-month Eurodollar
lending rates that is calculated and published or otherwise made available by an
independent party.

          Reference Banks: Barclays Bank PLC, National Westminster Bank and
Abbey National PLC.

          Regular Certificates: As specified in the Preliminary Statement.

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

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

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

          REMIC 1: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement


                                       33

<PAGE>



(other than any Prepayment Premiums), 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, including the Primary Insurance Policy, required to be
maintained pursuant to this Agreement and any proceeds thereof and, (iv) the
Collection Account and the Certificate Account (subject to the last sentence of
this definition) and such assets that are deposited therein from time to time
and any investments thereof. Notwithstanding the foregoing, however, a REMIC
election will not be made with respect to the Reserve Fund.

          REMIC 1 Net Wac Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the related REMIC 1 Pass-Through
Rates on the REMIC 1 Regular Interests, weighted on the basis of the respective
Uncertificated Principal Balances thereof immediately preceding such
Distribution Date.

          REMIC 1 Regular Interest LT-1: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-1 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-2: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-2 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-3: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-3 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-4: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-4 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-5: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-5 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal,


                                       34

<PAGE>



subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

          REMIC 1 Regular Interest LT-6: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-6 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-7: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-7 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-8: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-8 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-9: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-9 shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-10: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-10 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-11: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-11 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.



                                       35

<PAGE>



          REMIC 1 Regular Interest LT-12: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-12 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-13: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-13 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-14: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-14 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-15: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-15 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-16: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-16 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-17: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-17 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-18: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-18 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal,


                                       36

<PAGE>



subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

          REMIC 1 Regular Interest LT-19: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-19 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-20: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-20 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-21: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-21 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-22: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-22 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-23: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-23 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-24: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-24 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.



                                       37

<PAGE>



          REMIC 1 Regular Interest LT-25: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-25 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-26: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-26 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-27: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-27 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-28: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-28 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-29: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-29 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto. 0 REMIC 1 Regular Interest LT-30: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-30 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-31: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-31 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal,


                                       38

<PAGE>



subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

          REMIC 1 Regular Interest LT-32: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-32 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-33: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-33 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-34: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-34 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-35: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-35 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-36: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-36 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-37: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-37 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.



                                       39

<PAGE>



          REMIC 1 Regular Interest LT-P: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-P shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interest LT-R: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT-R shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 1 Regular Interests: REMIC 1 Regular Interest LT-1, LT-2, LT-3,
LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15,
LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26,
LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36, LT-37,
LT-P and LT-R.

          REMIC 2: The segregated pool of assets containing all of the REMIC 1
Regular Interests, with respect to which a REMIC election is to be made.

          REMIC 2 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 related REO Properties then
outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest MT-1 minus the Marker Rate, divided by (b) 12.

          REMIC 2 Net Wac Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the related REMIC 2 Pass-Through
Rates on the REMIC 2 Regular Interests (other than REMIC 2 Regular Interests
MT-IO, MT-P and MT-R), weighted on the basis of the respective Uncertificated
Principal Balances thereof immediately preceding such Distribution Date.

          REMIC 2 Overcollateralization Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC 2 Regular Interests minus (ii) the aggregate Uncertificated Principal
Balances of REMIC 2 Regular Interests MT-2, MT-3, MT- 4, MT-5, MT-6, MT-7, MT-R
and MT-P, in each case as of such date of determination.

          REMIC 2 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 related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate Uncertificated Principal Balance of REMIC 2 Regular Interests MT-2,
MT- 3, MT-4, MT-5, MT-6, MT-7, and the denominator of which is the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interests MT-2, MT-3, MT-4,
MT-5, MT-6, MT-7 and MT- 8.



                                       40

<PAGE>



          REMIC 2 Regular Interest MT-1: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-1 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-2: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-2 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-3: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-3 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-4: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-4 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-5: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-5 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-6: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-6 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-7: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-7 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal,


                                       41

<PAGE>



subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

          REMIC 2 Regular Interest MT-8: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-8 shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-8 Maximum Interest Deferral Amount: With
respect to any Distribution Date, the excess of (i) REMIC 2 Uncertificated
Accrued Interest calculated with the Uncertificated Pass-Through Rate for REMIC
2 Regular Interest MT-8 and an Uncertificated Principal Balance equal to the
excess of (x) the Uncertificated Principal Balance of REMIC 2 Regular Interest
MT-8 over (y) the REMIC 2 Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the sum of REMIC 2 Uncertificated Accrued Interest
on REMIC 2 Regular Interests MT-2, MT-3, MT-4, MT-5, MT-6, and MT-7, with the
rates on REMIC 2 Regular Interests MT-2, MT-3, MT-4, MT-5 and MT-6 subject to a
cap equal to the lesser of (a) LIBOR plus the Certificate Margin relating to the
Corresponding Certificate and (b) the Adjusted Net WAC Rate for the purpose of
this calculation for such Distribution Date and the rate on REMIC 2 Regular
Interest MT-8 subject to a cap equal to the lesser of (a) the Class B-2
Pass-Through Rate and (b) the Adjusted Net WAC Rate for the purpose of this
calculation for such Distribution Date.

          REMIC 2 Regular Interest MT-IO: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-IO shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to time, and shall not be entitled to distributions of principal.

          REMIC 2 Regular Interest MT-P: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-P shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interest MT-R: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MT-R shall accrue interest
at the related Uncertificated REMIC 2 Pass-Through 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 Principal Balance as set forth in the Preliminary Statement
hereto.

          REMIC 2 Regular Interests: REMIC 2 Regular Interest MT-1, REMIC 2
Regular Interest MT-2, REMIC 2 Regular Interest MT-3, REMIC 2 Regular Interest
MT-4, REMIC 2 Regular Interest MT-5, REMIC 2 Regular Interest MT-6, REMIC 2
Regular Interest MT-7, REMIC


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<PAGE>



2 Regular Interest MT-8, REMIC 2 Regular Interest MT-IO, REMIC 2 Regular
Interest MT-P and REMIC 2 Regular Interest MT-R.

          REMIC 2 Targeted Overcollateralization Amount: 1% of the Targeted
Overcollateralization Amount.

          REMIC 3: The segregated pool of assets consisting of all of the REMIC
2 Regular Interests conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R Certificates (in respect of
the Class R-3 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

          REMIC 3 Regular Interests: The Regular Certificates.

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

          REMIC Regular Interests: The REMIC 1 Regular Interests, REMIC 2
Regular Interests and Regular Certificates.

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

          Repurchase Price: With respect to any Mortgage Loan required to be
purchased by the Seller pursuant to this Agreement or purchased at the option of
the Optional Termination Holder or the Majority in Interest Holder of the Class
X-2 Certificates pursuant to this Agreement, an amount equal to the sum of (i)
100% of the unpaid principal balance of the Mortgage Loan on the date of such
purchase, and (ii) accrued unpaid interest thereon at the applicable Mortgage
Rate from the date through which interest was last paid by the Mortgagor to the
Due Date in the month in which the Repurchase Price is to be distributed to
Certificateholders.

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

          Required Basis Risk Reserve Fund Amount: With respect to any
Distribution Date on which the Net Excess Spread is less than 0.25%, the greater
of (a) $15,000 and (b) the product of 0.50% and the Aggregate Loan Balance. With
respect to any Distribution Date on which the Net Excess Spread is equal to or
greater than 0.25%, $5,000.

          Required Basis Risk Reserve Fund Deposit: With respect to any
Distribution Date on which the Net Excess Spread is less than 0.25%, the excess
of (i) the greater of (a) $15,000 and (b) product of 0.50% and the Aggregate
Loan Balance over (ii) the amount of funds on deposit in the Reserve Fund prior
to deposits thereto on such Distribution Date. With respect to any Distribution
Date on which the Net Excess Spread is equal to or greater than 0.25%, the
excess of


                                       43

<PAGE>



(i) $5,000 over (ii) the amount of funds on deposit in the Reserve Fund prior to
deposits thereto on such Distribution Date.

          Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.

          Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 4.09 in the name of the Trustee
for the benefit of the Certificateholders and designated "The Chase Manhattan
Bank in trust for registered holders of Credit Suisse First Boston Mortgage
Securities Corp., Mortgage Pass-Through Certificates, Series 2001-S18." Funds in
the Reserve Fund shall be held in trust for the holders of the Class A-1, Class
A-2, Class M-1, Class M-2, Class B-1 and Class B-2 Certificates for the uses and
purposes set forth in this Agreement. The Reserve Fund will be an "outside
reserve fund" within the meaning of Treasury regulation Section 1.860G-2(h)
established and maintained pursuant to Section 4.09. The Reserve Fund is not an
asset of any REMIC. Ownership of the Reserve Fund is evidenced by the Class X-1
Certificates.

          Residual Certificates: As specified in the Preliminary Statement.

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

          Rolling Three Month Delinquency Rate: For any Distribution Date will
be the fraction, expressed as a percentage, equal to the average of the
Delinquency Rates for each of the three (or one and two, in the case of the
first and second Distribution Dates, respectively) immediately preceding months.

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

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

          Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
pursuant to the terms of the related Mortgage Note.

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

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


                                       44

<PAGE>



          Seller: DLJ Mortgage Capital Inc.

          Senior Certificates: As specified in the Preliminary Statement.

          Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of the
aggregate Class Principal Balance of the Class M-1, Class M-2, Class B-1 and
Class B-2 Certificates and the Overcollateralization Amount (which, for purposes
of this definition only, shall not be less than zero), in each case after giving
effect to payments on such Distribution Date (assuming no Trigger Event is in
effect), and the denominator of which is the Aggregate Loan Balance for such
Distribution Date.

          Senior Principal Payment Amount: For any Distribution Date on or after
the Stepdown Date and as long as a Trigger Event is not in effect with respect
to such Distribution Date, will be the amount, if any, by which (x) the Class
Principal Balance of the Class A-1, Class A-2, Class P and Class R Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 38.50% and (ii) the Aggregate Loan Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of
the Cut-off Date.

          Servicer: Wilshire or Vesta, or their successors in interest, as
applicable, or any successor servicer appointed as provided herein.

          Servicer Employee: As defined in Section 3.18.

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

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

          Servicing Fee Rate: As to each Mortgage Loan, 0.50% per annum.

          Servicing Officer: With respect to each Servicer, any officer of that
Servicer involved in, or responsible for, the administration and servicing of
the related Mortgage Loans whose name


                                       45

<PAGE>



and specimen signature appear on a list of servicing officers furnished to the
Trustee by such Servicer on the Closing Date pursuant to this Agreement, as such
list may from time to time be amended. Simple Interest Excess: As of any
Distribution Date for each Simple Interest Qualifying Loan, the excess, if any,
of (i) the portion of the monthly payment received from the Mortgagor for such
Mortgage Loan allocable to interest with respect to the related Due Period, over
(ii) 30 days' interest on the Stated Principal Balance of such Mortgage Loan at
the Mortgage Rate.

          Simple Interest Excess Sub-Account: The sub-account of the Collection
Account established by each Servicer pursuant to Section 3.06(d). The Simple
Interest Excess Sub-Account shall be an Eligible Account.

          Simple Interest Mortgage Loan: Any Mortgage Loan for which the
interest due thereon is calculated based on the actual number of days elapsed
between the date on which interest was last paid through the date on which the
most current payment is received.

          Simple Interest Qualifying Loan: As of any Determination Date, any
Simple Interest Mortgage Loan that was neither prepaid in full during the
related Due Period, nor delinquent with respect to a payment that became due
during the related Due Period as of the close of business on the Determination
Date following such Due Period.

          Simple Interest Shortfall: As of any Distribution Date for each Simple
Interest Qualifying Loan, the excess, if any, of (i) 30 days' interest on the
Stated Principal Balance of all such Mortgage Loans at the Mortgage Rate, over
(ii) the portion of the monthly payment received from the Mortgagor for such
Mortgage Loan allocable to interest with respect to the related Due Period.

          Startup Day: August 29, 2001.

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

          Stepdown Date: The date occurring on the later of (x) the Distribution
Date in September 2004 and (y) the first Distribution Date on which the Senior
Enhancement Percentage (calculated for this purpose after giving effect to
payments or other recoveries in respect of the Mortgage Loans during the related
Due Period but before giving effect to payments on the Certificates on such
Distribution Date) is greater than or equal to 61.50%.

          Subordinate Certificates: As specified in the Preliminary Statement.



                                       46

<PAGE>



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

          Subservicing Agreement: An agreement between a Servicer and a
Subservicer for the servicing of the Mortgage Loans.

          Substitution Adjustment Amount: As defined in Section 2.03. Targeted
Overcollateralization Amount: For any Distribution Date prior to the Stepdown
Date, 2.75% of the Aggregate Loan Balance as of the Cut-off Date; with respect
to any Distribution Date on or after the Stepdown Date and with respect to which
a Trigger Event is not in effect, the greater of (a) 5.50% of the Aggregate Loan
Balance for such Distribution Date, or (b) 0.50% of the Aggregate Loan Balance
as of the Cut-off Date; with respect to any Distribution Date on or after the
Stepdown Date with respect to which a Trigger Event is in effect and is
continuing, the Targeted Overcollateralization Amount for the Distribution Date
immediately preceding such Distribution Date; provided, however, that the
Targeted Overcollateralization Amount shall not exceed the aggregate Class
Principal Balance of the Certificates. Upon (x) written direction by the
Majority in Interest Holder of the Class X-1 Certificates and (y) the issuance
by an affiliate of the Depositor of a credit enhancement contract in favor of
REMIC 1 which is satisfactory to the Rating Agencies, the Targeted
Overcollateralization Amount shall be reduced to the level approved by the
Rating Agencies as a result of such credit enhancement contract.

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

          Tax Matters Person Certificate: The Class R Certificates, with a
Denomination of $0.05. Transfer: Any direct or indirect transfer or sale of any
Ownership Interest in a Residual Certificate.

          Trigger Event: A Trigger Event will be in effect for any Distribution
Date if (a) the Rolling Three Month Delinquency Rate as of the last day of the
related Due Period equals or exceeds 13.00% of the Senior Enhancement Percentage
for such Distribution Date or (ii) a Cumulative Loss Event is occurring. The
Trigger Event may be amended by the parties hereto in the future with the
consent of the Rating Agencies.

          Trust Fund: Collectively, the assets of REMIC 1, REMIC 2, REMIC 3 and
the Reserve Fund.

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

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



                                       47

<PAGE>



          Trustee Fee Rate: With respect to any Distribution Date, 0.005% per
annum.

          Uncertificated Accrued Interest: With respect to each REMIC Regular
Interest on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated Pass-Through Rate on the Uncertificated Principal
Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief
Act Reductions (allocated to such REMIC Regular Interests based on the
priorities set forth in Section 1.03).

          Uncertificated Notional Amount: With respect to any Distribution Date
and REMIC 2 Regular Interest MT-IO, an amount equal to the lesser of (i) the
mortgage pool balance and (ii) with respect to the Distribution Date in
September 2001, the aggregate Uncertificated Principal Balances of REMIC 1
Regular Interests LT-2, LT-3, LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11,
LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22,
LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in October
2001, the aggregate Uncertificated Principal Balances of REMIC 1 Regular
Interests LT-3, LT-4, LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13,
LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24,
LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35,
LT-36 and LT-37; with respect to the Distribution Date in November 2001, the
aggregate Uncertificated Principal Balances of REMIC 1 Regular Interest LT-4,
LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16,
LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27,
LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with
respect to the Distribution Date in 2001, the aggregate Uncertificated Principal
Balances of REMIC 1 Regular Interest LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11,
LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22,
LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in January
2002, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-6,
LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18,
LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29,
LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the
Distribution Date in February 2002, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14,
LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25,
LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and
LT-37; with respect to the Distribution Date in March 2002, the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT-8, LT-9, LT-10, LT-11, LT-12,
LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23,
LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34,
LT-35, LT-36 and LT-37; with respect to the distribution date Distribution Date
in April 2002, the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19,
LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30,
LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the
Distribution Date in May 2002, the Uncertificated Principal Balances of REMIC 1
Regular Interest LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18,
LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29,
LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the
Distribution Date in June 2002, the Uncertificated Principal Balances of REMIC 1
Regular Interest


                                       48

<PAGE>



LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21,
LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32,
LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in
July 2002, the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22,
LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the distribution date
Distribution Date in August 2002, the Uncertificated Principal Balances of REMIC
1 Regular Interest LT-13, LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20,
LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31,
LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution
Date in September 2002, the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT-14, LT-15, LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23,
LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34,
LT-35, LT-36 and LT-37; with respect to the Distribution Date in October 2002,
the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-15, LT-16,
LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27,
LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with
respect to the Distribution Date in November 2002, the Uncertificated Principal
Balances of REMIC 1 Regular Interest LT-16, LT-17, LT-18, LT-19, LT-20, LT-21,
LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32,
LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the distribution date
Distribution Date in December 2002, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24,
LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35,
LT-36 and LT-37; with respect to the distribution date Distribution Date in
January 2003, the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28,
LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect
to the distribution date Distribution Date in February 2003, the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT-19, LT-20, LT-21, LT-22,
LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in March
2003, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-20,
LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31,
LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution
Date in April 2003, the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30,
LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the
Distribution Date in May 2003, the Uncertificated Principal Balances of REMIC 1
Regular Interest LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30,
LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the
Distribution Date in June 2003, the Uncertificated Principal Balances of REMIC 1
Regular Interest LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31,
LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution
Date in July 2003, the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT-24, LT-25, LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in August
2003, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-25,
LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and
LT-37; with respect to the distribution date Distribution Date in September
2003, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-26,
LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37;
with respect to the Distribution Date in October 2003, the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT-27, LT-28, LT-29, LT-30,
LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with


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<PAGE>



respect to the Distribution Date in November 2003, the Uncertificated Principal
Balances of REMIC 1 Regular Interest LT-28, LT-29, LT-30, LT-31, LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in December
2003, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-29,
LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37; with respect to the
distribution date Distribution Date in January 2004, the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT-30, LT-31, LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the distribution date
Distribution Date in February 2004, the Uncertificated Principal Balances of
REMIC 1 Regular Interest LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37;
with respect to the distribution date Distribution Date in March 2004, the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT-32, LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in April
2004, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-33,
LT-34, LT-35, LT-36 and LT-37; with respect to the Distribution Date in May
2004, the Uncertificated Principal Balances of REMIC 1 Regular Interest LT-34,
LT-35, LT-36 and LT-37; with respect to the Distribution Date in June 2004, the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT-35, LT-36 and
LT-37; with respect to the distribution date Distribution Date in July 2004, the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT-36 and LT-37;
with respect to the Distribution Date in August 2004, the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT-37, respectively.

          Uncertificated Pass-Through Rate: The Uncertificated REMIC 1
Pass-Through Rate or the Uncertificated REMIC 2 Pass-Through Rate.

          Uncertificated Principal Balance: With respect to each REMIC Regular
Interest, the amount of such REMIC Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.07 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.05(b), and the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1F and REMIC 1
Regular Interest LT1L shall be increased by interest deferrals as provided in
Section 4.07. The Uncertificated Principal Balance of each REMIC Regular
Interest that has an Uncertificated Principal Balance shall never be less than
zero.

          Uncertificated REMIC 1 Pass-Through Rate: For any Distribution Date,
with respect to REMIC 1 Regular Interests LT-1, LT-2, LT-3, LT-4, LT-5, LT-6,
LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16, LT-17, LT-18,
LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27, LT-28, LT-29,
LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36, LT-37, LT-P and LT-R, a per
annum rate equal to the Net Rate Cap for such Distribution Date.

          Uncertificated REMIC 2 Pass-Through Rate: For any Distribution Date,
with respect to REMIC 2 Regular Interest MT-1, REMIC 2 Regular Interest MT-2,
REMIC 2 Regular Interest MT-3, REMIC 2 Regular Interest MT-4, REMIC 2 Regular
Interest MT-5, REMIC 2 Regular Interest MT-6, REMIC 2 Regular Interest MT-7 and
REMIC 2 Regular Interest MT-8, the Adjusted Net WAC Rate for such Distribution
Date. For any Distribution Date, with respect to REMIC 2


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<PAGE>



Regular Interests MT-P and MT-R, the weighted average of the Uncertificated
Pass-Through Rates for REMIC 1 Regular Interests LT-P and LT-R. For any
Distribution Date, with respect to REMIC 2 Regular Interest MT-IO, a per annum
rate equal to the excess, if any, of (A) the REMIC 1 Net Wac Rate over (B) the
excess, if any, of (i) the REMIC 1 Net Wac Rate over (ii) 7.00%.

          United States Person: A citizen or resident of the United States, a
corporation or a partnership (including an entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States or any State thereof or the District
of Columbia (except, in the case of a partnership, to the extent provided in
regulations) provided that, for purposes solely of the restrictions on the
transfer of Class A-R Certificates, no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated as a
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United
States federal income tax purposes are required to be United States Persons or
an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more such United States Persons have the authority to control all substantial
decisions of the trust. To the extent prescribed in regulations by the Secretary
of the Treasury, which have not yet been issued, a trust which was in existence
on August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code), and which was
treated as a United States person on August 20, 1996 may elect to continue to be
treated as a United States Person notwithstanding the previous sentence.

          Vesta: Vesta Servicing, L.P., a Delaware limited partnership, formerly
known as Calmco Servicing L.P.

          Vesta Serviced Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

          Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
97% of all Voting Interests shall be allocated among the Class A-1, Class A-2,
Class M-1, Class M-2, Class B-1 and Class B-2 Certificates. The portion of such
97% Voting Interests allocated to the Class A-1, Class A-2, Class M-1, Class
M-2, Class B-1 and Class B-2 Certificates shall be based on the fraction,
expressed as a percentage, the numerator of which is the aggregate Class
Principal Balance then outstanding and the denominator of which is the Class
Principal Balance of all such Classes then outstanding. The Class A-IO, Class P
and Class X-1 Certificates shall each be allocated 1% of the Voting Interest.
Voting Interests shall be allocated among the Certificates within each such
Class (other than the Class A-IO, Class P and Class X-1 Certificates, which each
have only one certificate) in accordance with their respective Percentage
Interests. The Class R shall have no voting rights.

          Wilshire: Wilshire Credit Corporation.

          Wilshire Serviced Loans: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.


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<PAGE>



          SECTION 1.02 Interest Calculations.

          The calculation of the Trustee Fee, the Servicing Fee, the Loss
Mitigation Fee and interest on the Class A-IO, Class X-1 and Class B-2
Certificates and on the related Uncertificated Interests shall be made on the
basis of a 360-day year consisting of twelve 30-day months. The calculation of
interest on the Class A-1, Class A-2, Class M-1, Class M-2 and Class B-1
Certificates and the related Uncertificated Interests shall be made on the basis
of a 360-day year and the actual number of days elapsed in the related Interest
Accrual Period. All dollar amounts calculated hereunder shall be rounded to the
nearest penny with one-half of one penny being rounded down.

          SECTION 1.03 Allocation of Certain Interest Shortfalls.

          For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 1 Regular Interests for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (net of any Compensating
Interest Payment) and any Relief Act Interest Reductions incurred in respect of
the Mortgage Loans for any Distribution Date shall be allocated first to REMIC 1
Regular Interest LT-1 and then to REMIC 1 Regular Interests LT-2, LT-3, LT-4,
LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16,
LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27,
LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36, LT-37, LT-P and
LT-R, in each case to the extent of one month's interest at the then applicable
respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC 1 Regular
Interest. For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 2 Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for any Distribution Date shall be
allocated first, to Uncertificated Accrued Interest payable to REMIC 2 Regular
Interest MT-1 and REMIC 2 Regular Interest MT-8 up to an aggregate amount equal
to the REMIC 2 Interest Loss Allocation Amount, 98% and 2%, respectively, and
thereafter any remaining Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Mortgage Loans for any
Distribution Date shall be allocated among REMIC 2 Regular Interests MT-1, MT-2,
MT-3, MT-4, MT-5, MT-6, MT-7, MT-8, MT-R and MT-P, pro rata based on, and to the
extent of, Uncertificated Accrued Interest, as calculated without application of
this sentence.


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<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

          SECTION 2.01 Conveyance of Mortgage Loans.

          (a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee in trust for the benefit of the Certificateholders, without recourse,
all (i) the right, title and interest of the Depositor (which does not include
servicing rights) in and to each Mortgage Loan, including all interest and
principal received or receivable on or with respect to such Mortgage Loans after
the Cut-off Date and all interest and principal payments on the Mortgage Loans
received prior to the Cut-off Date in respect of installments of interest and
principal due thereafter, but not including payments of principal and interest
due and payable on the Mortgage Loans on or before the Cut-off Date (other than
the rights of the Servicers to service the Mortgage Loans in accordance with
this Agreement), (ii) the Depositor's rights under the Assignment Agreement and
(iii) all proceeds of any of the foregoing.

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

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

          (ii) the original Mortgage bearing evidence that such instruments have
     been recorded in the appropriate jurisdiction where the Mortgaged Property
     is located as determined by DLJMC (or, in lieu of the original of the
     Mortgage or the assignment thereof, a duplicate or conformed copy of the
     Mortgage or the instrument of assignment, if any, together with a
     certificate of receipt from the Seller or the settlement agent who handled
     the closing of the Mortgage Loan, certifying that such copy or copies
     represent true and correct copy(ies) of the original(s) and that such
     original(s) have been or are currently submitted to be recorded in the
     appropriate governmental recording office of the jurisdiction where the
     Mortgaged Property is located) or a certification or receipt of the
     recording authority evidencing the same;

          (iii) the original Assignment of Mortgage, in blank, which assignment
     appears to be in form and substance acceptable for recording and, in the
     event that the related Seller acquired the Mortgage Loan in a merger, the
     assignment must be by "[Seller], successor by merger to [name of
     predecessor]", and in the event that the Mortgage Loan was acquired or


                                       53

<PAGE>



     originated by the related Seller while doing business under another name,
     the assignment must be by "[Seller], formerly known as [previous name]";

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

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

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

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

          (viii) if the Mortgage Note or Mortgage or any other document or
     instrument relating to the Mortgage Loan has been signed by a person on
     behalf of the Mortgagor, the original power of attorney or other instrument
     that authorized and empowered such person to sign bearing evidence that
     such instrument has been recorded, if so required, in the appropriate
     jurisdiction where the Mortgaged Property is located as determined by DLJMC
     (or, in lieu thereof, a duplicate or conformed copy of such instrument,
     together with a certificate of receipt from the related Seller or the
     settlement agent who handled the closing of the Mortgage Loan, certifying
     that such copy(ies) represent true and complete copy(ies)of the original(s)
     and that such original(s) have been or are currently submitted to be
     recorded in the appropriate governmental recording office of the
     jurisdiction where the Mortgaged Property is located) or a certification or
     receipt of the recording authority evidencing the same; and



                                       54

<PAGE>



          (ix) in the case of the First Mortgage Loans, the original mortgage
     title insurance policy, or copy of title commitment (or in appropriate
     jurisdictions, attorney's opinion of title and abstract of title).

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

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

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

          In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, on or prior to the Closing Date, the MERS(R) System to
indicate that such Mortgage Loans have been assigned by the Depositor to the
Trustee in accordance with this Agreement for the benefit of the


                                       55

<PAGE>



Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Depositor further agrees that it will not, and will not
permit either Servicer to, and each Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the
term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.

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

          (d) It is the express intent of the parties to this Agreement that the
conveyance of the Mortgage Loans by the Depositor to the Trustee as provided in
this Section 2.01 be, and be construed as, a sale of the Mortgage Loans by the
Depositor to the Trustee. It is, further, not the intention of the parties to
this Agreement that such conveyance be deemed a pledge of the Mortgage Loans by
the Depositor to the Trustee to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the intent of the parties
to this Agreement, the Mortgage Loans are held to be the property of the
Depositor, or if for any other reason this Agreement is held or deemed to create
a security interest in the Mortgage Loans then (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code; (b) the conveyance provided for in this
Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee for
the benefit of the Certificateholders of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Certificate Account, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Trustee or
any Custodian of such items of property and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "in possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the benefit of the Certificateholders for the purpose of perfecting such
security interest under applicable law (except that nothing in this clause (e)
shall cause any person to be deemed to be an agent of the Trustee for any
purpose other than for perfection of such security interests unless, and then
only to the extent, expressly appointed and authorized by the Trustee in
writing). The Depositor and the Trustee, upon directions from the Depositor,
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security


                                       56

<PAGE>



interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement.

          SECTION 2.02 Acceptance by the Trustee.

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

          The Custodian agrees to execute and deliver on the Closing Date to the
Depositor, the Seller, the Trustee and the Servicers an Initial Certification in
the form annexed hereto as Exhibit G. Based on its review and examination, and
only as to the documents identified in such Initial Certification, the Custodian
will acknowledge that such documents appear regular on their face and relate to
such Mortgage Loan. Neither the Trustee nor the Custodian shall be under any
duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded in the real estate records or that they are other than what they
purport to be on their face.

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

          If, in the course of such review, the Custodian finds any document
constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01, the Custodian will list such as an exception in the Final
Certification; provided, however, that neither the Trustee nor the Custodian
shall make any determination as to whether (i) any endorsement is sufficient to
transfer all right, title and interest of the party so endorsing, as noteholder
or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in
recordable form or is sufficient to effect the assignment of and transfer to the
assignee thereof under the mortgage to which the assignment relates.

          The Seller shall promptly correct or cure such defect within 90 days
from the date it was so notified of such defect and, if the Seller does not
correct or cure such defect within such period, the Seller shall either (a)
substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan,
which substitution shall be accomplished in the manner and subject to the
conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from
the Trustee within 90 days from the date the Seller was notified of such defect
in writing at the Repurchase Price of such Mortgage Loan; provided, however,
that in no event shall such substitution or repurchase occur more than 540 days
from the Closing Date, except that if the substitution or repurchase of a
Mortgage Loan pursuant to this provision is required by reason of a delay in
delivery of any documents by the appropriate recording office, then such
substitution or repurchase shall occur within 720 days from the Closing Date;
and further provided, that the Seller shall have no liability for recording any


                                       57

<PAGE>



Assignment of Mortgage in favor of the Trustee or for the Trustee's failure to
record such Assignment of Mortgage, and the Seller shall not be obligated to
repurchase or cure any Mortgage Loan solely as a result of the Trustee's failure
to record such Assignment of Mortgage. The Trustee shall deliver written notice
to each Rating Agency within 360 days from the Closing Date indicating each
Mortgage Loan (a) the Assignment of Mortgage which has not been returned by the
appropriate recording office or (b) as to which there is a dispute as to
location or status of such Mortgage Loan. Such notice shall be delivered every
90 days thereafter until the Assignment of Mortgage for the related Mortgage
Loan is returned to the Trustee or the dispute as to location or status has been
resolved. Any such substitution pursuant to (a) above shall not be effected
prior to the delivery to the Trustee of the Opinion of Counsel required by
Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall
not be effected prior to the additional delivery to the Trustee of a Request for
Release substantially in the form of Exhibit M. No substitution is permitted to
be made in any calendar month after the Determination Date for such month. The
Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in
the Certificate Account on or prior to the Business Day immediately preceding
such Distribution Date in the month following the month of repurchase and, upon
receipt of such deposit and certification with respect thereto in the form of
Exhibit M hereto, the Trustee shall release the related Mortgage File to the
Seller and shall execute and deliver at such entity's request such instruments
of transfer or assignment prepared by such entity, in each case without
recourse, as shall be necessary to vest in such entity, or a designee, the
Trustee's interest in any Mortgage Loan released pursuant hereto. In furtherance
of the foregoing, if the Seller is not a member of MERS and repurchases a
Mortgage Loan which is registered on the MERS(R) System, the Seller, at its own
expense and without any right of reimbursement, shall cause MERS to execute and
deliver an assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
from registration on the MERS(R) System in accordance with MERS' rules and
regulations.

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

          The Trustee shall pay to the Custodian from time to time reasonable
compensation for all services rendered by it hereunder or under the Custodial
Agreement, and the Trustee shall pay or reimburse the Custodian upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Custodian in accordance with any of the provisions of this Agreement or the
Custodial Agreement, except any such expense, disbursement or advance as may
arise from its negligence or bad faith.

          SECTION 2.03 Representations and Warranties of the Seller and
Servicers.

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



                                       58

<PAGE>



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

          (c) Vesta, in its capacity as Servicer, hereby makes the
representations and warranties set forth in Schedule IIIB hereto, and by this
reference incorporated herein, to the Depositor and the Trustee, as of the
Closing Date, or if so specified therein, as of the applicable Cut-off Date.

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

          (e) The Seller hereby makes the representations and warranties set
forth in Schedule V as applicable hereto, and by this reference incorporated
herein, to the Trustee, as of the Closing Date, or if so specified therein, as
of the Cut-off Date or such other date as may be specified. (f) Upon discovery
by any of the parties hereto of a breach of a representation or warranty made
pursuant to Section 2.03(e) that materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, the party discovering such
breach shall give prompt notice thereof to the other parties. The Seller hereby
covenants that within 90 days of the earlier of its discovery or its receipt of
written notice from any party of a breach of any representation or warranty made
by it pursuant to Section 2.03(e) which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan sold by the Seller to
the Depositor, it shall cure such breach in all material respects, and if such
breach is not so cured, shall, (i) if such 90-day period expires prior to the
second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted
Mortgage Loan") from the Trust Fund and substitute in its place a Qualified
Substitute Mortgage Loan, in the manner and subject to the conditions set forth
in this Section; or (ii) repurchase the affected Mortgage Loan from the Trustee
at the Repurchase Price in the manner set forth below; provided, however, that
any such substitution pursuant to (i) above shall not be effected prior to the
delivery to the Trustee of the Opinion of Counsel required by Section 2.05
hereof, if any, and any such substitution pursuant to (i) above shall not be
effected prior to the additional delivery to the Trustee of a Request for
Release substantially in the form of Exhibit M and the Mortgage File for any
such Qualified Substitute Mortgage Loan. The Seller shall promptly reimburse the
Trustee for any actual out-of-pocket expenses reasonably incurred by the Trustee
in respect of enforcing the remedies for such breach. With respect to any
representation and warranties described in this Section which are made to the
best of a Seller's knowledge if it is discovered by the Depositor, the Seller or
the Trustee that the substance of such representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of the related
Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding the Seller's lack of knowledge with respect to the substance of
such representation or warranty, such inaccuracy shall be deemed a breach of the
applicable representation or warranty.

          With respect to any Qualified Substitute Mortgage Loan or Loans, the
Seller shall deliver to the Trustee for the benefit of the Certificateholders
the Mortgage Note, the Mortgage, the


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<PAGE>



related assignment of the Mortgage, and such other documents and agreements as
are required by Section 2.01(b), with the Mortgage Note endorsed and the
Mortgage assigned as required by Section 2.01. No substitution is permitted to
be made in any calendar month after the Determination Date for such month.
Scheduled Payments due with respect to Qualified Substitute Mortgage Loans in
the month of substitution shall not be part of the Trust Fund and will be
retained by the Seller on the next succeeding Distribution Date. For the month
of substitution, distributions to Certificateholders will include the monthly
payment due on any Deleted Mortgage Loan for such month and thereafter the
Seller shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Seller shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or
Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the
Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this Agreement in all respects, and the Seller
shall be deemed to have made with respect to such Qualified Substitute Mortgage
Loan or Loans, as of the date of substitution, the representations and
warranties made pursuant to Section 2.03(b) with respect to such Mortgage Loan.
Upon any such substitution and the deposit to the Certificate Account of the
amount required to be deposited therein in connection with such substitution as
described in the following paragraph, the Trustee shall release the Mortgage
File held for the benefit of the Certificateholders relating to such Deleted
Mortgage Loan to the Seller and shall execute and deliver at the Seller's
direction such instruments of transfer or assignment prepared by the Seller, in
each case without recourse, as shall be necessary to vest title in the Seller,
or its designee, the Trustee's interest in any Deleted Mortgage Loan substituted
for pursuant to this Section 2.03.

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

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


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<PAGE>



continuing shall constitute the sole remedy against such Persons respecting such
breach available to Certificateholders, the Depositor or the Trustee on their
behalf.

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

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

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

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

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

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

          SECTION 2.06 Execution and Delivery of Certificates.

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



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          SECTION 2.07 REMIC Matters.

          The Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all interests created
hereby. The "Startup Day" for purposes of the REMIC Provisions shall be the
Closing Date. The REMIC 1 Regular Interests shall be designated as the "regular
interests." REMIC 2 Regular Interests shall be designated as the "regular
interests." The Class A, Class M, Class B, Class P and Class X Certificates
shall be designated as the "regular interests" in REMIC 3. The Class R
Certificates will represent beneficial ownership of three residual interests,
each of which will constitute the sole class of residual interests in each of
REMIC 1, REMIC 2 and REMIC 3. The Trustee shall not permit the creation of any
"interests" (within the meaning of Section 860G of the Code) in REMIC 1, REMIC 2
or REMIC 3 other than the Certificates or the Uncertificated REMIC Regular
Interests. The "tax matters person" with respect to each of REMIC 1, REMIC 2 and
REMIC 3 shall be the Trustee and the Trustee shall hold the related Tax Matters
Person Certificate in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The fiscal year
for each REMIC shall be the calendar year.

          SECTION 2.08 Covenants of each Servicer.

          Each Servicer hereby covenants to the Depositor and the Trustee that
no written information, certificate of an officer, statement furnished in
writing or written report delivered to the Depositor, any affiliate of the
Depositor or the Trustee and prepared by the Servicer pursuant to this Agreement
will contain any untrue statement of a material fact.

          SECTION 2.09 Conveyance of REMIC Regular Interests and Acceptance of
                       REMIC 1 by the Trustee; Issuance of Certificates.

          (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 1 Regular Interests for the benefit of the Holder of the
REMIC 2 Regular Interests and the Holders of the Class R-2 Interest. The Trustee
acknowledges receipt of the REMIC 1 Regular Interests (each of which is
uncertificated) and declares that it holds and will hold the same in trust for
the exclusive use and benefit of the Holders of the REMIC 2 Regular Interests
and Holder of the Class R-2 Interest. The interests evidenced by the Class R-2
Interest, together with the REMIC 2 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 2.

          (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 2 Regular Interests for the benefit of the holders of the
Regular Certificates and the Class R-3 Interest. The Trustee acknowledges
receipt of the REMIC 2 Regular Interests (each of which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the Regular Certificates and the Class R-3 Interest.
The interests evidenced by the Class R-3 Interest, together with the Regular
Certificates, constitute the entire beneficial ownership interest in REMIC 3.



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          (c) In exchange for the REMIC 2 Regular Interests and, concurrently
with the assignment to the Trustee thereof, 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 Regular
Certificates in authorized denominations evidencing (together with the Class R-3
Interest) the entire beneficial ownership interest in REMIC 3.

          (d) Concurrently with (i) the assignment and delivery to the Trustee
of REMIC 1 (including the Residual Interest therein represented by the Class R-1
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and Section 2.09(a); (ii) the assignment and delivery to the
Trustee of REMIC 2 (including the Residual Interest therein represented by the
Class R-2 Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.09(b) and (iii) the assignment and delivery to the Trustee of REMIC 3
(including the Residual Interest therein represented by the Class R-3 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(c) 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 authorized denominations
evidencing the Class R-1 Interest, the Class R-2 Interest and the Class R-3
Interest.




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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

          SECTION 3.01 Servicers to Service Mortgage Loans.

          For and on behalf of the Certificateholders, each Servicer shall
service and administer the Mortgage Loans in accordance with the terms of this
Agreement and with Accepted Servicing Practices. The obligations of each of
Wilshire and Vesta hereunder to service and administer the Mortgage Loans shall
be limited to the Wilshire Serviced Loans and the Vesta Serviced Loans,
respectively; and with respect to the duties and obligations of each Servicer,
references herein to "Mortgage Loans" or "related Mortgage Loans" shall be
limited to the Wilshire Serviced Loans (and the related proceeds thereof and
related REO Properties) in the case of Wilshire and the Vesta Serviced Loans
(and the related proceeds thereof and related REO Properties), in the case of
Vesta, and in no event shall any Servicer have any responsibility or liability
with respect to any of the other Mortgage Loans. Notwithstanding anything in
this Agreement, any Servicing Agreement or any Loss Mitigation Advisory
Agreement to the contrary, neither Servicer shall have any duty or obligation to
enforce any Loss Mitigation Advisory Agreement or to supervise, monitor or
oversee the activities of the Loss Mitigation Advisor under its Loss Mitigation
Advisory Agreement with respect to any action taken or not taken by a Servicer
pursuant to a recommendation of the Loss Mitigation Advisor. In connection with
such servicing and administration, each Servicer shall have full power and
authority, acting alone and/or through Subservicers as provided in Section 3.02
hereof, to do or cause to be done any and all things that it may deem necessary
or desirable in connection with such servicing and administration, including but
not limited to, the power and authority, subject to the terms hereof (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan; provided that a Servicer shall not take any
action that is inconsistent with or prejudices the interests of the Trust Fund
or the Certificateholders in any Mortgage Loan or the rights and interests of
the Depositor, the Trustee or the Certificateholders under this Agreement. The
Trustee will provide a limited power of attorney to each Servicer, prepared by
each Servicer and reasonably acceptable to the Trustee, to permit each Servicer
to act on behalf of the Trustee under this Agreement. Each Servicer hereby
indemnifies the Trustee for all costs and expenses incurred by the Trustee in
connection with the negligent or willful misuse of such power of attorney. Each
Servicer shall represent and protect the interests of the Trust Fund in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan. Each Servicer
further is hereby authorized and empowered in its own name or in the name of the
Subservicer, when such Servicer or the Subservicer, as the case may be, believes
it is appropriate in its best judgment to register any Mortgage Loan on the
MERS(R) System, or cause the removal from the registration of any Mortgage Loan
on the MERS(R) System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS,


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<PAGE>



solely as nominee for the Trustee and its successors and assigns. Any expenses
incurred in connection with the actions described in the preceding sentence
shall be borne by the related Servicer in accordance with Section 3.14, with no
right of reimbursement; provided, that if, as a result of MERS discontinuing or
becoming unable to continue operations in connection with the MERS(R) System, it
becomes necessary to remove any Mortgage Loan from registration on the MERS(R)
System and to arrange for the assignment of the related Mortgages to the
Trustee, then any related expenses shall be reimbursable by the Trust Fund to
such Servicer. Notwithstanding the foregoing, subject to Section 3.05(a), the
Servicers shall not make or permit any modification, waiver or amendment of any
Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.10 hereof) which would cause
any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC. Without
limiting the generality of the foregoing, each Servicer, in its own name or in
the name of the Depositor and the Trustee, is hereby authorized and empowered by
the Depositor and the Trustee, when such Servicer believes it appropriate in its
reasonable judgment, to execute and deliver, on behalf of the Trustee, the
Depositor, the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments, with respect to the Mortgage Loans, and with
respect to the Mortgaged Properties held for the benefit of the
Certificateholders. Each Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable such Servicer to service
and administer the Mortgage Loans to the extent that such Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents and a written request signed by an
authorized officer, the Depositor and/or the Trustee shall execute such
documents and deliver them to such Servicer.

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

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

          If the Mortgage relating to a Mortgage Loan had a lien senior to the
Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the
related Servicer, in such capacity,


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may consent to the refinancing of the prior senior lien, provided that the
following requirements are met:

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

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

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

          SECTION 3.02 Subservicing; Enforcement of the Obligations of
                       Subservicers.

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

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

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


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reasonably possible. Each Servicer shall pay all fees, expenses or penalties
necessary in order to terminate the rights and responsibilities of its
Subservicer from such Servicer's own funds without any right of reimbursement
from the Depositor, Trustee, the Trust Fund, or the applicable Collection
Account.

          (c) Notwithstanding any of the provisions of this Agreement relating
to agreements or arrangements between a Servicer and its Subservicer, a Servicer
and its Outsourcer, or any reference herein to actions taken through the
Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its
obligations to the Depositor, Trustee or Certificateholders and shall be
obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the related Mortgage Loans. Each Servicer
shall be entitled to enter into an agreement with its Subservicer and Outsourcer
for indemnification of such Servicer or Outsourcer, as applicable, by such
Subservicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.

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

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

          SECTION 3.03 [Reserved].

          SECTION 3.04 Trustee to Act as Servicer.

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

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



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          (b) [reserved]

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

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

          (b) Each Servicer shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Collection
Accounts, in the form of time deposit or demand accounts, titled "[Servicer's
name], in trust for the Holders of Credit Suisse First Boston Mortgage
Securities Corp., CSFB Mortgage Pass-Through Certificates, Series 2001-S18" or,
if established and maintained by a Subservicer on behalf of the related
Servicer, "[Subservicer's name], in trust for [Servicer's name]" or
"[Subservicer's name], as agent, trustee and/or bailee of principal and interest
custodial account for [Servicer's name], its successors and assigns, for various
owners of interest in [Servicer's name] mortgage-backed pools". Each Collection
Account shall be an Eligible Account.


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Any funds deposited in a Collection Account shall at all times be either
invested in Eligible Investments or shall be fully insured to the full extent
permitted under applicable law. Funds deposited in a Collection Account may be
drawn on by the applicable Servicer in accordance with Section 3.08.

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

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

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

          (iii) all Liquidation Proceeds on the Mortgage Loans;

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

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

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

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

          (viii) any other amounts required to be deposited hereunder including
     all collected Prepayment Penalties.

          The foregoing requirements for deposit into each Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, Ancillary Income need not be deposited by such
Servicer into such Collection Account. In addition, notwithstanding the
provisions of this Section 3.05, each Servicer may deduct from amounts received
by it, prior to deposit to the applicable Collection Account, any portion of any
Scheduled Payment representing the applicable Servicing Fee. In the event that a
Servicer shall remit any amount not required to be remitted, it may at any time
withdraw or direct the institution maintaining the related Collection Account to
withdraw such amount from such Collection Account, any provision herein to the
contrary notwithstanding. Such withdrawal or direction may be accomplished


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by delivering written notice thereof to the Trustee or such other institution
maintaining such Collection Account which describes the amounts deposited in
error in such Collection Account. Each Servicer shall maintain adequate records
with respect to all withdrawals made by it pursuant to this Section. All funds
deposited in a Collection Account shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.08.

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

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

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

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

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

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


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

          SECTION 3.06 Establishment of and Deposits to Escrow Accounts;
                       Permitted Withdrawals from Escrow Accounts; Payments of
                       Taxes, Insurance and Other Charges; Simple Interest
                       Excess Sub-Accounts; Deposits in Simple Interest Excess
                       Sub-Accounts.

          (a) To the extent required by the related Mortgage Note and not
violative of current law, the applicable Servicer shall segregate and hold all
funds collected and received pursuant to a Mortgage Loan constituting Escrow
Payments separate and apart from any of its own funds and general assets and
shall establish and maintain one or more Escrow Accounts, in the form of time
deposit or demand accounts, titled, "Credit Suisse First Boston Mortgage
Securities Corp., CSFB Mortgage Pass-Through Certificates, Series 2001-S18" or,
if established and maintained by a Subservicer on behalf of the related
Servicer, "[Subservicer's name], in trust for [Servicer's name]" or
"[Subservicer's name], as agent, trustee and/or bailee of taxes and insurance
custodial account for [Servicer's name], its successors and assigns, for various
owners of interest in [Servicer's name] mortgage-backed pools". The Escrow
Accounts shall be Eligible Accounts. Funds deposited in the Escrow Account may
be drawn on by the related Servicer in accordance with Section 3.06(b). The
creation of any Escrow Account shall be evidenced by a certification in the form
of Exhibit P-1 hereto, in the case of an account established with a Servicer, or
by a letter agreement in the form of Exhibit P-2 hereto, in the case of an
account held by a depository other than a Servicer. A copy of such certification
shall be furnished to the Depositor and Trustee.

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

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

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

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


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

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

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

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

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

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

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

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

          (d) No later than the Closing Date, each Servicer shall establish and
maintain a sub-account of the Collection Account titled "[Servicer's name],
Simple Interest Excess Sub-Account in trust for the Holders of Credit Suisse
First Boston Mortgage Securities Corp., Mortgage Pass-Through Certificates,
Series 2001-S18". Each Servicer shall, on each Determination Date transfer from
the Collection Account to the Simple Interest Excess Sub-Account all Net Simple
Interest Excess, if any, pursuant to Section 3.08(a)(ix), and shall maintain a
record of all such deposits.

          (e) Each Servicer shall withdraw amounts on deposit in the applicable
Simple Interest Excess Sub-Account on each Determination Date for deposit to the
Certificate Account in an amount equal to the lesser of (i) the amount on
deposit therein, and (ii) the Net Simple Interest Shortfall for such
Distribution Date.

          (f) Each Servicer shall remit to the Trustee which shall thereupon
distribute to the Class X-1 Certificateholder 90% of the balance in the
applicable Simple Interest Excess Sub-Account on the Distribution Date each year
occurring in June, commencing in June 2002. Such distributions shall be deemed
to be made on a first-in, first-out basis. In addition, each Servicer shall


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clear and terminate each related Simple Interest Excess Sub-Account upon the
termination of this Agreement and retain any funds remaining therein.

          (g) Amounts on deposit in the Simple Interest Excess Sub-Accounts may
be invested in Eligible Investments. All income and gain net of any losses
realized from any such balances or investment of funds on deposit in a Simple
Interest Excess Sub-Account shall be for the benefit of the related Servicer as
servicing compensation and shall be remitted to it monthly. The amount of any
net investment losses in a Simple Interest Excess Sub-Account shall promptly be
deposited by the related Servicer in such Simple Interest Excess Sub-Account.

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

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

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

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

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

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

          (ii) to reimburse such Servicer for unreimbursed Advances made by it,
     such right of reimbursement pursuant to this subclause (ii) being limited
     to amounts received on the Mortgage Loan(s) in respect of which any such
     Advance was made (including without limitation, late recoveries of
     payments, Liquidation Proceeds and Insurance Proceeds to the extent
     received by such Servicer);

          (iii) to reimburse such Servicer for any Nonrecoverable Advance
     previously made from collections or proceeds of any of the Mortgage Loans;



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

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

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

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

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

          (ix) to deposit to the Simple Interest Excess Sub-Account any amount
     required to be deposited therein pursuant to Section 3.06(f); and

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

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

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

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


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

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

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

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

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

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

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



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

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

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

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

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

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

          To the extent that any Mortgage Loan is assumable, the related
Servicer shall inquire diligently into the creditworthiness of the proposed
transferee, and shall use the underwriting criteria for approving the credit of
the proposed transferee which are used by FNMA with respect to underwriting
mortgage loans of the same type as the Mortgage Loans. If the credit of the
proposed transferee does not meet such underwriting criteria, the related
Servicer diligently shall, to the extent


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permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate
the maturity of the Mortgage Loan.

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

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

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


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Insurance Policy; provided, however, that such Servicer shall not be required to
expend its own funds in connection with any foreclosure or towards the
restoration of any property unless it shall determine (i) that such restoration
and/or foreclosure will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself of such expenses and (ii) that such
expenses will be recoverable to it through Liquidation Proceeds (respecting
which it shall have priority for purposes of withdrawals from the related
Collection Account). The related Servicer shall be responsible for all other
costs and expenses incurred by it in any such proceedings; provided, however,
that it shall be entitled to reimbursement thereof from the liquidation proceeds
with respect to the related Mortgaged Property, as provided in the definition of
Liquidation Proceeds and as provided in Section 3.08(iv)(A). Notwithstanding the
foregoing, as to any Mortgage Loan that becomes 180 days delinquent, the related
Servicer will determine whether any net recovery is possible through foreclosure
proceedings or other liquidation of the related Mortgaged Property. If the
related Servicer determines that no such recovery is possible, it will be
obligated to charge off the related Mortgage Loan. Any Mortgage Loan that is
charged off will be released to the Class X-2 Certificateholders, and those
Holders will be entitled to any amounts subsequently received in respect of any
charged off Mortgage Loans. If the related Servicer decides to make Advances or
Servicing Advances on a Mortgage Loan that becomes 180 days delinquent, that
Servicer will notify the Loss Mitigation Advisor of that decision.

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

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


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          (b) With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The related Servicer shall
ensure that the title to such REO Property references this Agreement and the
Trustee's capacity hereunder. Pursuant to its efforts to sell such REO Property,
the related Servicer shall in accordance with Accepted Servicing Practices
manage, conserve, protect and operate each REO Property for the purpose of its
prompt disposition and sale. The related Servicer, either itself or through an
agent selected by such Servicer, shall manage, conserve, protect and operate the
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property is managed. The
related Servicer shall furnish to the Trustee on or before each Distribution
Date a statement with respect to any REO Property covering the operation of such
REO Property for the previous calendar month and such Servicer's efforts in
connection with the sale of such REO Property and any rental of such REO
Property incidental to the sale thereof for the previous calendar month. That
statement shall be accompanied by such other information as the Trustee shall
reasonably request and which is necessary to enable the Trustee to comply with
the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the related
Collection Account no later than the close of business on each Determination
Date. The related Servicer shall perform the tax reporting and withholding
required by Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the cancellation
of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering the
same to the Trustee for filing.

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

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


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Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or on
behalf of the Trust Fund in such a manner or pursuant to any terms that would
(i) cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC
hereunder to the imposition of any federal, state or local income taxes on the
income earned from such Mortgaged Property under Section 860G(c) of the Code or
otherwise, unless the related Servicer has agreed to indemnify and hold harmless
the Trust Fund with respect to the imposition of any such taxes.

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

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

          No Servicer shall acquire any Mortgaged Property on behalf of any
REMIC created hereunder in connection with a default or imminent default on a
Foreclosure Restricted Loan, if acquiring title to the Mortgaged Property
underlying the loan would cause the adjusted basis, for federal income tax
purposes, of these Mortgaged Properties owned by the related REMIC after
foreclosure, along with any other assets owned by the related REMIC other than
"qualified mortgages" and "permitted investments" within the meaning of Section
860G of the Code, to exceed 0.75% of the adjusted basis of the assets of the
related REMIC. If the adjusted basis of such Mortgaged Properties in
foreclosure, along with any other assets owned by the related REMIC, other than
"qualified mortgages" and "permitted investments" with the meaning of Section
860G of the Code, exceed 1.0% of the adjusted basis of the assets of the related
REMIC immediately after the distribution of principal and interest on any
Distribution Date, the applicable Servicer will dispose of enough of such
Mortgaged Properties in foreclosure, for cash or otherwise, so that the adjusted
basis of such Mortgaged Properties in foreclosure, along with any other assets
owned by the related REMIC, other than "qualified mortgages" and "permitted
investments" within the meaning of Section


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860G of the Code, will be less than 1.0% of the adjusted basis of the assets of
the related REMIC. Each Servicer will provide notice to the other Servicer of
any Foreclosure Restricted Loan in order for the Servicers to make the
determinations set forth in this clause (d).

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

          (f) [reserved].

          (g) The Class X-2 Certificateholder, at its option, may (but is not
obligated to) repurchase from the Trust Fund, (a) any related Mortgage Loan that
is delinquent in payment by three or more Scheduled Payments or (b) any related
Mortgage Loan with respect to which there has been initiated legal action or
other proceedings for the foreclosure of the related Mortgaged Property either
judicially or non-judicially. If it elects to make any such repurchase, the
Class X-2 Certificateholder shall repurchase such Mortgage Loan with its own
funds at a price equal to the Repurchase Price for such Mortgage Loan.

          SECTION 3.12 Trustee to Cooperate; Release of Mortgage Files.

          Upon the payment in full of any Mortgage Loan, or the receipt by a
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, such Servicer will immediately notify the Trustee
(or the Custodian, as the case may be) by delivering, or causing to be delivered
a "Request for Release" substantially in the form of Exhibit M. Upon receipt of
such request, the Trustee (or the Custodian, as the case may be) shall within
three Business Days release the related Mortgage File to the related Servicer,
and the Trustee shall within three Business Days of such Servicer's direction
execute and deliver to such Servicer the request for reconveyance, deed of
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage in each case provided by such Servicer, together with
the Mortgage Note with written evidence of cancellation thereon. Each Servicer
is authorized to cause the removal from the registration on the MERS(R) System
of such Mortgage, if applicable, and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release. Expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the related Mortgagor to the extent permitted by law and otherwise
shall constitute a Servicing Advance. From time to time and as shall be
appropriate for the servicing or foreclosure of any Mortgage Loan,


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including for such purpose, collection under any policy of flood insurance, any
fidelity bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the
other documents included in the Mortgage File, the Trustee shall, within three
Business Days of delivery to the Trustee (or the Custodian, as the case may be)
of a Request for Release in the form of Exhibit M signed by a Servicing Officer,
release the Mortgage File to the related Servicer. Subject to the further
limitations set forth below, the related Servicer shall cause the Mortgage File
or documents so released to be returned to the Trustee (or the Custodian, as the
case may be) when the need therefor by such Servicer no longer exists, unless
the Mortgage Loan is liquidated and the proceeds thereof are deposited in the
related Collection Account, in which case such Servicer shall deliver to the
Trustee (or the Custodian, as the case may be) a Request for Release in the form
of Exhibit M, signed by a Servicing Officer.

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

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

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



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          SECTION 3.14 Servicing Fee.

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

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

          SECTION 3.15 Access to Certain Documentation.

          Each Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation regarding the related Mortgage Loans
required by applicable regulations of the OTS and the FDIC. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices designated by such Servicer. Nothing
in this Section shall limit the obligation of any Servicer to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of such Servicer to provide access as provided in this Section
as a result of such obligation shall not constitute a breach of this Section.
Nothing in this Section 3.15 shall require any Servicer to collect, create,
collate or otherwise generate any information that it does not generate in its
usual course of business.

          SECTION 3.16 Annual Statement as to Compliance.

          Each Servicer shall deliver to the Depositor, the Rating Agencies and
the Trustee on or before 120 days after the end of such Servicer's fiscal year,
commencing after its 2001 fiscal year, an Officer's Certificate stating, as to
the signer thereof, that (i) a review of the activities of such Servicer during
the preceding calendar year and of the performance of such Servicer under this
Agreement has been made under such officer's supervision, and (ii) to the best
of such officer's knowledge, based on such review, such Servicer has materially
fulfilled all its obligations under this Agreement throughout such year, or, if
there has been a material default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and the action being taken by such Servicer to cure such default.



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

          On or before 120 days after the end of each Servicer's fiscal year,
commencing after its 2001 fiscal year, each Servicer at its expense shall cause
a nationally or regionally recognized firm of independent public accountants
(who may also render other services to such Servicer, the Seller or any
affiliate thereof) which is a member of the American Institute of Certified
Public Accountants to furnish a statement to the Trustee and the Depositor to
the effect that such firm has examined certain documents and records relating to
the servicing of mortgage loans which such Servicer is servicing, including the
related Mortgage Loans, and that, on the basis of such examination, conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved
Mortgagees and Loan Correspondent Programs, nothing has come to their attention
which would indicate that such servicing has not been conducted in compliance
with Accepted Servicing Practices, except for (a) such exceptions as such firm
shall believe to be immaterial, and (b) such other exceptions as shall be set
forth in such statement. In rendering such statement, such firm may rely, as to
matters relating to direct servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted substantially in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Guide for HUD Approved Title II Approved Mortgagees and Loan Correspondent
Programs (rendered within one year of such statement) of independent public
accountants with respect to the related Subservicer. Copies of such statement
shall be provided by the Trustee to any Certificateholder upon request at the
related Servicer's expense, provided such statement is delivered by such
Servicer to the Trustee.

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

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


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          SECTION 3.19 Duties of the Loss Mitigation Advisor.

          The Depositor appoints The Murrayhill Company as Loss Mitigation
Advisor. For and on behalf of the Depositor, and the Trustee, the Loss
Mitigation Advisor will provide reports and recommendations concerning Mortgage
Loans that are past due, as to which there has been commencement of foreclosure,
as to which there has been forbearance in exercise of remedies which are in
default, as to which obligor is the subject of bankruptcy, receivership, or an
arrangement of creditors, or as to which have become REO Properties. Such
reports and recommendations will be based upon information provided to the Loss
Mitigation Advisor pursuant to the Loss Mitigation Advisory Agreement and the
Loss Mitigation Advisor shall look solely to the related Servicer for all
information and data (including loss and delinquency information and data) and
loan level information and data relating to the servicing of the Mortgage Loans.
If the Loss Mitigation Advisor is no longer able to perform its duties
hereunder, the Depositor shall terminate the Loss Mitigation Advisor and cause
the appointment of a successor Loss Mitigation Advisor. Upon any termination of
the Loss Mitigation Advisor or the appointment of a successor Loss Mitigation
Advisor, the Depositor shall give written notice thereof to the Seller, the
Servicers, the Trustee and each Rating Agency. Notwithstanding the foregoing,
the termination of the Loss Mitigation Advisor pursuant to this Section 3.19
shall not become effective until the appointment of a successor Loss Mitigation
Advisor.

          SECTION 3.20 Limitation Upon Liability of the Loss Mitigation Advisor.

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


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                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICERS

          SECTION 4.01 Advances by the Servicers.

          Each Servicer shall deposit in a Collection Account an amount equal to
(i) with respect to the Mortgage Loans other than the Simple Interest Mortgage
Loans, all Scheduled Payments (with interest at the Mortgage Rate less the
Servicing Fee Rate) which were due on the related Mortgage Loans during the
applicable Due Period and (ii) with respect to the Simple Interest Mortgage
Loans, 30 day's interest on each such Mortgage Loan, less the Servicing Fee;
provided however, that with respect to any Balloon Loan that is delinquent on
its maturity date, the related Servicer will not be required to advance the
related balloon payment but will be required to continue to make Advances in
accordance with this Section 4.01 with respect to such Balloon Loan in an amount
equal to an assumed scheduled payment that would otherwise be due based on the
original amortization schedule for that Mortgage Loan (with interest at the
Mortgage Rate less the Servicing Fee Rate). Each Servicer's obligation to make
such Advances as to any related Mortgage Loan will continue through the last
Scheduled Payment due prior to the payment in full of such Mortgage Loan, or
through the date that the related Mortgaged Property has, in the judgment of
such Servicer, been completely liquidated.

          Each Servicer shall be obligated to make Advances in accordance with
the provisions of this Agreement; provided however, that such obligation with
respect to any related Mortgage Loan shall cease if such Servicer determines, in
its reasonable opinion, that Advances with respect to such Mortgage Loan are
Nonrecoverable Advances; provided that the related Servicer will be required to
make Advances at least until the time at which the related Mortgage Loan becomes
120 days delinquent. In the event that such Servicer determines that any such
Advances are Nonrecoverable Advances, such Servicer shall provide the Trustee
with a certificate signed by a Servicing Officer evidencing such determination.

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



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          SECTION 4.02 Priorities of Distribution.

          (a) On each Distribution Date, prior to making distributions to the
holders of the Certificates, the Trustee first, shall pay itself the Trustee's
Fee for such Distribution Date, and second, shall pay the Loss Mitigation
Advisor the Loss Mitigation Fee.

          (b) With respect to the Available Funds, on each Distribution Date,
the Trustee shall withdraw such Available Funds from the Certificate Account and
apply such funds to distributions on the Certificates in the following order and
priority and, in each case, to the extent of such Available Funds remaining:

          (i) On each Distribution Date, the Trustee shall distribute the
     Interest Remittance Amount for such date in the following order of
     priority:

          A.   to the Senior Certificates, pro rata, Current Interest and any
               Carryforward Interest for each such Class and such Distribution
               Date;

          B.   to the Class M-1 Certificates, Current Interest and any
               Carryforward Interest for such Class and such Distribution Date;

          C.   to the Class M-2 Certificates, Current Interest and any
               Carryforward Interest for such Class and such Distribution Date;

          D.   to the Class B-1 Certificates, Current Interest and any
               Carryforward Interest for such Class and such Distribution Date;

          E.   to the Class B-2 Certificates, Current Interest and any
               Carryforward Interest, calculated using a Pass-Through Rate equal
               to the Class B-2 Capped Pass- Through Rate, for such Class and
               such Distribution Date;

          F.   from amounts otherwise distributable to the Class X-1
               Certificates, to the Class B-2 Certificates, Current Interest and
               any Carryforward Interest at a rate equal to the excess, if any,
               of the Class B-2 Pass-Through Rate over the Class B-2 Capped
               Pass-Through Rate, for such Class and such Distribution Date;

          G.   for application as part of Monthly Excess Cashflow for such
               Distribution Date as provided in clause (iv) of this Section
               4.02(b), any Interest Remittance Amount remaining after
               application pursuant to clauses A. through F. above.

          (ii) On each Distribution Date (a) prior to the Stepdown Date or (b)
     with respect to which a Trigger Event has occurred, the Trustee shall
     distribute the Principal Payment Amount for such date in the following
     order of priority:



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          A.   commencing on the Distribution Date in August 2006 or thereafter,
               to the Class P Certificates, until the Class Principal Balance of
               such class has been reduced to zero;

          B.   first to the Class R Certificates, until the Class Principal
               Balance thereof is reduced to zero and then concurrently to the
               Class A-1 and Class A-2 Certificates in the manner described in
               Section 4.02(c), until the Class Principal Balance of each such
               Class has been reduced to zero;

          C.   to the Class M-1 Certificates, until the Class Principal Balance
               of such Class has been reduced to zero;

          D.   to the Class M-2 Certificates, until the Class Principal Balance
               of such Class has been reduced to zero;

          E.   to the Class B-1 Certificates, until the Class Principal Balance
               of such Class has been reduced to zero;

          F.   to the Class B-2 Certificates, until the Class Principal Balance
               of such Class has been reduced to zero; and

          G.   for application as part of Monthly Excess Cashflow for such
               Distribution Date, as provided in clause (iv) of this Section
               4.02(b), any Principal Payment Amount remaining after application
               pursuant to clauses A. through F. above.

          (iii) On each Distribution Date (a) on or after the Stepdown Date and
     (b) with respect to which a Trigger Event has not occurred, the Trustee
     shall distribute the Principal Payment Amount for such date in the
     following order of priority:

          A.   commencing on the Distribution Date in August 2006 or thereafter,
               to the Class P Certificates, until the Class Principal Balance of
               such class has been reduced to zero;

          B.   concurrently, to the Class A-1 and Class A-2 Certificates, the
               Senior Principal Payment Amount for such Distribution Date in the
               manner described in Section 4.02(c), until the Class Principal
               Balance of each such Class has been reduced to zero;

          C.   to the Class M-1 Certificates, the Class M-1 Principal Payment
               Amount for such Distribution Date, until the Class Principal
               Balance of such Class has been reduced to zero;

          D.   to the Class M-2 Certificates, the Class M-2 Principal Payment
               Amount for such Distribution Date, until the Class Principal
               Balance of such Class has been reduced to zero;



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          E.   to the Class B-1 Certificates, the Class B-1 Principal Payment
               Amount for such Distribution Date, until the Class Principal
               Balance of such Class has been reduced to zero; and

          F.   to the Class B-2 Certificates, the Class B-2 Principal Payment
               Amount for such Distribution Date, until the Class Principal
               Balance of such Class has been reduced to zero; and

          G.   for application as part of Monthly Excess Cashflow for such
               Distribution Date, as provided in clause (iv) of this Section
               4.02(b), any Principal Payment Amount remaining after application
               pursuant to clauses A. through F. above.

          (iv) On each Distribution Date, except for the first Distribution
     Date, the Trustee shall distribute the Monthly Excess Cashflow for such
     date in the following order of priority:

          A.   (I) except for the first Distribution Date, until the
               Overcollateralization Amount equals the Targeted
               Overcollateralization Amount for such date, on each Distribution
               Date (a) prior to the Stepdown Date or (b) with respect to which
               a Trigger Event has occurred, to the extent of Monthly Excess
               Interest for such Distribution Date, to the Certificates, in the
               following order of priority:

               (aa) first to the Class R and then, concurrently, to the Class
                    A-1 and Class A-2 Certificates, with the aggregate amount
                    distributable to the Class A-1 and Class A-2 Certificates
                    under this clause (I)(aa) allocated between such Classes as
                    described below, until the Class Principal Balance of each
                    such Class has been reduced to zero;

               (bb) to the Class M-1 Certificates, until the Class Principal
                    Balance of such Class has been reduced to zero;

               (cc) to the Class M-2 Certificates, until the Class Principal
                    Balance of such Class has been reduced to zero;

               (dd) to the Class B-1 Certificates, until the Class Principal
                    Balance of such Class has been reduced to zero; and

               (ee) to the Class B-2 Certificates, until the Class Principal
                    Balance of such Class has been reduced to zero.

               (II) on each Distribution Date on or after the Stepdown Date and
                    with respect to which a Trigger Event has not occurred, to
                    fund any principal distributions required to be made on such
                    Distribution Date set forth above in clause (iii) above,
                    after giving effect to the distribution of the Principal
                    Payment Amount for such Distribution Date, in accordance
                    with the priorities set forth therein, with the


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                    aggregate amount distributable to the Class A-1 and Class
                    A-2 Certificates under this clause (II) allocated between
                    such Classes as described below;

          B.   to the Class M-1 Certificates, any Deferred Amount for such
               Class, with interest thereon at the Pass-Through Rate;

          C.   to the Class M-2 Certificates, any Deferred Amount for such
               Class, with interest thereon at the Pass-Through Rate;

          D.   to the Class B-1 Certificates, any Deferred Amount for such
               Class, with interest thereon at the Pass-Through Rate;

          E.   to the Class B-1 Certificates, any Deferred Amount for such
               Class, with interest thereon at the Pass-Through Rate;

          F.   from amounts otherwise distributable to the Class X-1
               Certificate, to the Class A-1 and Class A-2 Certificates, any
               applicable Basis Risk Shortfall for such Classes (subject to the
               limitation below as to the Class A-1 Certificates);

          G.   from amounts otherwise distributable to the Class X-1
               Certificate, to the Class M-1 Certificates, any applicable Basis
               Risk Shortfall for such Class;

          H.   from amounts otherwise distributable to the Class X-1
               Certificate, to the Class M-2 Certificates, any applicable Basis
               Risk Shortfall for such Class;

          I.   from amounts otherwise distributable to the Class X-1
               Certificate, to the Class B-1 Certificates, any applicable Basis
               Risk Shortfall for such Class;

          J.   from amounts otherwise distributable to the Class X-1
               Certificate, to the Reserve Fund, the Required Basis Risk Reserve
               Fund Deposit;

          K.   to the Class X-1 Certificate, the Class X-1 Distributable Amount
               for such Distribution Date reduced by amounts distributed
               pursuant to clause F of Section 4.02(b)(i) and clauses F through
               J of Section 4.02(b)(iv) for such Distribution Date, together
               with any amounts withdrawn from the Reserve Fund for distribution
               to such Class X-1 Certificate pursuant to Sections 4.07(b) and
               (c) and the amount of any Overcollateralization Release Amount
               for such Distribution Date; and

          L.   to the Class R Certificate, any remaining amount.

          On each Distribution Date, the aggregate amount distributable to the
Class A-1 and Class A-2 Certificates under clause (iv)A.(I)(aa) or (iv)A.(II)
above shall be allocated between such Classes in proportion to the respective
aggregate Stated Principal Balances of the Mortgage Loans in the related Loan
Group determined as of such Distribution Date; provided, however, that the


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aggregate amount distributed to the Class A-1 Certificates under clause
(iv)A.(I)(aa) or (iv)A.(II) above shall be not greater than an amount equal to
the excess (such amount, the "Class A-1 Eligible Excess Cashflow") of (1) the
portion of the Interest Remittance Amount for such Distribution Date that is
derived from the Mortgage Loans in Loan Group 1, over (2) the Current Interest
and any Carryforward Interest for the Class A-1 Certificates for such
Distribution Date. If the amount otherwise allocable to the Class A-1
Certificates under the preceding sentence is limited by the Class A-1 Eligible
Excess Cashflow, then the amount in excess of that limitation shall be paid to
the Class A-2 Certificates until the Class Principal Balance of that class is
reduced to zero. In addition, the payment of any Basis Risk Shortfall on any
Distribution Date to the Class A-1 Certificates shall be limited to an amount
equal to the Class A-1 Eligible Excess Cashflow minus the amount distributed to
the Class A-1 Certificates under clause (iv)A.(I)(aa) or (iv)A.(II) above for
that date.

          (v) On each Distribution Date, the Trustee shall distribute to the
     Holder of the Class P Certificate, the aggregate of all Prepayment Premiums
     collected during the preceding Prepayment Period.

          (vi) On the first Distribution Date only, the Trustee shall distribute
     the Monthly Excess Cashflow for such date to the Class X-1 Certificate.

          (vii) On each Distribution Date, the Trustee shall distribute to the
     Holder of the Class X-2 Certificates, the proceeds of any Mortgage Loan
     that has been charged off.

          (c) Distributions of principal pursuant to Sections 4.02(b)(ii)(B) and
4.02(b)(iii)(B)on the Class A-1 and Class A-2 Certificates on each Distribution
Date will be made concurrently, in each case in accordance with the percentage
of the amounts described in clauses (1) through (5) in the definition of
Principal Remittance Amount derived from the related Loan Group, until the Class
Principal Balances of the Class A-1 and Class A-2 Certificates have been reduced
to zero. If on any Distribution Date one of the Class A-1 or Class A-2
Certificates is reduced to zero, the remaining amount of principal available to
be allocated to such Class on such Distribution Date will be distributed to the
other Class of Class A Certificates.

          SECTION 4.03 [Reserved]

          SECTION 4.04 [Reserved]

          SECTION 4.05 Allocation of Realized Losses.

          On each Distribution Date, the Trustee shall determine the total of
the Applied Loss Amount, if any, for such Distribution Date. The Applied Loss
Amount for any Distribution Date shall be applied by reducing the Class
Principal Balance of each Class of Subordinate Certificates beginning with the
Class of Subordinate Certificates then outstanding with the lowest relative
payment priority, in each case until the respective Class Principal Balance
thereof is reduced to zero. Any Applied Loss Amount allocated to a Class of
Subordinate Certificates shall be allocated among the Subordinate Certificates
of such Class in proportion to their respective Percentage Interests.



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          All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution Date to the following REMIC I Regular Interests: first, to REMIC I
Regular Interest LT-1 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-2 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-3 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-4 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-5 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-6 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-7 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-8 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-9 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-10 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-11 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-12 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-13 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-14 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-15 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-16 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-17 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-18 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-19 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-20 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-21 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-22 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-23 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-24 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-25 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-26 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-27 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-28 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-29 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-30 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-31 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-32 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-33 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-34 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
I Regular Interest LT-35 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC I Regular Interest LT-36 until the
Uncertificated Principal Balance thereof has been reduced to zero, then to REMIC
1 Regular Interest LT-37 until the Uncertificated Principal Balance thereof has
been reduced to zero. All Realized Losses on the REMIC I Regular Interests LT-1,
LT-2, LT-3, LT-4,


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LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15, LT-16,
LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25, LT-26, LT-27,
LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35, LT-36 and LT-37 shall be
deemed to have been allocated to the following REMIC 2 Regular Interests in the
specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC 2 Regular Interests MT-1 and MT-8 up to an aggregate amount
equal to the excess of (a) the REMIC 2 Interest Loss Allocation Amount over (b)
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for such Distribution Date, 98% and 2%,
respectively; second, to the Uncertificated Principal Balances of the REMIC 2
Regular Interests MT-1 and MT-8 up to an aggregate amount equal to the REMIC 2
Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest MT-1, REMIC 2
Regular Interest MT-7 and REMIC 2 Regular Interest MT-8, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest MT-7 has been reduced to zero; fourth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest MT-1, REMIC 2 Regular Interest MT-6 and
REMIC 2 Regular Interest MT-8, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest MT-6 has been
reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest MT-1, REMIC 2 Regular Interest MT-5 and REMIC 2 Regular
Interest MT-8, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest MT-5 has been reduced to zero; and sixth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest MT-1, REMIC 2
Regular Interest MT-4 and REMIC 2 Regular Interest MT-8, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest MT-4 has been reduced to zero.

          SECTION 4.06 Monthly Statements to Certificateholders.

          (a) Not later than each Distribution Date, the Trustee shall prepare
and cause to be forwarded by first class mail to the Depositor, each Servicer
and each Rating Agency, and make available on the website maintained by the
Trustee at http://www.jpmorgan.com/absmbs, a statement setting forth with
respect to the related distribution for each Certificate Group:

          (i) the amount thereof allocable to principal, separately identifying
     the aggregate amount of any Principal Prepayments and Liquidation Proceeds
     included therein, and the amount of the distribution made to the holders of
     the Class P Certificates allocable to Prepayment Penalties;

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

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

          (iv) the aggregate Stated Principal Balance of the Mortgage Loans in
     Loan Group 1 and the Mortgage Loans in Loan Group 2;



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

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

          (vii) the amount of Advances included in the distribution on such
     Distribution Date and the aggregate amount of Advances outstanding as of
     the end of the preceding month;

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

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

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

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

          (xii) the aggregate amount of Realized Losses incurred during the
     preceding calendar month and aggregate Realized Losses through such
     Distribution Date; and

          (xiii) the Rolling Three Month Delinquency Rate for the Mortgage Loans
     for such Distribution Date.

          Assistance in using the website can be obtained by calling the
Trustee's customer service desk at 877-722-1095. Parties that are unable to use
the website are entitled to have a paper copy mailed to them via first class
mail by written notice to the Trustee at its Corporate Trust Office. The
Trustee's responsibility for disbursing the above information to the
Certificateholders for each Certificate Group is limited to the availability,
timeliness and accuracy of the information derived from the Servicers. The
foregoing information shall be reported to the Trustee each month on or before
the related Determination Date.

          (b) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished to each Person who at any time
during the calendar year was a


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

          SECTION 4.07 Distributions on the REMIC 1 Regular Interests.

          (a) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 1
to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:

          (i) to the Holders of REMIC 1 Regular Interests LT-2, LT-3, LT-4,
     LT-5, LT-6, LT-7, LT-8, LT-9, LT-10, LT-11, LT-12, LT-13, LT-14, LT-15,
     LT-16, LT-17, LT-18, LT-19, LT-20, LT-21, LT-22, LT-23, LT-24, LT-25,
     LT-26, LT-27, LT-28, LT-29, LT-30, LT-31, LT-32, LT-33, LT-34, LT-35,
     LT-36, LT-37, LT-P and LT-R, in an amount equal to (A) the related
     Uncertificated Accrued Interest for such Distribution Date, plus (B) any
     amounts in respect thereof remaining unpaid from previous Distribution
     Dates and second, to Holders of Uncertificated REMIC 1 Regular Interest
     LT-1 an amount equal to (A) the related Uncertificated Accrued Interest for
     such Distribution Date, plus (B) any amounts in respect thereof remaining
     unpaid from previous Distribution Dates; and

          (ii) to the Holders of REMIC 1 Regular Interests, in an amount equal
     to the remainder of the Available Funds for such Distribution Date after
     the distributions made pursuant to clause (ii) above, allocated as follows:

               (a) to the Holders of REMIC I Regular Interest LT-R, an amount
     equal to the amount of principal distributed to the holder of the
     Corresponding Uncertificated Interest on such Distribution Date pursuant to
     Section 4.08(a)(ii)(a);

               (b) to the Holders of REMIC I Regular Interest LT-P, an amount
     equal to the amount distributed to the holder of the Corresponding
     Uncertificated Interest on such Distribution Date pursuant to Section
     4.08(a)(ii)(b);

               (c) to the Holders of REMIC 1 Regular Interest LT-1, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-1 is reduced to zero;

               (d) to the Holders of REMIC 1 Regular Interest LT-2, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-2 is reduced to zero;

               (e) to the Holders of REMIC 1 Regular Interest LT-3, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-3 is reduced to zero;


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               (f) to the Holders of REMIC 1 Regular Interest LT-4, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-4 is reduced to zero;

               (g) to the Holders of REMIC 1 Regular Interest LT-5, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-5 is reduced to zero;

               (h) to the Holders of REMIC 1 Regular Interest LT-6, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-6 is reduced to zero;

               (i) to the Holders of REMIC 1 Regular Interest LT-7, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-7 is reduced to zero;

               (j) to the Holders of REMIC 1 Regular Interest LT-8, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-8 is reduced to zero;

               (k) to the Holders of REMIC 1 Regular Interest LT-9, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-9 is reduced to zero;

               (l) to the Holders of REMIC 1 Regular Interest LT-10, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-10 is reduced to zero;

               (m) to the Holders of REMIC 1 Regular Interest LT-11, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-11 is reduced to zero;

               (n) to the Holders of REMIC 1 Regular Interest LT-12, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-12 is reduced to zero;

               (o) to the Holders of REMIC 1 Regular Interest LT-13, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-13 is reduced to zero;

               (p) to the Holders of REMIC 1 Regular Interest LT-14, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-14 is reduced to zero;



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               (q) to the Holders of REMIC 1 Regular Interest LT-15, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-15 is reduced to zero;

               (r) to the Holders of REMIC 1 Regular Interest LT-16, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-16 is reduced to zero;

               (s) to the Holders of REMIC 1 Regular Interest LT-17, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-17 is reduced to zero;

               (t) to the Holders of REMIC 1 Regular Interest LT-18, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-18 is reduced to zero;

               (u) to the Holders of REMIC 1 Regular Interest LT-19, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-19 is reduced to zero;

               (v) to the Holders of REMIC 1 Regular Interest LT-20, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-20 is reduced to zero;

               (w) to the Holders of REMIC 1 Regular Interest LT-21, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-21 is reduced to zero;

               (x) to the Holders of REMIC 1 Regular Interest LT-22, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-22 is reduced to zero;

               (y) to the Holders of REMIC 1 Regular Interest LT-23, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-23 is reduced to zero;

               (z) to the Holders of REMIC 1 Regular Interest LT-24, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-24 is reduced to zero;

               (aa) to the Holders of REMIC 1 Regular Interest LT-25, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-25 is reduced to zero;

               (bb) to the Holders of REMIC 1 Regular Interest LT-26, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-26 is reduced to zero;


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               (cc) to the Holders of REMIC 1 Regular Interest LT-27, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-27 is reduced to zero;

               (dd) to the Holders of REMIC 1 Regular Interest LT-28, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-28 is reduced to zero;

               (ee) to the Holders of REMIC 1 Regular Interest LT-29, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-29 is reduced to zero;

               (ff) to the Holders of REMIC 1 Regular Interest LT-30, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-30 is reduced to zero;

               (gg) to the Holders of REMIC 1 Regular Interest LT-31, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-31 is reduced to zero;

               (hh) to the Holders of REMIC 1 Regular Interest LT-32, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-32 is reduced to zero;

               (ii) to the Holders of REMIC 1 Regular Interest LT-33, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-33 is reduced to zero;

               (jj) to the Holders of REMIC 1 Regular Interest LT-34, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-34 is reduced to zero;

               (kk) to the Holders of REMIC 1 Regular Interest LT-35, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-35 is reduced to zero;

               (ll) to the Holders of REMIC 1 Regular Interest LT-36, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-36 is reduced to zero;

               (mm) to the Holders of REMIC 1 Regular Interest LT-37, until the
     Uncertificated Principal Balance of Uncertificated REMIC 1 Regular Interest
     LT-37 is reduced to zero; and

               (nn) any remaining amount to the Holders of the Class R-1
     Interest.



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          SECTION 4.08 Distributions on the REMIC 2 Regular Interests.

          (a) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 2
to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:

          (i) first, to the extent of the sum of Available Funds for such
     Distribution Date, to Holders of REMIC 2 Regular Interests MT-1, MT-2,
     MT-3, MT-4, MT-5, MT-6, MT-7, MT-8, MT-P and MT-R, pro rata, in an amount
     equal to (A) the Uncertificated Accrued Interest for such Distribution
     Date, plus (B) any amounts in respect thereof remaining unpaid from
     previous Distribution Dates. Amounts payable as Uncertificated Accrued
     Interest in respect of REMIC 2 Regular Interest LT-8 shall be reduced when
     the REMIC 2 Overcollateralization Amount is less than the REMIC 2
     Overcollateralization Target Amount, by the lesser of (x) the amount of
     such difference and (y) the REMIC 2 Regular Interest MT-8 Maximum Interest
     Deferral Amount;

          (ii) second, to the Holders of REMIC 2 Regular Interests, in an amount
     equal to the remainder of the Available Funds for such Distribution Date
     after the distributions made pursuant to clause (i) above, allocated as
     follows:

               (a) to the Holders of REMIC I Regular Interest MT-R, an amount
          equal to the amount of principal distributed to the holder of the
          Corresponding Certificate on such Distribution Date pursuant to
          Section 4.02;

               (b) to the Holders of REMIC I Regular Interest MT-P, an amount
          equal to the sum of (i) the amount of principal distributed to the
          holder of the Corresponding Certificate on such Distribution Date
          pursuant to Section 4.02(b)(ii)A. and (ii) the amount distributed to
          the holder of the Corresponding Certificate on such Distribution Date
          pursuant to Section 4.02(b)(v).

          (iii) third, to the Holders of REMIC 2 Regular Interests, in an amount
     equal to the remainder of the Available Funds for such Distribution Date
     after the distributions made pursuant to clauses (i) and (ii) above,
     allocated as follows:

          (a) with respect Holders of REMIC 2 Regular Interest MT-1, 98.00% of
     such remainder, until the Uncertificated Principal Balance of such
     Uncertificated REMIC 2 Regular Interest is reduced to zero;

          (b) with respect to the Holders of REMIC 2 Regular Interest MT-2,
     MT-3, MT-4, MT-5, MT-6, MT-7 and MT-8, 1.00% of such remainder, in the same
     proportion as principal payments are allocated to the Corresponding
     Certificates, until the Uncertificated Principal Balances of such REMIC 2
     Regular Interests are reduced to zero;



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<PAGE>



          (c) to the Holders of REMIC 2 Regular Interest MT-8, 1.00% of such
     remainder, until the Uncertificated Principal Balance of such REMIC 2
     Regular Interest is reduced to zero; then

          (d) any remaining amount to the Holders of the Class R Certificates
     (in respect of the Class R-2 Interest);

provided, however, 98.00% and 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated to
Holders of REMIC 2 Regular Interest MT-1 and REMIC 1 Regular Interest MT-8,
respectively.

          SECTION 4.09 Reserve Fund.

          (a) On the Closing Date, the Trustee shall establish and maintain in
its name, in trust for the benefit of the Holders of the Class A-1, Class A-2,
Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, the Reserve Fund.
The Reserve Fund shall be an Eligible Account, and funds on deposit therein
shall be held separate and apart from, and shall not be commingled with, any
other moneys, including without limitation, other moneys held by the Trustee
pursuant to this Agreement.

          (b) On the Closing Date, $5,000 will be deposited by the Depositor
into the Reserve Fund. On each Distribution Date, the Trustee shall transfer
from the Certificate Account to the Reserve Fund pursuant to Section
4.02(b)(iv)(I)., the Required Basis Risk Reserve Fund Deposit. Amounts on
deposit in the Reserve Fund may be withdrawn by the Trustee in connection with
any Distribution Date to fund the amounts required to be distributed to holders
of the Class A-1, Class A-2, Class M-1, Class M-2 and Class B-1 Certificates
pursuant to Sections 4.02(a)(iv) F. through I. to the extent Monthly Excess
Cashflow on such date is insufficient to make such payments. Any such amounts
distributed shall be treated for federal tax purposes as amounts distributed by
REMIC 3 to the Class X-1 Certificateholders. On any Distribution Date, any
amounts on deposit in the Reserve Fund in excess of the Required Basis Risk
Reserve Fund Amount shall be distributed to the Class X-1 Certificateholder
pursuant to Section 4.02(a)(iv)K.

          (c) Amounts distributed pursuant to clause F of Section 4.02(b)(i) and
clauses F through J of Section 4.02(b)(iv) for such Distribution Date shall be
treated for federal income tax purposes as amounts distributed by REMIC 3 to the
Class X-1 Certificateholders.

          (d) Funds in the Reserve Fund may be invested in Eligible Investments
by the Trustee at the direction of the Majority in Interest Holder of the Class
X-1 Certificate. Any net investment earnings on such amounts shall be payable to
the Holder of the Class X-1 Certificate. Amounts held in the Reserve Fund from
time to time shall continue to constitute assets of the Trust Fund, but not of
REMIC 1, REMIC 2 or REMIC 3, until released from the Reserve Fund pursuant to
this Section 4.09. The Reserve Fund constitutes an "outside reserve fund" within
the meaning of Treasury Regulation ss.1.860G-2(h) and is not an asset of REMIC
1, REMIC 2 or REMIC 3. For all federal tax purposes, amounts transferred by the
REMIC 1, REMIC 2 or REMIC 3 to the Reserve Fund shall be treated as amounts
distributed by REMIC 1, REMIC 2 or REMIC 3 to the Class X-1 Certificateholders.
The Class X-1 Certificate shall evidence ownership of the Reserve Fund for
federal tax purposes and the Holders thereof shall direct the Trustee in writing
as to the investment


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of amounts therein. In the absence of such written direction, all funds in the
Reserve Fund shall be invested by the Trustee in the Chase Vista Prime Money
Market Fund. The Trustee shall have no liability for losses on investments in
Eligible Investments made pursuant to this Section 4.09(c) (other than as
obligor on any such investments). Upon termination of the Trust Fund, any
amounts remaining in the Reserve Fund shall be distributed to the Holder of the
Class X-1 Certificate in the same manner as if distributed pursuant to Section
4.02(b)(iv)K. hereof.

          (e) On the Distribution Date immediately after the Distribution Date
on which the aggregate Class Principal Balance of the Class A-1, Class A-2,
Class M-1, Class M-2 and Class B-1 Certificates equals zero, any amounts on
deposit in the Reserve Fund not payable on the Class A-1, Class A-2, Class M-1,
Class M-2 or Class B-1 Certificates shall be distributed to the Holder of the
Class X-1 Certificate in the same manner as if distributed pursuant to Section
4.02(b)(iv)K. hereof.

          SECTION 4.10 Prepayment Penalties.

          For any Mortgage Loan in which a Prepayment Penalty is due, the
Trustee will verify no later than 5 Business Days after each Distribution Date
that the related Servicer remitted an amount with respect to such Prepayment
Penalty. The Trustee is not responsible for verifying whether the amount of such
Prepayment Penalty is correct. The Trustee shall provide a report (the
"Prepayment Penalty Report") to the related Servicer listing any Mortgage Loans
for which a Prepayment Penalty was due but not received by the Trustee no later
than the Business Day immediately preceding the related Distribution Date. If
the related Servicer fails to remit a Prepayment Penalty to the Trustee, and the
Trustee notified such Servicer that such Prepayment Penalty was due but not
received and such Servicer fails to remit such Prepayment Penalty or to provide
the Trustee with an Officer's Certificate providing a written explanation of
such Servicer's determination not to pursue the collection of such Prepayment
Penalty within four Business Days of the date of the Prepayment Penalty Report,
the Trustee will promptly provide notice in writing of such failure to the
Depositor. The Trustee shall have no further responsibilities with respect to
such Prepayment Penalties.


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                                    ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01 The Certificates.

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

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

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

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

          The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restriction or transfer imposed under Article
V of this Agreement or under applicable law with respect to any transfer of any
Certificate, or any interest therein, other than to require delivery of the
certification(s) and/or opinions of counsel described in Article V applicable
with respect to changes in registration of record ownership of Certificates in
the Certificate Register. The Trustee shall have no liability for transfers,
including transfers made through the book-entry facilities of the Depository or
between or among Depository Participants or beneficial owners of the
Certificates made in violation of applicable restrictions.


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

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

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

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

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

          (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
in connection with any transfer of a Private Certificate by the Depositor to any
affiliate, in the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee in writing the facts surrounding the transfer in
substantially the form set forth in Exhibit J (the "Transferor Certificate") and
(i) deliver a letter in substantially the form of either Exhibit K (the
"Investment Letter") or Exhibit L (the "Rule 144A Letter") or (ii) there shall
be delivered to the Trustee at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the
Securities Act. The Depositor shall provide to any Holder of a Private
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Mortgage Loans and such
other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Servicers shall cooperate
with the Depositor in providing the Rule 144A information referenced in


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<PAGE>



the preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Seller and the Servicers against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received either (i) a representation from the transferee
of such Certificate, acceptable to and in form and substance satisfactory to the
Trustee (in the event such Certificate is a Private Certificate or a Residual
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit K
or Exhibit L), to the effect that such transferee is not an employee benefit
plan or arrangement subject to Section 406 of ERISA or a plan subject to Section
4975 of the Code, nor a person acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such transfer,
(ii) in the case of a Class B-2 Certificate only, if such transferee is an
insurance company, it is purchasing the Class B-2 Certificates with funds
contained in an "insurance company general account" (as defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and such
transferee's purchase and holding of the Class B-2 Certificates are covered
under PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate
presented for registration in the name of an employee benefit plan subject to
ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan or arrangement or
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to
the Trustee, which Opinion of Counsel shall not be an expense of either the
Trustee or the Trust Fund, addressed to the Trustee, to the effect that the
purchase or holding of such ERISA-Restricted Certificate will not result in the
assets of the Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject the
Trustee or the Servicers to any obligation in addition to those expressly
undertaken in this Agreement or to any liability. For purposes of the preceding
sentence, with respect to an ERISA-Restricted Certificate that is not a Private
Certificate or a Residual Certificate, in the event the representation letter
referred to in the preceding sentence is not furnished, such representation
shall be deemed to have been made to the Trustee by the transferee's (including
an initial acquiror's) acceptance of the ERISA-Restricted Certificates.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to ERISA or to the Code without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee as described above shall be void
and of no effect.

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



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

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

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

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

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

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


                                       105

<PAGE>



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

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

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

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

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

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


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option advises the Trustee in writing that it elects to terminate the book-entry
system through the Depository or (z) after the occurrence of an Event of
Default, Certificate Owners representing at least 51% of the Certificate Balance
of the Book-Entry Certificates together advise the Trustee and the Depository
through the Depository Participants in writing that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Certificate Owners, the Trustee shall notify all Certificate Owners, through
the Depository, of the occurrence of any such event and of the availability of
definitive, fully-registered Certificates (the "Definitive Certificates") to
Certificate Owners requesting the same. Upon surrender to the Trustee of the
related Class of Certificates by the Depository, accompanied by the instructions
from the Depository for registration, the Trustee shall issue the Definitive
Certificates. None of the Sellers, the Servicers, the Depositor or the Trustee
shall be liable for any delay in delivery of such instruction and each may
conclusively rely on, and shall be protected in relying on, such instructions.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.

          SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

          SECTION 5.04 Persons Deemed Owners.

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



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

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

          SECTION 5.06 Maintenance of Office or Agency.

          The Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies in New York, New York where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office for such purposes. The Trustee
will give prompt written notice to the Certificateholders of any change in such
location of any such office or agency.


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                                   ARTICLE VI

                   THE DEPOSITOR, THE SELLER AND THE SERVICERS

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

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

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

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

          Any Person into which the Depositor, the Seller or a Servicer may be
merged or consolidated, or any Person resulting from any merger or consolidation
to which the Depositor, the Seller or a Servicer shall be a party, or any person
succeeding to the business of the Depositor, the Seller or a Servicer, shall be
the successor of the Depositor, the Seller or a Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding, provided, however, that the successor or surviving Person with
respect to a merger or consolidation of a Servicer shall be an institution which
is a FNMA or FHLMC approved company in good standing. In addition to the
foregoing, there must be delivered to the Trustee a letter from each of the
Rating Agencies, to the effect that such merger, conversion or consolidation of
a Servicer will not result in a disqualification, withdrawal or downgrade of the
then current rating of any of the Certificates.

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

          None of the Depositor, the Seller, any Servicer nor any of the
directors, officers, employees or agents of the Depositor, the Seller or any
Servicer shall be under any liability to the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Seller, any Servicer or any such
Person against any breach of representations or warranties made by it herein or
protect the Depositor, the Seller, any Servicer or any such Person from any
liability which would otherwise be imposed by reasons of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Seller, each
Servicer and any director,


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

          SECTION 6.04 Limitation on Resignation of a Servicer.

          (a) Subject to Section 6.04(b) below, a Servicer shall not resign from
the obligations and duties hereby imposed on it except (a) upon appointment,
pursuant to the provisions of Section 7.02, of a successor servicer which (i)
has a net worth of not less than $10,000,000 and (ii) is a FNMA or FHLMC
approved company in good standing and receipt by the Trustee of a letter from
each Rating Agency that such a resignation and appointment will not result in a
qualification, withdrawal or downgrading of the then current rating of any of
the Certificates, or (b) upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination under clause (b)
permitting the resignation of a Servicer shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee. No such resignation shall
become effective until the Trustee or a successor servicer shall have assumed
such Servicer's responsibilities, duties, liabilities and obligations hereunder
and the requirements of Section 7.02 have been satisfied.

          (b) Notwithstanding the foregoing, the Seller, as owner of the
servicing rights, or any subsequent owner of the servicing rights, shall be
entitled to require that either or both of Wilshire and Vesta resign and appoint
a successor servicer; provided that such entity delivers to the Trustee the
letter required by Section 6.04(a)(ii) above.


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                                   ARTICLE VII

                                     DEFAULT

          SECTION 7.01 Events of Default.

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

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

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

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

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

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

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



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

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

          SECTION 7.02 Trustee to Act; Appointment of Successor.

          On and after the time a Servicer receives a notice of termination
pursuant to Section 7.01 of this Agreement or the resignation of such Servicer
pursuant to Section 6.04, the Trustee shall, subject to and to the extent
provided herein, be the successor to such Servicer, but only in its capacity as
servicer under this Agreement, and not in any other, and the transactions set
forth herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on such Servicer by the terms and provisions
hereof and applicable law including the obligation to make Advances pursuant to
Section 4.01. As compensation therefor, the Trustee shall be entitled to all
funds relating to the related Mortgage Loans that such Servicer would have been
entitled to charge to the Collection Account, provided that the terminated
Servicer shall nonetheless be entitled to payment or reimbursement as provided
in Section 3.08 to the extent that such payment or reimbursement relates to the
period prior to termination of such Servicer. Notwithstanding the foregoing, if
the Trustee has become the successor to a Servicer in accordance with Section
7.01, the Trustee may, if it shall be unwilling to so act, or shall, if it is
prohibited by applicable law from making Advances pursuant to


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4.01 hereof, or if it is otherwise unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established mortgage loan
servicing institution the appointment of which does not adversely affect the
then current rating of the Certificates by each Rating Agency, as the successor
to such Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of such Servicer hereunder. Any
successor to a Servicer shall be an institution which is a FNMA or FHLMC
approved seller/servicer for first and second loans in good standing, which has
a net worth of at least$10,000,000, which is willing to service the related
Mortgage Loans and which executes and delivers to the Depositor and the Trustee
an agreement accepting such delegation and assignment, containing an assumption
by such Person of the rights, powers, duties, responsibilities, obligations and
liabilities of such Servicer (other than liabilities of such Servicer under
Section 6.03 hereof incurred prior to termination of such Servicer under Section
7.01 hereunder), with like effect as if originally named as a party to this
Agreement; provided that each Rating Agency acknowledges that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified, withdrawn or downgraded as a result of such assignment and
delegation. Pending appointment of a successor to such Servicer hereunder, the
Trustee, unless the Trustee is prohibited by law from so acting, shall, subject
to the limitations described herein, act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
the related Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of the Servicing Fee. The
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Neither the
Trustee nor any other successor servicer shall be deemed to be in default by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof or any failure to perform, or any delay in
performing, any duties or responsibilities hereunder, in either case caused by
the failure of such Servicer to deliver or provide, or any delay in delivering
or providing, any cash, information, documents or records to it.

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

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


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          SECTION 7.03 Notification to Certificateholders.

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

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


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

          SECTION 8.01 Duties of the Trustee.

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

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

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

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

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

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



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          SECTION 8.02 Certain Matters Affecting the Trustee.

          Except as otherwise provided in Section 8.01:

          (i) the Trustee may request and conclusively rely upon and shall be
     protected in acting or refraining from acting upon any resolution,
     Officers' Certificate, certificate of auditors or any other certificate,
     statement, instrument, opinion, report, notice, request, consent, order,
     appraisal, bond or other paper or document believed by it to be genuine and
     to have been signed or presented by the proper party or parties and the
     Trustee shall have no responsibility to ascertain or confirm the
     genuineness of any signature of any such party or parties;

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

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

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

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

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

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

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

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


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

          SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

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

          SECTION 8.04 Trustee May Own Certificates.

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

          SECTION 8.05 Trustee's Fees and Expenses.

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


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

          SECTION 8.06 Eligibility Requirements for the Trustee.

          The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause either of the Rating Agencies to reduce their
respective then current Ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or a Servicer and its affiliates; provided, however, that such
entity cannot be an affiliate of the Seller, the Depositor or a Servicer other
than the Trustee in its role as successor to a Servicer.

          SECTION 8.07 Resignation and Removal of the Trustee.

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

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



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

          Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.

          SECTION 8.08 Successor Trustee.

          Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
and each Servicer and the Seller an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, each Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties, and obligations.

          No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 and its appointment shall not
adversely affect the then current rating of the Certificates.

          Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.

          SECTION 8.09 Merger or Consolidation of the Trustee.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the business of the Trustee, shall be the successor of
the Trustee hereunder, provided that such corporation shall be eligible under
the provisions of Section 8.06 without the execution or filing of any paper or
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.



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          SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, each Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as each
Servicer and the Trustee may consider necessary or desirable. If a Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

          Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

          (i) To the extent necessary to effectuate the purposes of this Section
     8.10, all rights, powers, duties and obligations conferred or imposed upon
     the Trustee shall be conferred or imposed upon and exercised or performed
     by the Trustee and such separate trustee or co-trustee jointly (it being
     understood that such separate trustee or co-trustee is not authorized to
     act separately without the Trustee joining in such act), except to the
     extent that under any law of any jurisdiction in which any particular act
     or acts are to be performed (whether as Trustee hereunder or as successor
     to a Servicer hereunder), the Trustee shall be incompetent or unqualified
     to perform such act or acts, in which event such rights, powers, duties and
     obligations (including the holding of title to the applicable Trust Fund or
     any portion thereof in any such jurisdiction) shall be exercised and
     performed singly by such separate trustee or co-trustee, but solely at the
     direction of the Trustee;

          (ii) No trustee hereunder shall be held personally liable by reason of
     any act or omission of any other trustee hereunder and such appointment
     shall not, and shall not be deemed to, constitute any such separate trustee
     or co-trustee as agent of the Trustee;

          (iii) The Trustee may at any time accept the resignation of or remove
     any separate trustee or co-trustee; and

          (iv) The Depositor, and not the Trustee, shall be liable for the
     payment of reasonable compensation, reimbursement and indemnification to
     any such separate trustee or co-trustee.

          Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of


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

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

          SECTION 8.11 Tax Matters.

          It is intended that the assets with respect to which the REMIC
elections are to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to each such segregated
pool of assets shall be such as to qualify such assets as, a "real estate
mortgage investment conduit" as defined in and in accordance with the Trust Fund
Provisions. In furtherance of such intention, the Trustee covenants and agrees
that it shall act as agent (and the Trustee is hereby appointed to act as agent)
on behalf of the Trust Fund and that in such capacity it shall: (a) prepare and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file or cause to be
prepared and filed with the Internal Revenue Service and applicable state or
local tax authorities income tax or information returns for each taxable year
with respect to each of REMIC 1, REMIC 2, and REMIC 3 containing such
information and at the times and in the manner as may be required by the Code or
state or local tax laws, regulations, or rules, and furnish or cause to be
furnished to Certificateholders the schedules, statements or information at such
times and in such manner as may be required thereby; (b) within thirty days of
the Closing Date, furnish or cause to be furnished to the Internal Revenue
Service, on Forms 8811 or as otherwise may be required by the Code, the name,
title, address, and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto, together with
such additional information as may be required by such form, and update such
information at the time or times in the manner required by the Code; (c) make or
cause to be made elections that the assets of each of REMIC 1, REMIC 2 and REMIC
3 be treated as a REMIC on the federal tax return for its first taxable year
(and, if necessary, under applicable state law); (d) prepare and forward, or
cause to be prepared and forwarded, to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including without limitation, the
calculation of any original issue discount using the Prepayment Assumption; (e)
provide information necessary for the computation of tax imposed on the transfer
of a Residual Certificate to a Person that is not a Permitted Transferee, or an
agent (including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a


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Non-Permitted Transferee is the record holder of an interest (the reasonable
cost of computing and furnishing such information may be charged to the Person
liable for such tax); (f) to the extent that they are under its control, conduct
matters relating to such assets at all times that any Certificates are
outstanding so as to maintain the status of REMIC 1, REMIC 2 and REMIC 3 as a
REMIC under the REMIC Provisions; (g) not knowingly or intentionally take any
action or omit to take any action that would cause the termination of the REMIC
status of REMIC 1, REMIC 2 or REMIC 3; (h) pay, from the sources specified in
the last paragraph of this Section 8.11, the amount of any federal or state tax,
including prohibited transaction taxes as described below, imposed on the Trust
Fund prior to its termination when and as the same shall be due and payable (but
such obligation shall not prevent the Trustee or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not prevent
the Trustee from withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings); (i) ensure that federal, state or local income
tax or information returns shall be signed by the Trustee or such other person
as may be required to sign such returns by the Code or state or local laws,
regulations or rules; (j) maintain records relating to the Trust Fund, including
but not limited to the income, expenses, assets and liabilities thereof and the
fair market value and adjusted basis of the assets determined at such intervals
as may be required by the Code, as may be necessary to prepare the foregoing
returns, schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of the
Trust Fund, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of the Trust
Fund, and otherwise act on behalf of the Trust Fund in relation to any tax
matter or controversy involving it.

          To the extent that they are under its control, each Servicer shall
conduct matters relating to the assets of each REMIC at all times that any
Certificates are outstanding so as to maintain the status of REMIC 1, REMIC 2
and REMIC 3 as a REMIC under the REMIC Provisions. No Servicer shall knowingly
or intentionally take any action that would cause the termination of the REMIC
status of REMIC 1, REMIC 2 or REMIC 3.

          In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

          In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of the Trust Fund as defined in Section 860G(c) of
the Code, on any contribution to the Trust Fund after the Startup Day pursuant
to Section 860G(d) of the Code, or any other tax is imposed, if not paid as


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otherwise provided for herein, such tax shall be paid by (i) the Trustee, if any
such other tax arises out of or results from a breach by the Trustee of any of
its obligations under this Agreement, (ii) the related Servicer or the Seller,
in the case of any such minimum tax, if such tax arises out of or results from a
breach by such Servicer or the Seller of any of their obligations under this
Agreement or (iii) the Seller, if any such tax arises out of or results from the
Seller's obligation to repurchase a related Mortgage Loan pursuant to Section
2.02 or 2.03 or (iv) in all other cases, or in the event that the Trustee, the
related Servicer or Seller fails to honor its obligations under the preceding
clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise to
be distributed to the Certificateholders, as provided in Section 4.02.

          The Trustee shall treat the Reserve Fund as an outside reserve fund
within the meaning of Treasury Regulation 1.860G-2(h) that is owned by the Class
X-1 Certificateholder and that is not an asset of the REMICs. The Trustee shall
treat the rights of the Class A-1, Class A-2, Class M-1, Class M-2 and Class B-1
Certificateholders to receive payments from the Reserve Fund as rights in an
interest rate cap contract written by the Class X-1 Certificateholder in favor
of the Class A-1, Class A-2, Class M-1, Class M-2 and Class B-1
Certificateholders. Thus, each Certificate other than the Class X-1 Certificates
shall be treated as representing ownership of not only REMIC Regular Interests,
but also ownership of an interest in an interest rate cap contract. For purposes
of determining the issue price of the REMIC Regular interests, the Trustee shall
assume that the interest rate cap contract has a value of $5,000.

          Neither a Servicer nor the Trustee shall enter into any arrangement by
which any of REMIC 1, REMIC 2 or REMIC 3 will receive a fee or other
compensation for services nor permit any of REMIC 1, REMIC 2 or REMIC 3 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 8.12 Periodic Filings.

          The Trustee shall, on behalf of the Trust Fund, cause to be filed with
the Securities and Exchange Commission any periodic reports required to be filed
under the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder. In
connection with the preparation and filing of such periodic reports, the
Depositor and each Servicer shall timely provide to the Trustee all material
information available to them which is required to be included in such reports.
The Trustee shall have no liability with respect to any failure to properly
prepare or file such periodic reports resulting from or relating to the
Trustee's inability or failure to obtain any information not resulting from its
own negligence or willful misconduct.


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                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01 Termination upon Liquidation or Purchase of the Mortgage
                       Loans.

          Subject to Section 9.03, the rights, obligations and responsibilities
of the Depositor, the Seller, the Servicers and the Trustee created hereunder
with respect to the Trust Fund shall terminate upon the earlier of (a) the
purchase by the Optional Termination Holder of all Mortgage Loans (and REO
Properties) remaining at the price equal to the sum of (A) 100% of the Stated
Principal Balance of each Mortgage Loan (other than in respect of REO Property)
plus one month's accrued interest thereon at the applicable Mortgage Rate and
(B) the lesser of (x) the appraised value of any REO Property as determined by
the higher of two appraisals completed by two independent appraisers selected by
the Depositor at the expense of the Depositor and (y) the Stated Principal
Balance of each Mortgage Loan related to any REO Property, in each case plus
accrued and unpaid interest thereon at the applicable Mortgage Rate and (b) the
later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement. In
no event shall the trusts created hereby continue beyond the expiration of 21
years from the death of the survivor of the descendants of Joseph P. Kennedy,
the late Ambassador of the United States to the Court of St. James's, living on
the date hereof. The right to repurchase all Mortgage Loans and REO Properties
pursuant to clause (a) above shall be conditioned upon the aggregate Stated
Principal Balance of the Mortgage Loans and the appraised value of the REO
Properties at the time of any such repurchase, aggregating less than ten percent
of the Aggregate Loan Balance of the Mortgage Loans as of the Cut-off Date.

          SECTION 9.02 Final Distribution on the Certificates.

          If on any Determination Date, the Trustee determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Collection Accounts and Certificate Account, the Trustee
shall promptly send a final distribution notice to each Certificateholder. If
the Optional Termination Holder above elects to terminate the Trust Fund
pursuant to Section 9.01, at least 20 days prior to the date notice is to be
mailed to the affected Certificateholders such Person shall notify the Servicers
and the Trustee of the date the Depositor intends to terminate the Trust Fund
and of the applicable repurchase price of the Mortgage Loans and REO Properties.

          Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders shall surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 10th
day and not later than the 15th day of the month next preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution Date
upon which final distribution on the Certificates will be made upon presentation
and surrender of Certificates at the office therein designated, (b) the amount
of such final distribution, (c) the location of the office or agency at which


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such presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the Certificates at the
office therein specified. The Trustee shall give such notice to each Rating
Agency at the time such notice is given to Certificateholders.

          Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class, in each case on
the final Distribution Date and in the order set forth in Section 4.02, in the
case of the Certificateholders, in proportion to their respective Percentage
Interests, with respect to Certificateholders of the same Class, an amount equal
to (i) as to each Class of Regular Certificates, the Certificate Balance thereof
plus accrued interest thereon (or on their Notional Amount, if applicable) in
the case of an interest-bearing Certificate and (ii) as to the Residual
Certificates, the amount, if any, which remains on deposit in the Collection
Accounts (other than the amounts retained to meet claims) after application
pursuant to clause (i) above.

          In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice all the applicable Certificates shall not
have been surrendered for cancellation, the Trustee may take appropriate steps,
or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets which remain a part of
the Trust Fund. If within one year after the second notice all Certificates
shall not have been surrendered for cancellation, the Class A-R
Certificateholders shall be entitled to all unclaimed funds and other assets of
the Trust Fund which remain subject hereto and the Trustee shall be discharged
from all further liability with respect to the Certificates and this Agreement.

          SECTION 9.03 Additional Termination Requirements.

          (a) In the event that the Optional Termination Holder exercises its
purchase option with respect to the Mortgage Loans as provided in Section 9.01,
at such time as the Mortgage Loans are so purchased, the Trust Fund shall be
terminated in accordance with the following additional requirements, unless the
Trustee has been supplied with an Opinion of Counsel, at the expense of the
Depositor, to the effect that the failure to comply with the requirements of
this Section 9.03 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC as defined in Section 860F of the Code, or (ii) cause
REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

               (1)  Within 90 days prior to the final Distribution Date set
                    forth in the notice given by the Trustee under Section 9.02,
                    the Depositor shall prepare and the Trustee, at the expense
                    of the Depositor, shall adopt a plan of complete liquidation
                    within the meaning of Section 860F(a)(4) of the Code which,
                    as evidenced by an Opinion of Counsel (which opinion shall
                    not be an expense of the Trustee, the


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                    Tax Matters Person or the Trust Fund), meets
                    the requirements of a qualified liquidation;

               (2)  Within 90 days after the time of adoption of such a plan of
                    complete liquidation, the Trustee shall sell all of the
                    assets of the Trust Fund to the Depositor for cash in
                    accordance with Section 9.01; and

                         On the date specified for final payment of the
                    Certificates, the Trustee shall, after payment of any
                    unreimbursed Advances, Servicing Advances, Servicing Fees or
                    other fee compensation payable to each Servicer pursuant to
                    this Agreement, make final distributions of principal and
                    interest on the Certificates in accordance with Section 4.02
                    and distribute or credit, or cause to be distributed or
                    credited, to the Holders of the Residual Certificates all
                    cash on hand after such final payment (other than the cash
                    retained to meet claims), and the Trust Fund (and any REMIC)
                    shall terminate at that time.

          (b) The Trustee as agent for REMIC 1, REMIC 2 and REMIC 3 hereby
agrees to adopt and sign such a plan of complete liquidation upon the written
request of the Depositor, and the receipt of the Opinion of Counsel referred to
in Section 9.03(a)(1) and to take such other action in connection therewith as
may be reasonably requested by the Depositor.

          (c) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Depositor to prepare and the Trustee to adopt and sign a
plan of complete liquidation.


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                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

          SECTION 10.01 Amendment.

          This Agreement may be amended from time to time by the Depositor, each
Servicer, the Seller and the Trustee without the consent of any of the
Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct any
defective provision herein or to supplement any provision herein which may be
inconsistent with any other provision herein, (iii) to add to the duties of the
Depositor, the Seller or any Servicer, (iv) to add any other provisions with
respect to matters or questions arising hereunder or (v) to modify, alter,
amend, add to or rescind any of the terms or provisions contained in this
Agreement; provided that any action pursuant to clauses (iv) or (v) above shall
not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Trust Fund, but shall be at the expense of
the party proposing such amendment), adversely affect in any material respect
the interests of any Certificateholder; provided, however, that no such Opinion
of Counsel shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such letter in and of
itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Depositor, the Seller and the
Servicers also may at any time and from time to time amend this Agreement
without the consent of the Certificateholders to modify, eliminate or add to any
of its provisions to such extent as shall be necessary or helpful to (i)
maintain the qualification of REMIC 1, REMIC 2 or REMIC 3 as a REMIC under the
Code, (ii) avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code, provided that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to, as applicable, (i) maintain such
qualification, (ii) avoid or minimize the risk of the imposition of such a tax
or (iii) comply with any such requirements of the Code.

          This Agreement may also be amended from time to time by the Depositor,
the Servicers, the Seller and the Trustee with the consent of the Holders of a
Majority in Interest of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments required to
be distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (i), without the consent of the Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating 66%, or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all such Certificates then outstanding.



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          Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel, which opinion shall not be an expense of the
Trustee or the Trust Fund, but shall be at the expense of the party preparing
such amendment, to the effect that such amendment will not cause the imposition
of any tax on the Trust Fund or the Certificateholders or cause REMIC 1, REMIC 2
or REMIC 3 to fail to qualify as a REMIC at any time that any Certificates are
outstanding.

          Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance or a copy of such
amendment to each Certificateholder if the consent of Certificateholders was
required and each Rating Agency.

          It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

          Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be an
expense of the Trustee or the Trust Fund), satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

          SECTION 10.02 Recordation of Agreement; Counterparts.

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

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

          SECTION 10.03 Governing Law.

          THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES


                                       128

<PAGE>



HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

          SECTION 10.04 [Reserved]

          SECTION 10.05 Notices.

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

          (i) Any material change or amendment to this Agreement;

          (ii) The occurrence of any Event of Default that has not been cured;

          (iii) The resignation or termination of any Servicer or the Trustee
     and the appointment of any successor;

          (iv) The repurchase or substitution of Mortgage Loans pursuant to
     Sections 2.02 and 2.03; and

          (v) The final payment to Certificateholders.

          In addition, the Trustee shall promptly furnish to each Rating Agency
copies of the following to the extent such items are in its possession:

          (i) Each report to Certificateholders described in Section 4.06 and
     3.19;

          (ii) Each annual statement as to compliance described in Section 3.16;

          (iii) Each annual independent public accountants' servicing report
     described in Section 3.17; and

          (iv) Any notice of a purchase of a Mortgage Loan pursuant to Section
     2.02, 2.03 or 3.11.

          All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given when delivered to (a) in the case of the
Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New York, New York
10010, Attention: Helaine Hebble (with a copy to Credit Suisse First Boston
Mortgage Securities Corp., Eleven Madison Avenue, 4th Floor, New York, New York
10010, Attention: Office of the General Counsel), (b) in the case of the
Trustee, the Corporate Trust Office or such other address as the Trustee may
hereafter furnish to the Depositor and the Servicers, (c) in the case of
Wilshire, 1776 SW Madison, Portland, Oregon 97205 Attention: Jay Memmott, with a
copy to Stoel Rives LLP, 900 SW Fifth, Portland, Oregon 97204 Attention: Gary
Barnum or such other address as may be hereafter furnished in writing to the
Depositor and the Trustee by the Servicer, (d) in the case of each of the Rating
Agencies, the address specified therefor in the definition corresponding to the
name of such Rating Agency and (e) in the


                                       129

<PAGE>



case of Vesta, Vesta Servicing, L.P., 9600 Great Hills Trail, Suite 300-E,
Austin, Texas, Attention: Jeff Neal. Notices to Certificateholders shall be
deemed given when mailed, first class postage prepaid, to their respective
addresses appearing in the Certificate Register.

          SECTION 10.06 Severability of Provisions.

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

          SECTION 10.07 Assignment.

          Notwithstanding anything to the contrary contained herein, except as
provided in Sections 6.02 and 6.04, this Agreement may not be assigned by any
Servicer without the prior written consent of the Trustee and Depositor;
provided, however, that neither the Depositor nor the Trustee shall consent to
any such assignment unless each Rating Agency has confirmed in writing that such
assignment will not cause a reduction or withdrawal of the ratings then assigned
by it to any Class of Certificates.

          SECTION 10.08 Limitation on Rights of Certificateholders.

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

          No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as herein provided, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being


                                       130

<PAGE>



understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section 10.08, each
and every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

          SECTION 10.09 Certificates Nonassessable and Fully Paid.

          It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in
the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.


                                       131

<PAGE>


          IN WITNESS WHEREOF, the Depositor, the Trustee, the Seller and the
Servicers have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE
                                        SECURITIES CORP.,
                                        as Depositor

                                        By:___________________________________
                                        Name:
                                        Title:


                                        THE CHASE MANHATTAN BANK,
                                        as Trustee

                                        By:___________________________________
                                        Name:
                                        Title:



                                        DLJ MORTGAGE CAPITAL, INC.,
                                        as Seller

                                        By:___________________________________
                                        Name:
                                        Title:



                                        WILSHIRE CREDIT CORPORATION,
                                        as a Servicer

                                        By:___________________________________
                                        Name:
                                        Title:



                                        VESTA SERVICING, L.P.,
                                        as a Servicer

                                        By:___________________________________
                                        Name:
                                        Title:


                          [NOTARY PAGES TO BE ATTACHED]


                                       132

<PAGE>


                                    EXHIBIT A

                          [FORM OF CLASS A CERTIFICATE]

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

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

[THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]



                                       A-1

<PAGE>




Certificate No. [____]                       [____]% Interest Rate

Cut-off Date:                                Initial Certificate Balance of this
August 1, 2001                               Certificate ("Denomination"):
                                             $[____________]

First Distribution Date:                     Initial [Certificate Balances] of
September 25, 2001                           all Certificates of this Class:
                                             $[____________]

Maturity Date:                               CUSIP: [_________________]
[____________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18
                                 Class [_______]

     evidencing a percentage  interest in the distributions  allocable to
     the  Certificates  of the  above-referenced  Class with respect to a
     Trust Fund consisting  primarily of a pool of conventional  mortgage
     loans (the "Mortgage Loans") secured by fixed rate, first and second
     lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicers
or the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
to such terms in the Agreement. This Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which


                                       A-2

<PAGE>



Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.



                                       A-3

<PAGE>



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

Dated: August 29, 2001

                                               THE CHASE MANHATTAN BANK,
                                               as Trustee

                                               By ______________________________

Countersigned:

By ______________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee



                                       A-4

<PAGE>



                                    EXHIBIT B

                        [FORM OF SUBORDINATE CERTIFICATE]

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

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

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, A
REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OFFICER'S
CERTIFICATE OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED
ABOVE SHALL BE VOID AND OF NO EFFECT.]

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE

WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]



                                       B-1

<PAGE>



[THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]



                                       B-2

<PAGE>




Certificate No. [____]                     [____]% Interest Rate

Cut-off Date:                              Initial Certificate Balance of this
August 1, 2001                             Certificate ("Denomination"):
                                           $[____________]

First Distribution Date:                   Initial [Certificate Balances] of all
September 25, 2001                         Certificate of this Class:
                                           $[____________]

Maturity Date:                             CUSIP: [_________________]
[____________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18
                                 Class [_______]

     evidencing a percentage  interest in the distributions  allocable to
     the  Certificates  of the  above-referenced  Class with respect to a
     Trust Fund consisting  primarily of a pool of conventional  mortgage
     loans (the "Mortgage Loans") secured by fixed rate, first and second
     lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicers
or the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

     This certifies that [Cede & Co.] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
to such terms in the Agreement. This Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which


                                       B-3

<PAGE>



Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

     [No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund,
(ii) if the purchaser is an insurance company, a representation that the
purchaser is an insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificates satisfy the
requirements for exemptive relief under Sections I and III of PTCE 95-60 or
(iii) in the case of any such Certificate presented for registration in the name
of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan or arrangement, or
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to
the Trustee to the effect that the purchase or holding of such Certificate will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA and the Code and will
not subject the Trustee or the Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee or the Trust Fund. Notwithstanding anything else to the contrary
herein, any purported transfer of a Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.]

     [No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such laws. In the event that a
transfer is to be made in reliance upon an exemption from the Securities Act and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trustee in
writing the facts surrounding the transfer. In the event that such a transfer is
to be made within three years from the date of the initial issuance of
Certificates pursuant hereto, there shall also be delivered (except in the case
of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption from
the Securities Act and such state securities laws, which Opinion of Counsel
shall not be obtained at the expense of the Trustee, the Seller, the Servicers
or the Depositor. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.]

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.



                                       B-4

<PAGE>



     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.



                                       B-5

<PAGE>



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

Dated: August 29, 2001

                                               THE CHASE MANHATTAN BANK,
                                               as Trustee

                                               By _____________________________


Countersigned:

By _____________________________
    Authorized Signatory of
    THE CHASE MANHATTAN BANK,
    as Trustee


                                       B-6

<PAGE>



                                    EXHIBIT C

                         [FORM OF RESIDUAL CERTIFICATE]

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

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF
NO EFFECT.



                                                        C-1

<PAGE>




Certificate No. [____]                       [____]% Interest Rate

Cut-off Date:                                Initial Certificate Balance of this
August 1, 2001                                Certificate ("Denomination"):
                                             $[____________]

First Distribution Date:                     Initial [Certificate Balances] of
September 25, 2001                           all Certificates of this Class:
                                             $[____________]

Maturity Date:                               CUSIP: [_________________]
[____________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18
                                 Class [_______]

     evidencing the  distributions  allocable to the Class R Certificates
     with  respect  to a Trust  Fund  consisting  primarily  of a pool of
     conventional  mortgage loans (the "Mortgage Loans") secured by fixed
     rate, first and second lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicers
or the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

     This certifies that [______________________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
to such terms in the Agreement. This Certificate is issued under and is subject
to the terms, provisions and conditions


                                       C-2

<PAGE>



of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.

     Any distribution of the proceeds of any remaining assets of the Trust Fund
will be made only upon presentment and surrender of this Class R Certificate at
the Corporate Trust Office or the office or agency maintained by the Trustee in
New York, New York.

     No transfer of a Class R Certificate shall be made unless the Trustee shall
have received either (i) a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement to effect such transfer, which representation letter shall not be
an expense of the Trustee or the Trust Fund or (ii) in the case of any such
Class R Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan or arrangement, or using such
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the
Trustee to the effect that the purchase or holding of such Class R Certificate
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the prohibited transaction provisions of ERISA and the Code and
will not subject the Trustee to any obligation in addition to those undertaken
in this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee or the Trust Fund. Notwithstanding anything else to the contrary herein,
any purported transfer of a Class R Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

     Each Holder of this Class R Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Class R Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Class R Certificate may be transferred without delivery to the
Trustee of (a) a transfer affidavit of the proposed transferee and (b) a
transfer certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Class R Certificate must agree to require a transfer affidavit
and to deliver a transfer certificate to the Trustee as required pursuant to the
Agreement, (iv) each person holding or acquiring an Ownership Interest in this
Class R Certificate must agree not to transfer an Ownership Interest in this
Class R Certificate if it has actual knowledge that the proposed transferee is
not a Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Class R Certificate in violation of such restrictions
will be absolutely null and void and will vest no rights in the purported
transferee.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                                       C-3

<PAGE>



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

Dated: August 29, 2001

                                               THE CHASE MANHATTAN BANK,
                                               as Trustee

                                               By _____________________________

Countersigned:

By _____________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee



                                       C-4

<PAGE>



                                    EXHIBIT D

                      [FORM OF NOTIONAL AMOUNT CERTIFICATE]

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

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

[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]

[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
OFFICER'S CERTIFICATE OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.


                                       D-1

<PAGE>




Certificate No. [____]                    [____]% Interest Rate

Cut-off Date:                             Initial Certificate Balance of this
August 1, 2001                            Certificate ("Denomination"):
                                          $[____________]

First Distribution Date:                  Initial [Certificate Balances] of all
September 25, 2001                        Certificates of this Class:
                                          $[____________]

Maturity Date:                            CUSIP: [_________________]
[____________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18
                                 Class [_______]

     evidencing a percentage  interest in the distributions  allocable to
     the  Certificates  of the  above-referenced  Class with respect to a
     Trust Fund consisting  primarily of a pool of conventional  mortgage
     loans (the "Mortgage Loans") secured by fixed rate, first and second
     lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

     This Certificate is payable solely from the assets of the Trust and does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Servicers or the Trustee referred to below or any of
their respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

     This certifies that Cede & Co., is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a servicer
("Vesta") and The Chase Manhattan Bank as trustee (the "Trustee"). To the extent
not defined herein, the capitalized terms used herein have the meanings assigned
to such terms in the Agreement. This Certificate is issued under and is subject
to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.


                                       D-2

<PAGE>



     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     [No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund
or (ii) in the case of any such Certificate presented for registration in the
name of an employee benefit plan subject to ERISA, or Section 4975 of the Code
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan or arrangement,
or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trustee to the effect that the purchase or holding of such Certificate
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the prohibited transaction provisions of ERISA and the Code and
will not subject the Trustee or the Servicer to any obligation in addition to
those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee or the Trust Fund. Notwithstanding anything else to the
contrary herein, any purported transfer of a Certificate to or on behalf of an
employee benefit plan subject to ERISA or to the Code without the Opinion of
Counsel satisfactory to the Trustee as described above shall be void and of no
effect.]

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.



                                       D-3

<PAGE>



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

Dated: August 29, 2001

                                               THE CHASE MANHATTAN BANK,
                                               as Trustee

                                               By ______________________________

Countersigned:

By __________________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee



                                       D-4

<PAGE>



                                    EXHIBIT E

                          [FORM OF 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, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF
NO EFFECT.



                                       E-1

<PAGE>




Certificate No. [____]                      [____]% Interest Rate

Cut-off Date:                               Initial Certificate Balance of this
August 1, 2001                              Certificate ("Denomination"):
                                            $[____________]

First Distribution Date:                    Initial [Certificate Balances] of
September 25, 2001                          all Certificates of this Class:
                                            $[____________]

Maturity Date:                              CUSIP: [_________________]
[____________]


              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18
                                 Class [_______]

     evidencing a percentage  interest in the distributions  allocable to
     the  Certificates  of the  above-referenced  Class with respect to a
     Trust Fund consisting  primarily of a pool of conventional  mortgage
     loans (the "Mortgage Loans") secured by fixed rate, first and second
     lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicers or the Trustee referred to below or
any of their respective affiliates.

     This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the Denomination of this Class P Certificate by the Original Class Certificate
Principal Balance) in certain distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2001 (the "Agreement") among the
Depositor, DLJ Mortgage Capital Inc., as seller ("DLJMC"), Wilshire Credit
Corporation, as a servicer ("Wilshire"), Vesta Servicing, L.P., as a servicer
("Vesta") and The Chase Manhattan Bank, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Class P Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class P Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.


                                       E-2

<PAGE>



     This Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.

     No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Seller, the Servicers or the Depositor; or there shall be
delivered to the Trustee and the Depositor a transferor certificate by the
transferor and an investment letter shall be executed by the transferee. The
Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

     No transfer of a Class P Certificate shall be made unless the Trustee shall
have received either (i) a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement to effect such transfer, which representation letter shall not be
an expense of the Trustee or the Trust Fund or (ii) in the case of any such
Class P Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan or arrangement, or using such
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the
Trustee to the effect that the purchase or holding of such Class P Certificate
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the prohibited transaction provisions of ERISA and the Code and
will not subject the Trustee to any obligation in addition to those undertaken
in this Agreement, which Opinion of Counsel shall not be an expense of the
Trustee or the Trust Fund. Notwithstanding anything else to the contrary herein,
any purported transfer of a Class P Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

     Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.



                                       E-3

<PAGE>



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

Dated: August 29, 2001

                                               THE CHASE MANHATTAN BANK,
                                               as Trustee

                                               By ______________________________

Countersigned:

By __________________________________
     Authorized Signatory of
     THE CHASE MANHATTAN BANK,
     as Trustee



                                       E-4

<PAGE>



                                    EXHIBIT F

                         FORM OF REVERSE OF CERTIFICATES



                                       F-1

<PAGE>



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18
                                 Class [_______]

     This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp., Mortgage
Pass-Through Certificates, of the Series specified on the face hereof (herein
collectively called the "Certificates"), and representing a beneficial ownership
interest in the Trust Fund created by the Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Certificates
of the Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. [The Record Date applicable to each Distribution Date
is the last Business Day of the month next preceding the month of such
Distribution Date.][The Record Date applicable to each Distribution Date is the
Business Day immediately preceding the related Distribution Date; provided that
if this Certificate is not a Book-Entry Certificate, then the Record Date
applicable to each Distribution Date is the last Business Day of the month next
preceding such Distribution Date.]

     Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicers, the Seller and the Trustee with the consent of
the Holders of Certificates affected by such amendment evidencing


                                       F-2

<PAGE>



the requisite Percentage Interest, as provided in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicers, the Seller and the Trustee and any agent of
the Depositor or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and the Seller, the
Depositor, the Trustee, or any such agent shall be affected by any notice to the
contrary.

     On any Distribution Date on which the sum of the aggregate Stated Principal
Balance of the Mortgage Loans and the appraised value of the REO Properties at
the time of repurchase is less than 10% of the sum of the Aggregate Loan Balance
of the Mortgage Loans, the Optional Termination Holder will have the option to
repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and REO
Properties at a purchase price determined as provided in the Agreement. In the
event that no such optional termination occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the
maturity or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Agreement of a certain person named
in the Agreement.

     Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                       F-3

<PAGE>



                                   ASSIGNMENT

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

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

________________________________________________________________________________
Dated:


                                       _________________________________________
                                       Signature by or on behalf of assignor



                            DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number ___________________________, or, if mailed by check, to ________
_______________________________________________________________________________
_______________________________________________________________________________
Applicable statements should be mailed to _____________________________________
_______________________________________________________________________________
_______________________________________________________________________________
This information is provided by ____________________________, the assignee named
above, or _____________________________, as its agent.



                                       F-4

<PAGE>



                                    EXHIBIT G

                   FORM OF INITIAL CERTIFICATION OF CUSTODIAN

                                               August __, 2001

__________________________________
__________________________________

Cut-off Date Principal Balance:
$_________________

The Chase Manhattan Bank,
as  Trustee, for the
CSFB Mortgage Pass-Through Certificates, Series 2001-S18
450 West 33rd Street, 14th Floor
New York, New York 10001-2697

                    Re:  Custodial Agreement, dated as of August 1, 2001, among
                         The Chase Manhattan Bank, as Trustee and Bank One Trust
                         Company, N.A., as Custodian

Ladies and Gentlemen:

     In accordance with the provisions of Section 4 of the above-referenced
Custodial Agreement, the undersigned, as the Custodian, hereby certifies as to
each Mortgage Loan in the Mortgage Loan Schedule that (i) it has received: the
original Mortgage Note and Assignment of Mortgage with respect to each Mortgage
Loan identified on the Mortgage Loan Schedule attached hereto as Exhibit A and
(ii) such Mortgage Note has been reviewed by it and appears regular on its face
and relates.

     The Custodian makes no representations as to: (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans or
(ii) the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan.

     The Custodian hereby confirms that it is holding each such Mortgage Note
and Assignment of Mortgage as agent and bailee of, and custodian for the
exclusive use and benefit, and subject to the sole direction, of the Trustee
pursuant to the terms and conditions of the Custodial Agreement.

     This Trust Receipt and Initial Certification is not divisible or
negotiable.

     The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Trust Receipt and Initial
Certification at its office at 2220 Chemsearch Boulevard, Suite 150, Irving,
Texas 75062, Attention: Document Custodian.




                                       G-1

<PAGE>



         Capitalized terms used herein shall have the meaning ascribed to them
in the Custodial Agreement.

                                               BANK ONE TRUST COMPANY, N.A.,
                                               as Custodian

                                               By:______________________________
                                               Name:
                                               Title:



                                       G-2

<PAGE>



                                    EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF CUSTODIAN

Trust Receipt #_________

Cut-off Date Principal Balance
$_________________
[To be addressed to the Trustee of record]
__________________________________
__________________________________

                    Re:  Custodial Agreement, dated as of August 1, 2001, among
                         The Chase Manhattan Bank, as Trustee and Bank One Trust
                         Company, N.A., as Custodian

Ladies and Gentlemen:

     In accordance with the provisions of Section 6 of the above-referenced
Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as
to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto)
it has reviewed the Custodial Files and has determined that (i) all documents
required to be delivered to it pursuant to Sections 2(i)-(x) of the Custodial
Agreement are in its possession; (ii) such documents have been reviewed by it
and appear regular on their face and related to such Mortgage Loan; (iii) all
Assignments of Mortgage or intervening assignments of mortgage, as applicable,
have been submitted for recording in the jurisdictions in which recording is
necessary; and (iv) each Mortgage Note has been endorsed as provided in Section
2(ii) of the Custodial Agreement and each Mortgage has been assigned in
accordance with Section 2(iv) and (v) of the Custodial Agreement. The Custodian
makes no representations as to: (i) validity, legality, enforceability,
sufficiency, due authorization or genuineness of any of the documents contained
in each Custodial File or of any of the Mortgage Loans, or (ii) The
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.

     The Custodian hereby confirms that it is holding each such Custodial File
as agent and bailee of, and custodian for the exclusion use and benefit, and
subject to the sole direction, of Trustee pursuant to the terms and conditions
of the Custodial Agreement.

     This Trust Receipt and Final Certification is not divisible or negotiable.

     The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Trust Receipt and Final
Certification at its office at 2220 Chemsearch Boulevard, Suite 150, Irving,
Texas 75062, Attention: Document Custodian.



                                       H-1

<PAGE>



     Capitalized terms used herein shall have the meaning ascribed to them in
the Custodial Agreement.

                                              BANK ONE TRUST COMPANY, N.A.,
                                              as Custodian

                                              By:______________________________
                                              Name:
                                              Title:



                                       H-2

<PAGE>



                                    EXHIBIT I

                               TRANSFER AFFIDAVIT

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18
                                 Class [_______]

STATE OF                   )
                           ) ss.:
COUNTY OF                  )

     The undersigned, being first duly sworn, deposes and says as follows:

     1. The undersigned is an officer of , The proposed Transferee of an
Ownership Interest in a Class R Certificate (The "Certificate") issued pursuant
to the Pooling and Servicing Agreement, (The "Agreement"), relating to the
above-referenced Series, among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire
Credit Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a
servicer ("Vesta") and The Chase Manhattan Bank as trustee (The "Trustee").
Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall
have the meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee.

     2. The Transferee is, as of the date hereof, and will be, as of the date of
the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person and has attached hereto an affidavit from
such Person in substantially the same form as this affidavit. The Transferee has
no knowledge that any such affidavit is false.

     3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) The Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.

     4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this purpose, a
"pass-through entity" includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain


                                       I-1

<PAGE>



cooperatives and, except as may be provided in Treasury Regulations, persons
holding interests in pass-through entities as a nominee for another Person.)

     5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, The restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.

     6. The Transferee agrees to require a Transfer Affidavit from any Person to
whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, The
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as EXHIBIT J to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

     7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.

     8. The Transferee's taxpayer identification number is [_____________].

     9. The Transferee is a United States Person.

     10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

     11. The Transferee is (a) not an employee benefit plan that is subject to
ERISA or a plan that is subject to Section 4975 of the Code, and the Transferee
is not acting on behalf of such a plan or (b) an employee benefit plan that is
subject to ERISA or a plan that is subject to Section 4975 of the Code, and the
Transferee is not acting on behalf of such a plan and will provide an Opinion of
Counsel in accordance with the provisions of Agreement.

                                  *     *     *



                                       I-2

<PAGE>



     IN WITNESS WHEREOF, The Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this _____ day of _____________, 20___.



                                              Print Name of Transferee

                                              By:______________________________
                                              Name:
                                              Title:

[Corporate Seal]

ATTEST:

__________________________________
[Assistant] Secretary

     Personally appeared before me the above-named , known or proved to me to be
the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

     Subscribed and sworn before me this ______ day of _______________, 20___.

                                             __________________________________
                                             NOTARY PUBLIC

                                             My Commission expires the ______
                                             day of _________________, 20___.



                                       I-3

<PAGE>



                                    EXHIBIT 1
                                       to
                                    EXHIBIT I

CERTAIN DEFINITIONS

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

     "Permitted Transferee": Any person other than (i) The United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (ii) a foreign government, International Organization or any
agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership, or other
entity created or organized in or under the laws of the United States, any State
thereof or the District of Columbia, or an estate whose income from sources
without the United States is includible in gross income for federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust unless such Person has furnished the transferor and the
Trustee with a duly completed Internal Revenue Service Form W-8ECI or successor
form, and (vi) any other Person so designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Residual
Certificate to such Person may cause the Trust Fund hereunder to fail to qualify
as a REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.

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

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

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



                                      I-1-1

<PAGE>



                                    EXHIBIT 2
                                       to
                                    EXHIBIT I

                        Section 5.02(C) of the Agreement
                        --------------------------------

         [TO BE INSERTED WHEN POOLING AND SERVICING AGREEMENT FINALIZED]



                                      I-2-1

<PAGE>



                                    EXHIBIT J

                         FORM OF TRANSFEROR CERTIFICATE

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Helaine Hebble

The Chase Manhattan Bank
450 West 33rd Street, 16th Floor
New York, New York 10001

          Re:  Credit Suisse First Boston Mortgage Securities Corp.,
               CSFB Trust Series 2001-S18 CSFB
               Mortgage Pass-Through Certificates, Series 2001-S18, Class [___]

Ladies and Gentlemen:

     In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (The "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act and (c)
to the extent we are disposing of a Class A-R Certificate, we have no knowledge
the Transferee is not a Permitted Transferee.

                                               Very truly yours,

                                               _________________________________
                                               Print Name of Transferor

                                               By:______________________________
                                               Authorized Officer



                                       J-1

<PAGE>



                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Helaine Hebble

The Chase Manhattan Bank
450 West 33rd Street, 16th Floor
New York, New York 10001

      Re:  Credit Suisse First Boston Mortgage Securities Corp.,
           CSFB Trust Series 2001-S18
           CSFB Mortgage Pass-Through Certificates, Series 2001-S18, Class [___]

Ladies and Gentlemen:

     In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (The "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
insitutional "accredited investor," as defined in Regulation D under the Act,
and have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) either (i) we are not an employee
benefit plan that is subject to the Employee Retirement Income Security Act of
1974, as amended, or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of
any such plan or arrangement nor are we using the assets of any such plan or
arrangement to effect such acquisition or (ii) in the case of our acquisition of
a Class B-2 Certificate, if we are an insurance company, a representation that
we are an insurance company which is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and
that the purchase and holding of such Certificates are covered under PTCE 95-60,
(e) if an insurance company, we are purchasing the Certificates with funds
contained in an "insurance company general account" (as defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase
and holding of the Certificates are covered under PTCE 95-60, (f) we are
acquiring the Certificates for investment for our own account and not with a
view to any distribution of such Certificates (but without prejudice to our
right at all times to sell or otherwise dispose of the Certificates in
accordance with clause (h) below), (g) we have not offered or sold any
Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any


                                       K-1

<PAGE>



person with respect thereto, or taken any other action which would result in a
violation of Section 5 of the Act, and (h) we will not sell, transfer or
otherwise dispose of any Certificates unless (1) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the
Act or is exempt from such registration requirements, and if requested, we will
at our expense provide an opinion of counsel satisfactory to the addressees of
this Certificate that such sale, transfer or other disposition may be made
pursuant to an exemption from the Act, (2) The purchaser or transferee of such
Certificate has executed and delivered to you a certificate to substantially the
same effect as this certificate, and (3) The purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Pooling and
Servicing Agreement.

                                               Very truly yours,

                                               _________________________________
                                               Print Name of Transferee

                                               By: _____________________________
                                               Authorized Officer



                                       K-2

<PAGE>



                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

____________, 200__
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: Helaine Hebble

The Chase Manhattan Bank
450 West 33rd Street, 16th Floor
New York, New York 10001

       Re: Credit Suisse First Boston Mortgage Securities Corp.,
           CSFB Trust Series 2001-S18
           CSFB Mortgage Pass-Through Certificates, Series 2001-S18, Class [___]

Ladies and Gentlemen:

     In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (The "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such acquisition,
(e) in the case of our acquisition of a Class B-2 Certificate, if an insurance
company, we are purchasing the Certificates with funds contained in an
"insurance company general account" (as defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase and holding
of the Certificates are covered under PTCE 95-60, (f) we have not, nor has
anyone acting on our behalf offered, transferred, pledged, sold or otherwise
disposed of the Certificates, any interest in the Certificates or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Certificates, any interest in the Certificates or
any other similar security from, or otherwise approached or negotiated with
respect to the Certificates, any interest in the Certificates or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Act or that would render the disposition of the Certificates a violation of
Section 5 of the Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (g) we are a "qualified institutional buyer" as that term
is defined in Rule 144A under


                                       L-1

<PAGE>



the Act ("Rule 144A") and have completed either of the forms of certification to
that effect attached hereto as Annex 1 or Annex 2, (h) we are aware that the
sale to us is being made in reliance on Rule 144A, and (i) we are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, understand that such Certificates may be resold, pledged or transferred
only (A) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (B) pursuant to another exemption
from registration under the Act.

                                               Very truly yours,

                                               _________________________________
                                               Print Name of Transferee

                                               By:______________________________
                                               Authorized Officer




                                       L-2

<PAGE>



ANNEX 1 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]

     The undersigned (The "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     1. As indicated below, The undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

     2. In connection with purchases by the Buyer, The Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) The Buyer owned and/or
invested on a discretionary basis $___________1 in securities (except for the 1
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
The Buyer satisfies the criteria in the category marked below.

     ___ Corporation, etc. The Buyer is a corporation (other than a bank,
     savings and loan association or similar institution), Massachusetts or
     similar business trust, partnership, or charitable organization described
     in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ___ Bank. The Buyer (a) is a national bank or banking institution organized
     under the laws of any State, territory or the District of Columbia, The
     business of which is substantially confined to banking and is supervised by
     the State or territorial banking commission or similar official or is a
     foreign bank or equivalent institution, and (b) has an audited net worth of
     at least $25,000,000 as demonstrated in its latest annual financial
     statements, a copy of which is attached hereto.

     ___ Savings and Loan. The Buyer (a) is a savings and loan association,
     building and loan association, cooperative bank, homestead association or
     similar institution, which is supervised and examined by a State or Federal
     authority having supervision over any such institutions or is a foreign
     savings and loan association or equivalent institution and (b) has an
     audited net worth of at least $25,000,000 as demonstrated in its latest
     annual financial statements, a copy of which is attached hereto.

     ___ Broker-dealer. The Buyer is a dealer registered pursuant to Section 15
     of the Securities Exchange Act of 1934.

_________________

     1    Buyer must own and/or invest on a discretionary basis at least
          $100,000,000 in securities unless Buyer is a dealer, and, in that
          case, Buyer must own and/or invest on a discretionary basis at least
          $10,000,000 in securities.


                                      L-1-1

<PAGE>



     ___ Insurance Company. The Buyer is an insurance company whose primary and
     predominant business activity is the writing of insurance or the reinsuring
     of risks underwritten by insurance companies and which is subject to
     supervision by the insurance commissioner or a similar official or agency
     of a State, territory or the District of Columbia.

     ___ State or Local Plan. The Buyer is a plan established and maintained by
     a State, its political subdivisions, or any agency or instrumentality of
     the State or its political subdivisions, for the benefit of its employees.

     ___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
     Title I of the Employee Retirement Income Security Act of 1974.

     ___ Investment Advisor. The Buyer is an investment advisor registered under
     the Investment Advisors Act of 1940.

     ___ Small Business Investment Company. Buyer is a small business investment
     company licensed by the U.S. Small Business Administration under Section
     301(c) or (d) of the Small Business Investment Act of 1958.

     ___ Business Development Company. Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

     3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, The Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
The securities may be valued at market. Further, in determining such aggregate
amount, The Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

     5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.



                                      L-1-2

<PAGE>



     6. Until the date of purchase of the Rule 144A Securities, The Buyer will
notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice is given, The Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, The Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                            Print Name of Buyer

                                            By:_________________________________
                                            Name:
                                            Title:

                                            Date:_______________________________



                                      L-1-3

<PAGE>



ANNEX 2 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

     The undersigned (The "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

1. As indicated below, The undersigned is the President, Chief Financial Officer
or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser. 2.
In connection with purchases by Buyer, The Buyer is a "qualified institutional
buyer" as defined in SEC Rule 144A because (i) The Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and (ii)
as marked below, The Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, The cost of such securities was used,
except (i) where the Buyer or the Buyer's Family of Investment Companies reports
its securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
The securities may be valued at market.

     ___ The Buyer owned $ in securities (other than the excluded securities
     referred to below) as of the end of the Buyer's most recent fiscal year
     (such amount being calculated in accordance with Rule 144A).

     ___ The Buyer is part of a Family of Investment Companies which owned in
     the aggregate $ in securities (other than the excluded securities referred
     to below) as of the end of the Buyer's most recent fiscal year (such amount
     being calculated in accordance with Rule 144A).

     3.   The term "Family of Investment Companies" as used herein means two or
          more registered investment companies (or series thereof) that have the
          same investment adviser or investment advisers that are affiliated (by
          virtue of being majority owned subsidiaries of the same parent or
          because one investment adviser is a majority owned subsidiary of the
          other).

     4.   The term "securities" as used herein does not include (i) securities
          of issuers that are affiliated with the Buyer or are part of the
          Buyer's Family of Investment Companies, (ii) 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


                                      L-2-1

<PAGE>



          agreements, (vi) securities owned but subject to a repurchase
          agreement and (vii) currency, interest rate and commodity swaps.

     5.   The Buyer is familiar with Rule 144A and understands that the parties
          listed in the Rule 144A Transferee Certificate to which this
          certification relates are relying and will continue to rely on the
          statements made herein because one or more sales to the Buyer will be
          in reliance on Rule 144A. In addition, The Buyer will only purchase
          for the Buyer's own account.

     6.   Until the date of purchase of the Certificates, The undersigned will
          notify the parties listed in the Rule 144A Transferee Certificate to
          which this certification relates of any changes in the information and
          conclusions herein. Until such notice is given, The Buyer's purchase
          of the Certificates will constitute a reaffirmation of this
          certification by the undersigned as of the date of such purchase.

                                               _________________________________
                                               Print Name of Buyer or Adviser

                                               By: _____________________________
                                               Name:
                                               Title:

                                               IF AN ADVISER:

                                               _________________________________
                                               Print Name of Buyer

                                               Date: ___________________________



                                      L-2-2

<PAGE>



                                    EXHIBIT M

                               REQUEST FOR RELEASE
                                  (for Trustee)

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                           CSFB Trust Series 2001-S18
            CSFB Mortgage Pass-Through Certificates, Series 2001-S18


LOAN INFORMATION
----------------

Name of Mortgagor:                 _____________________________________________

Servicer
Loan No.:                          _____________________________________________

TRUSTEE
-------

Name:

Address:                           _____________________________________________
                                   _____________________________________________
                                   _____________________________________________

Trustee
Mortgage File No.:

     The undersigned Servicer hereby acknowledges that it has received from Bank
One, National Association, as Custodian for the Holders of Mortgage Pass-Through
Certificates, of the above-referenced Series, The documents referred to below
(The "Documents"). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing
Agreement (The "Pooling and Servicing Agreement") relating to the
above-referenced Series among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire
Credit Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a
servicer ("Vesta") and The Chase Manhattan Bank as trustee (The "Trustee").

( )  Mortgage Note dated _____________________, _______, in the original
     principal sum of $___________________, made by ____________________.
     payable to, or endorsed to the order of, The Trustee.

( )  Mortgage recorded on ________________ as instrument no. ______________ in
     the County Recorder's Office of the County of ___________________, State of
     ___________ in book/reel/docket _________________ of official records at
     page/image _____________.



                                       M-1

<PAGE>



( )  Deed of Trust recorded on _____________ as instrument no. ______________ in
     the County Recorder's Office of the County of _______________, State of
     ______________ in book/reel/docket _____________________ of official
     records at page/image _________.

( )  Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
     _________ as instrument no. ______________ in the County Recorder's Office
     of the County of ______, State of ________________ in book/reel/docket
     _______________ of official records at page/image _______________.

( )  Other documents, including any amendments, assignments or other assumptions
     of the Mortgage Note or Mortgage.

     ( )

     ( )

     ( )

     ( )

     The undersigned Servicer hereby acknowledges and agrees as follows:

          (1) Such Servicer shall hold and retain possession of the Documents in
          trust for the benefit of the Trustee, solely for the purposes provided
          in the Agreement.

          (2) Such Servicer shall not cause or knowingly permit the Documents to
          become subject to, or encumbered by, any claim, liens, security
          interest, charges, writs of attachment or other impositions nor shall
          the Servicer, if applicable, assert or seek to assert any claims or
          rights of setoff to or against the Documents or any proceeds thereof.

          (3) Such Servicer shall return each and every Document previously
          requested from the Mortgage File to the Custodian when the need
          therefor no longer exists, unless the Mortgage Loan relating to the
          Documents has been liquidated and the proceeds thereof have been
          remitted to the Certificate Account and except as expressly provided
          in the Agreement.

          (4) The Documents and any proceeds thereof, including any proceeds of
          proceeds, coming into the possession or control of such Servicer shall
          at all times be earmarked for the account of the Custodian, and such
          Servicer shall keep the Documents and any proceeds separate and
          distinct from all other property in such Servicer's possession,
          custody or control.

                                            [Servicer]

                                             By ________________________________


                                       M-2

<PAGE>



                                            Its ________________________________

Date: ____________, 20__



                                       M-3

<PAGE>



                                    EXHIBIT N

                                   [RESERVED]



                                       N-1

<PAGE>



                                   EXHIBIT O-1

                        COLLECTION ACCOUNT CERTIFICATION

                             [           ], 20__

     [Servicer's name] hereby certifies that it has established the account
described below as a Collection Account pursuant to Section 3.05 of the Pooling
and Servicing Agreement, dated as of August 1, 2001, among Credit Suisse First
Boston Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), Wilshire Credit Corporation as a servicer ("Wilshire"), Vesta
Servicing, L.P. as a servicer ("Vesta") and The Chase Manhattan Bank as trustee
(The "Trustee").

Title of Account:   [Servicer's Name], in trust for the Holders of Credit Suisse
                    First Boston Mortgage Securities Corp., CSFB Mortgage
                    Pass-Through Certificates, Series 2001-S18.

Account Number: ______________

Address of officer or branch
of the Company at which
Account is maintained:

                       _____________________________
                       _____________________________
                       _____________________________

                       [Servicer's Name], AS SERVICER

                       By:__________________________

                       Name:________________________

                       Title:_______________________



                                      O-1-1

<PAGE>



                                   EXHIBIT O-2

                       COLLECTION ACCOUNT LETTER AGREEMENT

                              [         ], 20__

To: __________________________
    __________________________
    __________________________
         (The "Depository")

     As Servicer under the Pooling and Servicing Agreement, dated as of August
1, 2001, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a servicer
("Vesta") and The Chase Manhattan Bank as trustee (The "Trustee") (The
"Agreement"), we hereby authorize and request you to establish an account, as a
Collection Account pursuant to Section 3.05 of the Agreement, to be designated
as "[Servicer's Name], in trust for the Holders of Credit Suisse First Boston
Mortgage Securities Corp., CSFB Mortgage Pass-Through Certificates, Series
2001-S18." All deposits in the account shall be subject to withdrawal therefrom
by order signed by the Servicer. This letter is submitted to you in duplicate.
Please execute and return one original to us.

                                           [Servicer's Name], AS SERVICER


                                           By:________________________________

                                           Name:______________________________

                                           Title:_____________________________

                                           Date:______________________________




                                      O-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").

                                             __________________________________
                                             Depository


                                             By:_______________________________

                                             Name:_____________________________

                                             Title:____________________________

                                             Date:_____________________________



                                      O-2-2

<PAGE>



                                   EXHIBIT P-1

                          ESCROW ACCOUNT CERTIFICATION

                               [          ], 20__

     [Servicer's Name] hereby certifies that it has established the account
described below as an Escrow Account pursuant to Section 3.06 of the Pooling and
Servicing Agreement, dated as of August 1, 2001, among Credit Suisse First
Boston Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), Wilshire Credit Corporation as a servicer ("Wilshire"), Vesta
Servicing, L.P. as a servicer ("Vesta") and The Chase Manhattan Bank as trustee
(The "Trustee").

Title of Account:   "Credit Suisse First Boston Mortgage Securities Corp., CSFB
                    Mortgage Pass-Through Certificates, Series 2001-S18"

Account Number:     _______________________________

Address of officer or branch
of the Company at which
Account is maintained:

                    _______________________________
                    _______________________________
                    _______________________________

                    [Servicer's Name], AS SERVICER

                    By:____________________________

                    Name:__________________________

                    Title:_________________________



                                      P-1-1

<PAGE>



                                   EXHIBIT P-2

                         ESCROW ACCOUNT LETTER AGREEMENT

                               [           ], 20__

To:  _______________________________
     _______________________________
     _______________________________
     (The "Depository")

     As Servicer under the Pooling and Servicing Agreement, dated as of August
1, 2001, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as a servicer ("Wilshire"), Vesta Servicing, L.P. as a servicer
("Vesta") and The Chase Manhattan Bank as trustee (The "Trustee") (The
"Agreement"), we hereby authorize and request you to establish an account, as an
Escrow Account pursuant to Section 3.06 of the Agreement, to be designated as
"Credit Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, Series 2001-S18" All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. This letter is submitted
to you in duplicate. Please execute and return one original to us.

[SERVICER'S NAME], AS SERVICER

By:_______________________________

Name:_____________________________

Title:____________________________

Date:_____________________________


                                      P-2-1

<PAGE>



The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number ________________ at the office
of the Depository indicated above and agrees to honor withdrawals on such
account as provided above. The full amount deposited at any time in the account
will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund ("BIF") or the Savings Association
Insurance Fund ("SAIF").

_______________________________
Depository

By:____________________________

Name:__________________________

Title:_________________________

Date:__________________________



                                      P-2-2

<PAGE>



                                    EXHIBIT Q

                            MONTHLY REMITTANCE ADVICE

1) Standard CPI Reports:

         T62C-Monthly Accounting Report
         T62E-Liquidation Report
         S50Y-Private Pool Detail Report
         S214-Summary of Paid in Full Collections
         S215-Summary of Collections
         P139-Trial Balance

2) Standard CPI Tape Format:

         PNB Scheduled Balance Tape
         SPNB Determination Diskette/P45K

At such times as [_______________] is no longer the Servicer of the [________]
Mortgage Loans under the Agreement, The Monthly Remittance Advice also shall
include: (i) The aggregate Excess Servicing Fee to be remitted to
[___________________] on the Distribution Date, (ii) The aggregate Prepayment
Penalties collected by the Servicer of such loans during the preceding calendar
month, and (iii) a list of the Mortgage Loans for which Prepayment Penalties are
being remitted (including with respect to each related Mortgage Loan, The loan
number, borrower name and dollar amount of Prepayment Penalties collected for
such Mortgage Loan).



                                       Q-1

<PAGE>



                                    EXHIBIT R

                               CUSTODIAL AGREEMENT



                                       R-1

<PAGE>



                                                    SCHEDULE I

                                              MORTGAGE LOAN SCHEDULE

                                             (Available Upon Request)



                                                        I-1

<PAGE>



                                   SCHEDULE II

                     SELLER'S REPRESENTATIONS AND WARRANTIES

     (i) The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation;

     (ii) The Seller has full corporate power to own its property, to carry on
its business as presently conducted and to enter into and perform its
obligations under this Agreement;

     (iii) The execution and delivery by the Seller of this Agreement have been
duly authorized by all necessary corporate action on the part of the Seller; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Seller or its properties or the
certificate of incorporation or by-laws of the Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Seller's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

     (iv) The execution, delivery and performance by the Seller of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, The giving of notice to, The registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except those consents, approvals,
notices, registrations or other actions as have already been obtained, given or
made and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

     (v) this Agreement has been duly executed and delivered by the Seller and,
assuming due authorization, execution and delivery by the Trustee, The Servicers
and the Depositor, constitutes a valid and binding obligation of the Seller
enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally); and

     (vi) there are no actions, litigation, suits or proceedings pending or to
the knowledge of the Seller, threatened against the Seller before or by any
court, administrative agency, arbitrator or governmental body (i) with respect
to any of the transactions contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Seller if determined adversely
to the Seller would reasonably be expected to materially and adversely affect
the Seller's ability to perform its obligations under this Agreement; and the
Seller is not in default with respect to any order of any court, administrative
agency, arbitrator or governmental body so as to materially and adversely affect
the transactions contemplated by this Agreement.



                                      II-1

<PAGE>



                                  SCHEDULE IIIA

                     WILSHIRE REPRESENTATIONS AND WARRANTIES

     (i) Wilshire is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation;

     (ii) Wilshire has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;

     (iii) The execution and deliver by Wilshire of this Agreement have been
duly authorized by all necessary corporate action on the part of Wilshire; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on Wilshire or its properties or the
certificate of incorporation or bylaws of Wilshire, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on Wilshire ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

     (iv) this Agreement has been duly executed and delivered by Wilshire and,
assuming due authorization, execution and delivery by the Trustee, The Seller,
Vesta and the Depositor, constitutes a valid and binding obligation of Wilshire
enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally); and

     (v) there are no actions, litigation, suits or proceedings pending or to
the knowledge of Wilshire, threatened against Wilshire before or by any court,
administrative agency, arbitrator or governmental body (a) with respect to any
of the transactions contemplated by this Agreement or (b) with respect to any
other matter which in the judgment of Wilshire if determined adversely to
Wilshire would reasonably be expected to materially and adversely affect
Wilshire's ability to perform its obligations under this Agreement, other than
as Servicer has previously advised Seller; and Wilshire is not in default with
respect to any order of any court, administrative agency, arbitrator or
governmental body so as to materially and adversely affect the transactions
contemplated by this Agreement.



                                     IIIA-1

<PAGE>



                                  SCHEDULE IIIB

                      VESTA REPRESENTATIONS AND WARRANTIES

     (i) Vesta is a limited partnership duly organized, validly existing and in
good standing under the laws of the state of its formation;

     (ii) Vesta has full corporate power to own its property, to carry on its
business as presently conducted and to enter into and perform its obligations
under this Agreement;

     (iii) The execution and deliver by Vesta of this Agreement have been duly
authorized by all necessary corporate action on the part of Vesta; and neither
the execution and delivery of this Agreement, nor the consummation of the
transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on Vesta or its properties or the certificate
of incorporation or bylaws of Vesta, except those conflicts, breaches or
defaults which would not reasonably be expected to have a material adverse
effect on Vesta ability to enter into this Agreement and to consummate the
transactions contemplated hereby;

     (iv) this Agreement has been duly executed and delivered by Vesta and,
assuming due authorization, execution and delivery by the Trustee, The Seller,
Wilshire and the Depositor, constitutes a valid and binding obligation of Vesta
enforceable against it in accordance with its terms (subject to applicable
bankruptcy and insolvency laws and other similar laws affecting the enforcement
of the rights of creditors generally); and

     (v) there are no actions, litigation, suits or proceedings pending or to
the knowledge of Vesta, threatened against Vesta before or by any court,
administrative agency, arbitrator or governmental body (a) with respect to any
of the transactions contemplated by this Agreement or (b) with respect to any
other matter which in the judgment of Vesta if determined adversely to Vesta
would reasonably be expected to materially and adversely affect Vesta's ability
to perform its obligations under this Agreement, other than as Servicer has
previously advised Seller; and Vesta is not in default with respect to any order
of any court, administrative agency, arbitrator or governmental body so as to
materially and adversely affect the transactions contemplated by this Agreement.



                                     IIIB-1

<PAGE>



                                   SCHEDULE IV

          REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS

     (i) The Seller or its affiliate is the sole owner of record and holder of
the Mortgage Loan and the indebtedness evidenced by the Mortgage Note.
Immediately prior to the transfer and assignment to the Depositor on the Closing
Date, The Mortgage Loan, including the Mortgage Note and the Mortgage, were not
subject to an assignment or pledge, and the Seller had good and marketable title
to and was the sole owner thereof and had full right to transfer and sell the
Mortgage Loan to the Depositor free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party,
to sell and assign the Mortgage Loan and following the sale of the Mortgage
Loan, The Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest.

     (ii) Any and all requirements of any federal, state or local law including,
without limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with in all material
respects.

     (iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by law, or, necessary to protect the interest of the Depositor. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which assumption agreement is
part of the Mortgage File and the terms of which are reflected in the Mortgage
Loan Schedule; The substance of any such waiver, alteration or modification has
been approved by the issuer of any related Primary Insurance Policy and title
insurance policy, to the extent required by the related policies.

     (iv) The Mortgage Loan complies with all the terms, conditions and
requirements of the originator's underwriting standards in effect at the time of
origination of such Mortgage Loan.

     (v) The information set forth in the Mortgage Loan Schedule, attached to
the Agreement as Schedule I, is complete, true and correct in all material
respects as of the Cut-off Date.

     (vi) With respect to any First Mortgage Loan, The related Mortgage is a
valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property and, with respect to any Second Mortgage Loan, The related Mortgage is
a valid, subsisting, enforceable and perfected second lien on the Mortgaged
Property, all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems affixed
to such buildings, and all additions, alterations and replacements made at any
time with respect to the foregoing securing the Mortgage Note's original
principal balance. The Mortgage and the Mortgage Note do not contain any
evidence of any security interest or other interest or right thereto. Such lien
is free and clear of all adverse claims, liens and encumbrances having priority
over the first or second lien, as applicable, of the Mortgage subject only to
(1) with respect to any Second Mortgage Loan, The related First


                                      IV-1

<PAGE>



Mortgage Loan, (2) The lien of non-delinquent current real property taxes and
assessments not yet due and payable, (3) covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the date
of recording which are acceptable to mortgage lending institutions generally and
either (A) which are referred to or otherwise considered in the appraisal made
for the originator of the Mortgage Loan, or (B) which do not adversely affect
the appraised value of the Mortgaged Property as set forth in such appraisal,
and (4) 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. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates (1) with respect to any First Mortgage Loan, a valid,
subsisting, enforceable and perfected first lien and first priority security
interest and (2) with respect to any second lien Mortgage Loan, a valid,
subsisting, enforceable and perfected second lien and second priority security
interest, in each case, on the property described therein, and the Seller has
the full right to sell and assign the same to the Depositor.

     (vii) 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 liens) affecting the related Mortgaged Property which
are or may be liens prior to or equal to the lien of the related Mortgage.

     (viii) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable.

     (ix) 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 or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or 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.

     (x) The Mortgaged Property is not subject to any material damage by waste,
fire, earthquake, windstorm, flood or other casualty. At origination of the
Mortgage Loan there was, and there currently is, no proceeding pending for the
total or partial condemnation of the Mortgaged Property.

     (xi) All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by a title insurance policy and all improvements on the property
comply with all applicable zoning and subdivision laws and ordinances.

     (xii) Seller has delivered or caused to be delivered to the Trustee or the
Custodian on behalf of the Trustee the original Mortgage bearing evidence that
such instruments have been


                                      IV-2

<PAGE>



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

     (xiii) The Mortgage File contains each of the documents specified in
Section 2.01(b) of the Agreement.

     (xiv) As of the Closing Date, each Mortgage Loan shall be serviced in all
material respects in accordance with the terms of the Agreement.

     (xv) All buildings or other customarily insured improvements upon the
Mortgaged Property are insured by an insurer acceptable under the FNMA Guides,
against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA Guides or by FHLMC, as well as all additional
requirements set forth in this Agreement. All such standard hazard policies are
in full force and effect and on the date of origination contained a standard
mortgagee clause naming the Seller and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have
been paid. If at the time of origination, The Mortgage Loan was required to have
flood insurance coverage in accordance with the Flood Disaster Protection Act of
1973, as amended, such Mortgage Loan is covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to FNMA and FHLMC requirements, as well as
all additional requirements set forth in this Agreement. Such policy was issued
by an insurer acceptable under FNMA or FHLMC guidelines. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost
and expense, and upon the Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from the Mortgagor.

     (xvi) With respect to a First or Second Mortgage Loan, The Mortgage creates
a first or second lien or a first or second priority ownership interest in an
estate in fee simple in real property securing the related Mortgage Note.

     (xvii) As of the Cut-off Date, no Mortgage Loan is (a) a non-performing
loan (i.e. a mortgage loan that is more than 90 days delinquent); (b) a
re-performing loan (i.e. a mortgage loan that was more than 90 days delinquent
within the twelve month period preceding the Cut-off Date but is contractually
current); or (c) a sub-performing loan (i.e. a mortgage loan that is at least 30
days delinquent but subject to a payment plan or agreement pursuant to which the
Mortgagor is contractually current).

     (xviii) With respect to the First Mortgage Loans in Group II included in
the Trust Fund, _____% of such First Mortgage Loans have a related Second
Mortgage Loan included in the Trust Fund (based on the Cut-off Date Principal
Balance).


                                      IV-3

<PAGE>



     (xix) The Mortgage Note and the related Mortgage are original and genuine
and each is the legal, valid and binding obligation of the maker thereof,
enforceable in all respects in accordance with its terms subject to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
affecting the rights of creditors and by general equitable principles.



                                      IV-4

<PAGE>



                                   SCHEDULE V

                           CLASS A-IO NOTIONAL AMOUNT

                                           CLASS A-IO NOTIONAL
          DISTRIBUTION DATE                      AMOUNT ($)
          -----------------                --------------------
          September 2001                    $127,232,254.82
          October 2001                       123,593,082.65
          November 2001                      119,601,315.06
          December 2001                      115,277,237.40
          January 2002                       110,644,544.38
          February 2002                      105,730,214.06
          March 2002                         100,564,328.16
          April 2002                          95,247,387.28
          May 2002                            89,881,081.36
          June 2002                           84,783,600.09
          July 2002                           79,974,680.93
          August 2002                         75,438,013.38
          September 2002                      71,158,207.74
          October 2002                        67,120,743.12
          November 2002                       63,311,918.54
          December 2002                       59,718,806.60
          January 2003                        56,329,209.88
          February 2003                       53,131,619.77
          March 2003                          50,115,177.60
          April 2003                          47,269,637.98
          May 2003                            44,585,334.21
          June 2003                           42,053,145.60
          July 2003                           39,664,466.70
          August 2003                         37,411,178.21
          September 2003                      35,285,619.54
          October 2003                        33,280,562.94
          November 2003                       31,389,189.06
          December 2003                       29,605,063.90
          January 2004                        27,922,117.07
          February 2004                       26,334,621.25
          March 2004                          24,837,172.86
          April 2004                          23,424,673.74
          May 2004                            22,092,313.93



                                       V-1

<PAGE>

                                           CLASS A-IO NOTIONAL
          DISTRIBUTION DATE                      AMOUNT ($)
          -----------------                --------------------
          June 2004                           20,835,555.39
          July 2004                           19,650,116.66
          August 2004                         18,531,958.37
          September 2004 and                  0



                                       V-2