Sabr Trust 2005-FR3 – ‘8-K’ for 7/27/05 – EX-4

On:  Thursday, 8/11/05, at 3:11pm ET   ·   For:  7/27/05   ·   Accession #:  914121-5-1509   ·   File #:  333-108395-16

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-4        Pooling and Servicing Agreement                      283±  1.10M 

EX-4   —   Pooling and Servicing Agreement
Exhibit Table of Contents

EX-4
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                                                                       Exhibit 4

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

 SECURITIZED ASSET BACKED RECEIVABLES LLC,

Depositor,

COUNTRYWIDE HOME LOANS SERVICING LP,

 Servicer,

MORTGAGERAMP INC.,

 Loan Performance Advisor,

FREMONT INVESTMENT & LOAN,

Responsible Party,

 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION,

 Trustee

------------------------------------------------------------------------- 
 POOLING AND SERVICING AGREEMENT

Dated as of July 1, 2005
------------------------------------------------------------------------- 

 SECURITIZED ASSET BACKED RECEIVABLES LLC TRUST 2005-FR3

 MORTGAGE PASS-THROUGH CERTIFICATES,
 SERIES 2005-FR3

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

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 TABLE OF CONTENTS

 ARTICLE I

 DEFINITIONS

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01  Conveyance of Mortgage Loans.................................     
Section 2.02  Acceptance by the Trustee of the Mortgage Loans..............     
Section 2.03  Representations, Warranties and Covenants of the                  
Responsible Party and the Servicer; Remedies for
Breaches of Representations and Warranties with 
           Respect to the Mortgage Loans..............................
Section 2.04  [Reserved]...................................................     
Section 2.05  Execution and Delivery of Certificates.......................     
Section 2.06  REMIC Matters................................................     
Section 2.07  Representations and Warranties of the Depositor..............     

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF MORTGAGE LOANS

Section 3.01  Servicer to Service Mortgage Loans...........................     
Section 3.02  Subservicing Agreements between the Servicer and                  
           Subservicers...............................................
Section 3.03  Successor Subservicers.......................................     
Section 3.04  Liability of the Servicer....................................     
Section 3.05  No Contractual Relationship between Subservicers                  
           and the Trustee............................................
Section 3.06  Assumption or Termination of Subservicing Agreements              
           by Trustee.................................................
Section 3.07  Collection of Certain Mortgage Loan Payments.................     
Section 3.08  Subservicing Accounts........................................     
Section 3.09  Collection of Taxes, Assessments and Similar Items;               
           Escrow Accounts............................................
Section 3.10  Collection Account...........................................     
Section 3.11  Withdrawals from the Collection Account......................     
Section 3.12  Investment of Funds in the Collection Account, Escrow             
           Accounts and the Distribution Account......................
Section 3.13  Maintenance of Hazard Insurance and Errors and Omissions          
           and Fidelity Coverage......................................
Section 3.14  Enforcement of Due-On-Sale Clauses; Assumption Agreements....     
Section 3.15  Realization upon Defaulted Mortgage Loans....................     
Section 3.16  Release of Mortgage Files....................................     
Section 3.17  Title, Conservation and Disposition of REO Property..........     
Section 3.18  Notification of Adjustments..................................     
Section 3.19  Access to Certain Documentation and Information                   
           Regarding the Mortgage Loans...............................
Section 3.20  Documents, Records and Funds in Possession of the                 
           Servicer to Be Held for the Trustee........................
Section 3.21  Servicing Compensation.......................................     
Section 3.22  Annual Statement as to Compliance............................     
Section 3.23  Annual Independent Public Accountants' Servicing                  
           Statement; Financial Statements............................
Section 3.24  Trustee to Act as Servicer...................................     
Section 3.25  Compensating Interest........................................     
Section 3.26  Credit Reporting; Gramm-Leach-Bliley Act.....................     
Section 3.27  PMI Policy; Claims Under the PMI Policy......................     
Section 3.28  Transfer of Servicing for the Mortgage Loans.................     

ARTICLE IV

 DISTRIBUTIONS AND
ADVANCES BY THE SERVICER

Section 4.01  Advances.....................................................     
Section 4.02  Priorities of Distribution...................................     
Section 4.03  Monthly Statements to Certificateholders.....................     
Section 4.04  Certain Matters Relating to the Determination of LIBOR.......     
Section 4.05  Allocation of Applied Realized Loss Amounts..................     
Section 4.06  Swap Account.................................................     

 ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE DEPOSITOR, THE SERVICER AND THE LOAN PERFORMANCE ADVISOR

Section 6.01  Respective Liabilities of the Depositor and the Servicer.....     
Section 6.02  Merger or Consolidation of the Depositor or the Servicer.....     
Section 6.03  Limitation on Liability of the Depositor, the Servicer            
           and Others.................................................
Section 6.04  Limitation on Resignation of the Servicer....................     
Section 6.05  Additional Indemnification by the Servicer;                       
           Third Party Claims.........................................
Section 6.06  Duties of the Loan Performance Advisor.......................     

 ARTICLE VII

 DEFAULT

Section 7.01  Events of Default............................................     
Section 7.02  Trustee to Act; Appointment of Successor.....................     
Section 7.03  Notification to Certificateholders...........................     

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01  Duties of the Trustee........................................     
Section 8.02  Certain Matters Affecting the Trustee........................     
Section 8.03  Trustee Not Liable for Certificates or Mortgage Loans........     
Section 8.04  Trustee May Own Certificates.................................     
Section 8.05  Trustee's Fees and Expenses..................................     
Section 8.06  Eligibility Requirements for the Trustee.....................     
Section 8.07  Resignation and Removal of the Trustee.......................     
Section 8.08  Successor Trustee............................................     
Section 8.09  Merger or Consolidation of the Trustee.......................     
Section 8.10  Appointment of Co-Trustee or Separate Trustee................     
Section 8.11  Tax Matters..................................................     
Section 8.12  Periodic Filings.............................................     
Section 8.13  Tax Classification of the Excess Reserve Fund                     
           Account and the Cap Agreements.............................

ARTICLE IX

 TERMINATION

Section 9.01  Termination upon Liquidation or Purchase of the                   
           Mortgage Loans.............................................
Section 9.02  Final Distribution on the Certificates.......................     
Section 9.03  Additional Termination Requirements..........................     

 ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01  Amendment...................................................     
Section 10.02  Recordation of Agreement; Counterparts......................     
Section 10.03  Governing Law...............................................     
Section 10.04  Intention of Parties........................................     
Section 10.05  Notices.....................................................     
Section 10.06  Severability of Provisions..................................     
Section 10.07  Limitation on Rights of Certificateholders..................     
Section 10.08  Inspection and Audit Rights.................................     
Section 10.09  Certificates Nonassessable and Fully Paid...................     
Section 10.10  Assignment; Sales; Advance Facilities.......................     
Section 10.11  Rule of Construction........................................     
Section 10.12  Waiver of Jury Trial........................................     
Section 10.13  Rights of the Swap Provider.................................     

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SCHEDULES                                                                       

Schedule I    Mortgage Loan Schedule                                            

Schedule II   Representations and Warranties of the Servicer                    

Schedule III  Representations and Warranties of the Responsible Party as to the 
Mortgage Loans                                      

Schedule IV   Representations and Warranties as to the Responsible Party        

Schedule V    Representations and Warranties of the Depositor as to the Mortgage
Loans                                               

EXHIBITS                                                                        

Exhibit A     Form of Class A, Class M and Class B Certificates                 

Exhibit B     Form of Class P Certificate                                       

Exhibit C     Form of Class R Certificate                                       

Exhibit D     Form of Class X Certificate                                       

Exhibit E     Form of Initial Certification of Trustee                          

Exhibit F     Form of Document Certification and Exception Report of Trustee    

Exhibit G     Form of Residual Transfer Affidavit                               

Exhibit H     Form of Transferor Certificate                                    

Exhibit I     Form of Rule 144A Letter                                          

Exhibit J     Form of Request for Release                                       

Exhibit K     Form of Contents for Each Mortgage File                           

Exhibit L     Form of Certification to be provided with Form 10-K               

Exhibit M     Form of Trustee's Certification to be provided to Depositor       

Exhibit N     Form of Servicer's Certification to be provided to Depositor      

Exhibit O     Form of Servicer's Report                                         

Exhibit P     Interim Servicing Agreement                                       

Exhibit Q     PMI Policy                                                        

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       THIS POOLING AND SERVICING AGREEMENT, dated as of July 1, 2005,
among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware limited liability    
company, as depositor (the "Depositor"), COUNTRYWIDE HOME LOANS SERVICING LP, a 
Texas limited partnership, as servicer (the "Servicer"), MORTGAGE RAMP INC., as 
loan performance advisor (the "Loan Performance Advisor"), FREMONT INVESTMENT & 
LOAN, California state-chartered industrial bank, as responsible party (the     
"Responsible Party"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national    
banking association, as trustee (the "Trustee"),                                

W I T N E S S E T H:
- - - - - - - - - - 

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

 PRELIMINARY STATEMENT

           The Trustee shall elect that four segregated asset pools within the
Trust Fund be treated for federal income tax purposes as comprising four REMICs 
(each, a "Trust REMIC" or, in the alternative, Pooling Tier REMIC-1, Pooling    
Tier REMIC-2, the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each
Class of Certificates (other than the Class P and Class R Certificates), other  
than the right of each Class of LIBOR Certificates to receive Basis Risk Carry  
Forward Amounts and the right of the Class X Certificates to receive payments   
from the Cap Agreements, represents ownership of a regular interest in the Upper
Tier REMIC for purposes of the REMIC Provisions. The Class R Certificates       
represent ownership of the sole class of residual interest in each of Pooling   
Tier REMIC-1, Pooling Tier REMIC-2, the Lower Tier REMIC and the Upper Tier     
REMIC for purposes of the REMIC Provisions. The Startup Day for each REMIC      
described herein is the Closing Date. The latest possible maturity date for each
Certificate is the latest date referenced in Section 2.06.                      

        The Upper Tier REMIC shall hold as assets the several classes of
uncertificated Lower Tier REMIC Regular Interests, set out below. The Lower Tier
REMIC shall hold as assets the several classes of uncertificated Pooling Tier   
REMIC-2 Regular Interests. Pooling Tier REMIC-2 shall hold as assets the several
classes of uncertificated Pooling Tier REMIC-1 Regular Interests. Pooling Tier  
REMIC-1 shall hold as assets the assets of the Trust Fund (exclusive of (i) the 
Prepayment Premiums, (ii) the Interest Rate Swap Agreement, (iii) the Swap      
Account, (iv) the Excess Reserve Fund Account, (v) the Cap Agreements and (vi)  
the right of the LIBOR Certificates to receive Basis Risk Carry Forward Amounts 
and the obligation to pay Class IO Shortfalls).                                 

           For federal income tax purposes, the Class P Certificates represent
beneficial ownership of the Prepayment Charges, each Class of LIBOR Certificates
represents beneficial ownership of a regular interest in the Upper Tier REMIC   
and the right to receive Basis Risk Carry Forward Amounts, and the Class X      
Certificates represent beneficial ownership of two regular interests in the     
Upper Tier REMIC, the Excess Reserve Fund Account, the Swap Account, the        
Interest Rate Swap Agreement and the Cap Agreements, which portions of the Trust
Fund shall be treated as a grantor trust.                                       

Pooling Tier REMIC-1
--------------------

           Pooling Tier REMIC-1 shall issue the following interests in Pooling
Tier REMIC-1, and each such interest, other than the Class PT1-R Interest, is   
hereby designated as a regular interest in the Pooling Tier REMIC-1. Pooling    
Tier REMIC-1 Interests with an "I" in their designation shall relate to the     
Group I Mortgage Loans and Pooling Tier REMIC-1 Interests with a "II" in their  
designation shall relate to the Group II Mortgage Loans. Pooling Tier REMIC-1   
shall also issue the Class PT1-R Interest, which shall be represented by the    
Class R Certificates. The Class PT1-R Interest is hereby designated as the sole 
class of residual interest in Pooling Tier REMIC-1.                             

                    Pooling Tier        Initial Pooling Tier
Pooling Tier REMIC-1       REMIC-1 Interest             REMIC-1               
Interest                  Rate               Principal Amount     
------------------------------------------------------------------------        
Class PT1-I-1                 (1)                $ 7,212,351.93         
Class PT1-I-2A                (2)                $ 2,417,472.79         
Class PT1-I-2B                (3)                $ 2,417,472.79         
Class PT1-I-3A                (2)                $ 6,183,991.31         
Class PT1-I-3B                (3)                $ 6,183,991.31         
Class PT1-I-4A                (2)                $ 6,324,483.81         
Class PT1-I-4B                (3)                $ 6,324,483.81         
Class PT1-I-5A                (2)                $ 6,444,587.82         
Class PT1-I-5B                (3)                $ 6,444,587.82         
Class PT1-I-6A                (2)                $ 6,543,876.88         
Class PT1-I-6B                (3)                $ 6,543,876.88         
Class PT1-I-7A                (2)                $ 6,622,041.27         
Class PT1-I-7B                (3)                $ 6,622,041.27         
Class PT1-I-8A                (2)                $ 6,678,891.62         
Class PT1-I-8B                (3)                $ 6,678,891.62         
Class PT1-I-9A                (2)                $ 6,714,361.66         
Class PT1-I-9B                (3)                $ 6,714,361.66         
Class PT1-I-10A               (2)                $ 6,728,509.78         
Class PT1-I-10B               (3)                $ 6,728,509.78         
Class PT1-I-11A               (2)                $ 6,719,854.35         
Class PT1-I-11B               (3)                $ 6,719,854.35         
Class PT1-I-12A               (2)                $ 4,526,629.80         
Class PT1-I-12B               (3)                $ 4,526,629.80         
Class PT1-I-13A               (2)                $ 8,459,433.03         
Class PT1-I-13B               (3)                $ 8,459,433.03         
Class PT1-I-14A               (2)                $ 6,013,744.40         
Class PT1-I-14B               (3)                $ 6,013,744.40         
Class PT1-I-15A               (2)                $ 5,715,474.36         
Class PT1-I-15B               (3)                $ 5,715,474.36         
Class PT1-I-16A               (2)                $ 5,432,137.57         
Class PT1-I-16B               (3)                $ 5,432,137.57         
Class PT1-I-17A               (2)                $ 5,162,978.98         
Class PT1-I-17B               (3)                $ 5,162,978.98         
Class PT1-I-18A               (2)                $ 4,907,278.05         
Class PT1-I-18B               (3)                $ 4,907,278.05         
Class PT1-I-19A               (2)                $ 4,878,057.00         
Class PT1-I-19B               (3)                $ 4,878,057.00         
Class PT1-I-20A               (2)                $ 7,290,743.50         
Class PT1-I-20B               (3)                $ 7,290,743.50         
Class PT1-I-21A               (2)                $69,071,542.50         
Class PT1-I-21B               (3)                $69,071,542.50         
Class PT1-I-22A               (2)                $   904,560.39         
Class PT1-I-22B               (3)                $   904,560.39         
Class PT1-I-23A               (2)                $   826,239.40         
Class PT1-I-23B               (3)                $   826,239.40         
Class PT1-I-24A               (2)                $   755,834.62         
Class PT1-I-24B               (3)                $   755,834.62         
Class PT1-I-25A               (2)                $   692,230.14         
Class PT1-I-25B               (3)                $   692,230.14         
Class PT1-I-26A               (2)                $   621,772.85         
Class PT1-I-26B               (3)                $   621,772.85         
Class PT1-I-27A               (2)                $   564,125.01         
Class PT1-I-27B               (3)                $   564,125.01         
Class PT1-I-28A               (2)                $   515,872.52         
Class PT1-I-28B               (3)                $   515,872.52         
Class PT1-I-29A               (2)                $   474,716.55         
Class PT1-I-29B               (3)                $   474,716.55         
Class PT1-I-30A               (2)                $   439,059.99         
Class PT1-I-30B               (3)                $   439,059.99         
Class PT1-I-31A               (2)                $   431,010.28         
Class PT1-I-31B               (3)                $   431,010.28         
Class PT1-I-32A               (2)                $   388,288.49         
Class PT1-I-32B               (3)                $   388,288.49         
Class PT1-I-33A               (2)                $   879,258.46         
Class PT1-I-33B               (3)                $   879,258.46         
Class PT1-I-34A               (2)                $   293,658.39         
Class PT1-I-34B               (3)                $   293,658.39         
Class PT1-I-35A               (2)                $   279,630.80         
Class PT1-I-35B               (3)                $   279,630.80         
Class PT1-I-36A               (2)                $   266,361.17         
Class PT1-I-36B               (3)                $   266,361.17         
Class PT1-I-37A               (2)                $   253,875.25         
Class PT1-I-37B               (3)                $   253,875.25         
Class PT1-I-38A               (2)                $   242,294.26         
Class PT1-I-38B               (3)                $   242,294.26         
Class PT1-I-39A               (2)                $   231,241.30         
Class PT1-I-39B               (3)                $   231,241.30         
Class PT1-I-40A               (2)                $   220,692.29         
Class PT1-I-40B               (3)                $   220,692.29         
Class PT1-I-41A               (2)                $   210,624.20         
Class PT1-I-41B               (3)                $   210,624.20         
Class PT1-I-42A               (2)                $   201,015.10         
Class PT1-I-42B               (3)                $   201,015.10         
Class PT1-I-43A               (2)                $   191,844.06         
Class PT1-I-43B               (3)                $   191,844.06         
Class PT1-I-44A               (2)                $   183,091.10         
Class PT1-I-44B               (3)                $   183,091.10         
Class PT1-I-45A               (2)                $   174,737.12         
Class PT1-I-45B               (3)                $   174,737.12         
Class PT1-I-46A               (2)                $   166,763.95         
Class PT1-I-46B               (3)                $   166,763.95         
Class PT1-I-47A               (2)                $   159,154.20         
Class PT1-I-47B               (3)                $   159,154.20         
Class PT1-I-48A               (2)                $   151,891.34         
Class PT1-I-48B               (3)                $   151,891.34         
Class PT1-I-49A               (2)                $   144,959.51         
Class PT1-I-49B               (3)                $   144,959.51         
Class PT1-I-50A               (2)                $   138,343.63         
Class PT1-I-50B               (3)                $   138,343.63         
Class PT1-I-51A               (2)                $   132,029.30         
Class PT1-I-51B               (3)                $   132,029.30         
Class PT1-I-52A               (2)                $   126,002.78         
Class PT1-I-52B               (3)                $   126,002.78         
Class PT1-I-53A               (2)                $   120,250.95         
Class PT1-I-53B               (3)                $   120,250.95         
Class PT1-I-54A               (2)                $   114,761.27         
Class PT1-I-54B               (3)                $   114,761.27         
Class PT1-I-55A               (2)                $   109,521.83         
Class PT1-I-55B               (3)                $   109,521.83         
Class PT1-I-56A               (2)                $   110,512.14         
Class PT1-I-56B               (3)                $   110,512.14         
Class PT1-I-57A               (2)                $ 2,171,207.91         
Class PT1-I-57B               (3)                $ 2,171,207.91         
Class PT1-II-1                (4)                $ 2,937,847.07         
Class PT1-II-2A               (5)                $   984,722.52         
Class PT1-II-2B               (6)                $   984,722.52         
Class PT1-II-3A               (5)                $ 2,518,959.26         
Class PT1-II-3B               (6)                $ 2,518,959.26         
Class PT1-II-4A               (5)                $ 2,576,186.85         
Class PT1-II-4B               (6)                $ 2,576,186.85         
Class PT1-II-5A               (5)                $ 2,625,109.48         
Class PT1-II-5B               (6)                $ 2,625,109.48         
Class PT1-II-6A               (5)                $ 2,665,553.44         
Class PT1-II-6B               (6)                $ 2,665,553.44         
Class PT1-II-7A               (5)                $ 2,697,392.57         
Class PT1-II-7B               (6)                $ 2,697,392.57         
Class PT1-II-8A               (5)                $ 2,720,549.74         
Class PT1-II-8B               (6)                $ 2,720,549.74         
Class PT1-II-9A               (5)                $ 2,734,997.94         
Class PT1-II-9B               (6)                $ 2,734,997.94         
Class PT1-II-10A              (5)                $ 2,740,760.97         
Class PT1-II-10B              (6)                $ 2,740,760.97         
Class PT1-II-11A              (5)                $ 2,737,235.31         
Class PT1-II-11B              (6)                $ 2,737,235.31         
Class PT1-II-12A              (5)                $ 1,843,857.07         
Class PT1-II-12B              (6)                $ 1,843,857.07         
Class PT1-II-13A              (5)                $ 3,445,827.48         
Class PT1-II-13B              (6)                $ 3,445,827.48         
Class PT1-II-14A              (5)                $ 2,449,611.65         
Class PT1-II-14B              (6)                $ 2,449,611.65         
Class PT1-II-15A              (5)                $ 2,328,115.67         
Class PT1-II-15B              (6)                $ 2,328,115.67         
Class PT1-II-16A              (5)                $ 2,212,702.54         
Class PT1-II-16B              (6)                $ 2,212,702.54         
Class PT1-II-17A              (5)                $ 2,103,064.69         
Class PT1-II-17B              (6)                $ 2,103,064.69         
Class PT1-II-18A              (5)                $ 1,998,908.61         
Class PT1-II-18B              (6)                $ 1,998,908.61         
Class PT1-II-19A              (5)                $ 1,987,005.85         
Class PT1-II-19B              (6)                $ 1,987,005.85         
Class PT1-II-20A              (5)                $ 2,969,778.74         
Class PT1-II-20B              (6)                $ 2,969,778.74         
Class PT1-II-21A              (5)                $28,135,292.13         
Class PT1-II-21B              (6)                $28,135,292.13         
Class PT1-II-22A              (5)                $   368,459.57         
Class PT1-II-22B              (6)                $   368,459.57         
Class PT1-II-23A              (5)                $   336,556.65         
Class PT1-II-23B              (6)                $   336,556.65         
Class PT1-II-24A              (5)                $   307,878.28         
Class PT1-II-24B              (6)                $   307,878.28         
Class PT1-II-25A              (5)                $   281,969.92         
Class PT1-II-25B              (6)                $   281,969.92         
Class PT1-II-26A              (5)                $   253,270.16         
Class PT1-II-26B              (6)                $   253,270.16         
Class PT1-II-27A              (5)                $   229,788.15         
Class PT1-II-27B              (6)                $   229,788.15         
Class PT1-II-28A              (5)                $   210,133.19         
Class PT1-II-28B              (6)                $   210,133.19         
Class PT1-II-29A              (5)                $   193,368.91         
Class PT1-II-29B              (6)                $   193,368.91         
Class PT1-II-30A              (5)                $   178,844.73         
Class PT1-II-30B              (6)                $   178,844.73         
Class PT1-II-31A              (5)                $   175,565.79         
Class PT1-II-31B              (6)                $   175,565.79         
Class PT1-II-32A              (5)                $   158,163.69         
Class PT1-II-32B              (6)                $   158,163.69         
Class PT1-II-33A              (5)                $   358,153.20         
Class PT1-II-33B              (6)                $   358,153.20         
Class PT1-II-34A              (5)                $   119,617.49         
Class PT1-II-34B              (6)                $   119,617.49         
Class PT1-II-35A              (5)                $   113,903.56         
Class PT1-II-35B              (6)                $   113,903.56         
Class PT1-II-36A              (5)                $   108,498.36         
Class PT1-II-36B              (6)                $   108,498.36         
Class PT1-II-37A              (5)                $   103,412.41         
Class PT1-II-37B              (6)                $   103,412.41         
Class PT1-II-38A              (5)                $    98,695.06         
Class PT1-II-38B              (6)                $    98,695.06         
Class PT1-II-39A              (5)                $    94,192.80         
Class PT1-II-39B              (6)                $    94,192.80         
Class PT1-II-40A              (5)                $    89,895.81         
Class PT1-II-40B              (6)                $    89,895.81         
Class PT1-II-41A              (5)                $    85,794.72         
Class PT1-II-41B              (6)                $    85,794.72         
Class PT1-II-42A              (5)                $    81,880.59         
Class PT1-II-42B              (6)                $    81,880.59         
Class PT1-II-43A              (5)                $    78,144.90         
Class PT1-II-43B              (6)                $    78,144.90         
Class PT1-II-44A              (5)                $    74,579.51         
Class PT1-II-44B              (6)                $    74,579.51         
Class PT1-II-45A              (5)                $    71,176.63         
Class PT1-II-45B              (6)                $    71,176.63         
Class PT1-II-46A              (5)                $    67,928.88         
Class PT1-II-46B              (6)                $    67,928.88         
Class PT1-II-47A              (5)                $    64,829.16         
Class PT1-II-47B              (6)                $    64,829.16         
Class PT1-II-48A              (5)                $    61,870.73         
Class PT1-II-48B              (6)                $    61,870.73         
Class PT1-II-49A              (5)                $    59,047.15         
Class PT1-II-49B              (6)                $    59,047.15         
Class PT1-II-50A              (5)                $    56,352.27         
Class PT1-II-50B              (6)                $    56,352.27         
Class PT1-II-51A              (5)                $    53,780.22         
Class PT1-II-51B              (6)                $    53,780.22         
Class PT1-II-52A              (5)                $    51,325.40         
Class PT1-II-52B              (6)                $    51,325.40         
Class PT1-II-53A              (5)                $    48,982.48         
Class PT1-II-53B              (6)                $    48,982.48         
Class PT1-II-54A              (5)                $    46,746.34         
Class PT1-II-54B              (6)                $    46,746.34         
Class PT1-II-55A              (5)                $    44,612.13         
Class PT1-II-55B              (6)                $    44,612.13         
Class PT1-II-56A              (5)                $    45,015.52         
Class PT1-II-56B              (6)                $    45,015.52         
Class PT1-II-57A              (5)                $   884,410.08         
Class PT1-II-57B              (6)                $   884,410.08         
------------                                                                    

(1)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
     rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the Pooling Tier
REMIC-1 Loan Group I WAC Rate.                                      

(2)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the product of
     (i) 2 and (ii) the Pooling Tier REMIC-1 Loan Group I WAC Rate, subject to
a maximum rate of 8.324%.                                           

(3)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the excess, if
   any, of (A) the product of (i) 2 and (ii) the Pooling Tier REMIC-1 Loan
Group I WAC Rate over (B) 8.324%.                                   

(4)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
     rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the Pooling Tier
REMIC-1 Loan Group II WAC Rate.                                     

(5)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the product of
      (i) 2 and (ii) the Pooling Tier REMIC-1 Loan Group II WAC Rate, subject to
a maximum rate of 8.324%.                                           

(6)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling Tier REMIC-1 Regular Interest shall bear interest at a per annum
   rate (its "Pooling Tier REMIC-1 Interest Rate") equal to the excess, if
   any, of (A) the product of (i) 2 and (ii) the Pooling Tier REMIC-1 Loan
Group II WAC Rate over (B) 8.324%.                                  

(7)   The Class PT1-R Interest shall not have a principal balance and shall not 
bear interest.                                                      

       On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling Tier REMIC-1 all expenses of the 
Trust for such Distribution Date. Such expense, [other than Servicing Fees, the 
Custodian Fees and Trustee Fees], shall be allocated in the same manner as      
Realized Losses.                                                                

           On each Distribution Date, the interest distributable in respect of
the Mortgage Loans from the related Loan Group for such Distribution Date shall 
be deemed to be distributed to the Pooling Tier REMIC-1 Regular Interests at the
rates shown above.                                                              

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be     
allocated to the outstanding Pooling Tier REMIC-1 Regular Interest relating to  
the Group I Mortgage Loans with the lowest numerical denomination until the     
Pooling Tier REMIC-1 Principal Amount of such interest is reduced to zero,      
provided that, with respect to Pooling Tier REMIC-1 Regular Interests relating  
to The Group I Mortgage Loans with the same numerical denomination, such        
Realized Losses and payments of principal shall be allocated pro rata between   
such Pooling Tier REMIC-1 Regular Interests until the Pooling-Tier REMIC-1      
Principal Amount of such interest is reduced to zero.                           

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group II Mortgage Loans shall be    
allocated to the outstanding Pooling Tier REMIC-1 Regular Interest relating to  
the Group II Mortgage Loans with the lowest numerical denomination until the    
Pooling Tier REMIC-1 Principal Amount of such interest is reduced to zero,      
provided that, with respect to Pooling Tier REMIC-1 Regular Interests relating  
to the Group II Mortgage Loans with the same numerical denomination, such       
Realized Losses, Subsequent Recoveries and payments of principal shall be       
allocated pro rata between such Pooling Tier REMIC-1 Regular Interests until the
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced to zero.      

Pooling-Tier REMIC-2
--------------------

   Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class PT2-R        
Interest, is hereby designated as a regular interest in Pooling-Tier REMIC-2.   
Pooling Tier REMIC-2 Interests with an "I" in their designation shall relate to 
The Group I Mortgage Loans and Pooling Tier REMIC-2 Interests with a "II" in    
their designation shall relate to The Group II Mortgage Loans. The Class PT2-R  
Interest is hereby designated as the sole class of residual interest in         
Pooling-Tier REMIC-2 and shall be represented by the Class R Certificates.      

                                                        [Enlarge/Download Table]

                                      Pooling-Tier REMIC-2                                                                         
 Pooling-Tier         Pooling-Tier     Initial Principal         Corresponding            Corresponding            Corresponding   
   REMIC-2              REMIC-2         Amount or Class     Pooling-Tier REMIC-2 IO   Pooling-Tier REMIC-1      Scheduled Crossover
  Interest           Interest Rate    Certificate Balance          Interest             Regular Interest         Distribution Date 
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Class PT2-I-1            (1)            $ 7,212,351.93                N/A                     N/A                      N/A         
Class PT2-I-2A           (2)            $ 2,417,472.79        Class PT2-I-IO-2                N/A                      N/A         
Class PT2-I-2B           (3)            $ 2,417,472.79                N/A                     N/A                      N/A         
Class PT2-I-3A           (2)            $ 6,183,991.31        Class PT2-I-IO-3                N/A                      N/A         
Class PT2-I-3B           (3)            $ 6,183,991.31                N/A                     N/A                      N/A         
Class PT2-I-4A           (2)            $ 6,324,483.81        Class PT2-I-IO-4                N/A                      N/A         
Class PT2-I-4B           (3)            $ 6,324,483.81                N/A                     N/A                      N/A         
Class PT2-I-5A           (2)            $ 6,444,587.82        Class PT2-I-IO-5                N/A                      N/A         
Class PT2-I-5B           (3)            $ 6,444,587.82                N/A                     N/A                      N/A         
Class PT2-I-6A           (2)            $ 6,543,876.88        Class PT2-I-IO-6                N/A                      N/A         
Class PT2-I-6B           (3)            $ 6,543,876.88                N/A                     N/A                      N/A         
Class PT2-I-7A           (2)            $ 6,622,041.27        Class PT2-I-IO-7                N/A                      N/A         
Class PT2-I-7B           (3)            $ 6,622,041.27                N/A                     N/A                      N/A         
Class PT2-I-8A           (2)            $ 6,678,891.62        Class PT2-I-IO-8                N/A                      N/A         
Class PT2-I-8B           (3)            $ 6,678,891.62                N/A                     N/A                      N/A         
Class PT2-I-9A           (2)            $ 6,714,361.66        Class PT2-I-IO-9                N/A                      N/A         
Class PT2-I-9B           (3)            $ 6,714,361.66                N/A                     N/A                      N/A         
Class PT2-I-10A          (2)            $ 6,728,509.78        Class PT2-I-IO-10               N/A                      N/A         
Class PT2-I-10B          (3)            $ 6,728,509.78                N/A                     N/A                      N/A         
Class PT2-I-11A          (2)            $ 6,719,854.35        Class PT2-I-IO-11               N/A                      N/A         
Class PT2-I-11B          (3)            $ 6,719,854.35                N/A                     N/A                      N/A         
Class PT2-I-12A          (2)            $ 4,526,629.80        Class PT2-I-IO-12               N/A                      N/A         
Class PT2-I-12B          (3)            $ 4,526,629.80                N/A                     N/A                      N/A         
Class PT2-I-13A          (2)            $ 8,459,433.03        Class PT2-I-IO-13               N/A                      N/A         
Class PT2-I-13B          (3)            $ 8,459,433.03                N/A                     N/A                      N/A         
Class PT2-I-14A          (2)            $ 6,013,744.40        Class PT2-I-IO-14               N/A                      N/A         
Class PT2-I-14B          (3)            $ 6,013,744.40                N/A                     N/A                      N/A         
Class PT2-I-15A          (2)            $ 5,715,474.36        Class PT2-I-IO-15               N/A                      N/A         
Class PT2-I-15B          (3)            $ 5,715,474.36                N/A                     N/A                      N/A         
Class PT2-I-16A          (2)            $ 5,432,137.57        Class PT2-I-IO-16               N/A                      N/A         
Class PT2-I-16B          (3)            $ 5,432,137.57                N/A                     N/A                      N/A         
Class PT2-I-17A          (2)            $ 5,162,978.98        Class PT2-I-IO-17               N/A                      N/A         
Class PT2-I-17B          (3)            $ 5,162,978.98                N/A                     N/A                      N/A         
Class PT2-I-18A          (2)            $ 4,907,278.05        Class PT2-I-IO-18               N/A                      N/A         
Class PT2-I-18B          (3)            $ 4,907,278.05                N/A                     N/A                      N/A         
Class PT2-I-19A          (2)            $ 4,878,057.00        Class PT2-I-IO-19               N/A                      N/A         
Class PT2-I-19B          (3)            $ 4,878,057.00                N/A                     N/A                      N/A         
Class PT2-I-20A          (2)            $ 7,290,743.50        Class PT2-I-IO-20               N/A                      N/A         
Class PT2-I-20B          (3)            $ 7,290,743.50                N/A                     N/A                      N/A         
Class PT2-I-21A          (2)            $69,071,542.50        Class PT2-I-IO-21               N/A                      N/A         
Class PT2-I-21B          (3)            $69,071,542.50                N/A                     N/A                      N/A         
Class PT2-I-22A          (2)            $   904,560.39        Class PT2-I-IO-22               N/A                      N/A         
Class PT2-I-22B          (3)            $   904,560.39                N/A                     N/A                      N/A         
Class PT2-I-23A          (2)            $   826,239.40        Class PT2-I-IO-23               N/A                      N/A         
Class PT2-I-23B          (3)            $   826,239.40                N/A                     N/A                      N/A         
Class PT2-I-24A          (2)            $   755,834.62        Class PT2-I-IO-24               N/A                      N/A         
Class PT2-I-24B          (3)            $   755,834.62                N/A                     N/A                      N/A         
Class PT2-I-25A          (2)            $   692,230.14        Class PT2-I-IO-25               N/A                      N/A         
Class PT2-I-25B          (3)            $   692,230.14                N/A                     N/A                      N/A         
Class PT2-I-26A          (2)            $   621,772.85        Class PT2-I-IO-26               N/A                      N/A         
Class PT2-I-26B          (3)            $   621,772.85                N/A                     N/A                      N/A         
Class PT2-I-27A          (2)            $   564,125.01        Class PT2-I-IO-27               N/A                      N/A         
Class PT2-I-27B          (3)            $   564,125.01                N/A                     N/A                      N/A         
Class PT2-I-28A          (2)            $   515,872.52        Class PT2-I-IO-28               N/A                      N/A         
Class PT2-I-28B          (3)            $   515,872.52                N/A                     N/A                      N/A         
Class PT2-I-29A          (2)            $   474,716.55        Class PT2-I-IO-29               N/A                      N/A         
Class PT2-I-29B          (3)            $   474,716.55                N/A                     N/A                      N/A         
Class PT2-I-30A          (2)            $   439,059.99        Class PT2-I-IO-30               N/A                      N/A         
Class PT2-I-30B          (3)            $   439,059.99                N/A                     N/A                      N/A         
Class PT2-I-31A          (2)            $   431,010.28        Class PT2-I-IO-31               N/A                      N/A         
Class PT2-I-31B          (3)            $   431,010.28                N/A                     N/A                      N/A         
Class PT2-I-32A          (2)            $   388,288.49        Class PT2-I-IO-32               N/A                      N/A         
Class PT2-I-32B          (3)            $   388,288.49                N/A                     N/A                      N/A         
Class PT2-I-33A          (2)            $   879,258.46        Class PT2-I-IO-33               N/A                      N/A         
Class PT2-I-33B          (3)            $   879,258.46                N/A                     N/A                      N/A         
Class PT2-I-34A          (2)            $   293,658.39        Class PT2-I-IO-34               N/A                      N/A         
Class PT2-I-34B          (3)            $   293,658.39                N/A                     N/A                      N/A         
Class PT2-I-35A          (2)            $   279,630.80        Class PT2-I-IO-35               N/A                      N/A         
Class PT2-I-35B          (3)            $   279,630.80                N/A                     N/A                      N/A         
Class PT2-I-36A          (2)            $   266,361.17        Class PT2-I-IO-36               N/A                      N/A         
Class PT2-I-36B          (3)            $   266,361.17                N/A                     N/A                      N/A         
Class PT2-I-37A          (2)            $   253,875.25        Class PT2-I-IO-37               N/A                      N/A         
Class PT2-I-37B          (3)            $   253,875.25                N/A                     N/A                      N/A         
Class PT2-I-38A          (2)            $   242,294.26        Class PT2-I-IO-38               N/A                      N/A         
Class PT2-I-38B          (3)            $   242,294.26                N/A                     N/A                      N/A         
Class PT2-I-39A          (2)            $   231,241.30        Class PT2-I-IO-39               N/A                      N/A         
Class PT2-I-39B          (3)            $   231,241.30                N/A                     N/A                      N/A         
Class PT2-I-40A          (2)            $   220,692.29        Class PT2-I-IO-40               N/A                      N/A         
Class PT2-I-40B          (3)            $   220,692.29                N/A                     N/A                      N/A         
Class PT2-I-41A          (2)            $   210,624.20        Class PT2-I-IO-41               N/A                      N/A         
Class PT2-I-41B          (3)            $   210,624.20                N/A                     N/A                      N/A         
Class PT2-I-42A          (2)            $   201,015.10        Class PT2-I-IO-42               N/A                      N/A         
Class PT2-I-42B          (3)            $   201,015.10                N/A                     N/A                      N/A         
Class PT2-I-43A          (2)            $   191,844.06        Class PT2-I-IO-43               N/A                      N/A         
Class PT2-I-43B          (3)            $   191,844.06                N/A                     N/A                      N/A         
Class PT2-I-44A          (2)            $   183,091.10        Class PT2-I-IO-44               N/A                      N/A         
Class PT2-I-44B          (3)            $   183,091.10                N/A                     N/A                      N/A         
Class PT2-I-45A          (2)            $   174,737.12        Class PT2-I-IO-45               N/A                      N/A         
Class PT2-I-45B          (3)            $   174,737.12                N/A                     N/A                      N/A         
Class PT2-I-46A          (2)            $   166,763.95        Class PT2-I-IO-46               N/A                      N/A         
Class PT2-I-46B          (3)            $   166,763.95                N/A                     N/A                      N/A         
Class PT2-I-47A          (2)            $   159,154.20        Class PT2-I-IO-47               N/A                      N/A         
Class PT2-I-47B          (3)            $   159,154.20                N/A                     N/A                      N/A         
Class PT2-I-48A          (2)            $   151,891.34        Class PT2-I-IO-48               N/A                      N/A         
Class PT2-I-48B          (3)            $   151,891.34                N/A                     N/A                      N/A         
Class PT2-I-49A          (2)            $   144,959.51        Class PT2-I-IO-49               N/A                      N/A         
Class PT2-I-49B          (3)            $   144,959.51                N/A                     N/A                      N/A         
Class PT2-I-50A          (2)            $   138,343.63        Class PT2-I-IO-50               N/A                      N/A         
Class PT2-I-50B          (3)            $   138,343.63                N/A                     N/A                      N/A         
Class PT2-I-51A          (2)            $   132,029.30        Class PT2-I-IO-51               N/A                      N/A         
Class PT2-I-51B          (3)            $   132,029.30                N/A                     N/A                      N/A         
Class PT2-I-52A          (2)            $   126,002.78        Class PT2-I-IO-52               N/A                      N/A         
Class PT2-I-52B          (3)            $   126,002.78                N/A                     N/A                      N/A         
Class PT2-I-53A          (2)            $   120,250.95        Class PT2-I-IO-53               N/A                      N/A         
Class PT2-I-53B          (3)            $   120,250.95                N/A                     N/A                      N/A         
Class PT2-I-54A          (2)            $   114,761.27        Class PT2-I-IO-54               N/A                      N/A         
Class PT2-I-54B          (3)            $   114,761.27                N/A                     N/A                      N/A         
Class PT2-I-55A          (2)            $   109,521.83        Class PT2-I-IO-55               N/A                      N/A         
Class PT2-I-55B          (3)            $   109,521.83                N/A                     N/A                      N/A         
Class PT2-I-56A          (2)            $   110,512.14        Class PT2-I-IO-56               N/A                      N/A         
Class PT2-I-56B          (3)            $   110,512.14                N/A                     N/A                      N/A         
Class PT2-I-57A          (2)            $ 2,171,207.91        Class PT2-I-IO-57               N/A                      N/A         
Class PT2-I-57B          (3)            $ 2,171,207.91                N/A                     N/A                      N/A         
Class PT2-I-IO-2         (4)                 (4)                      N/A               Class PT1-I-2A           August 2005       
Class PT2-I-IO-3         (4)                 (4)                      N/A               Class PT1-I-3A           September 2005    
Class PT2-I-IO-4         (4)                 (4)                      N/A               Class PT1-I-4A           October 2005      
Class PT2-I-IO-5         (4)                 (4)                      N/A               Class PT1-I-5A           November 2005     
Class PT2-I-IO-6         (4)                 (4)                      N/A               Class PT1-I-6A           December 2005     
Class PT2-I-IO-7         (4)                 (4)                      N/A               Class PT1-I-7A           January 2006      
Class PT2-I-IO-8         (4)                 (4)                      N/A               Class PT1-I-8A           February 2006     
Class PT2-I-IO-9         (4)                 (4)                      N/A               Class PT1-I-9A           March 2006        
Class PT2-I-IO-10        (4)                 (4)                      N/A               Class PT1-I-10A          April 2006        
Class PT2-I-IO-11        (4)                 (4)                      N/A               Class PT1-I-11A          May 2006          
Class PT2-I-IO-12        (4)                 (4)                      N/A               Class PT1-I-12A          June 2006         
Class PT2-I-IO-13        (4)                 (4)                      N/A               Class PT1-I-13A          July 2006         
Class PT2-I-IO-14        (4)                 (4)                      N/A               Class PT1-I-14A          August 2006       
Class PT2-I-IO-15        (4)                 (4)                      N/A               Class PT1-I-15A          September 2006    
Class PT2-I-IO-16        (4)                 (4)                      N/A               Class PT1-I-16A          October 2006      
Class PT2-I-IO-17        (4)                 (4)                      N/A               Class PT1-I-17A          November 2006     
Class PT2-I-IO-18        (4)                 (4)                      N/A               Class PT1-I-18A          December 2006     
Class PT2-I-IO-19        (4)                 (4)                      N/A               Class PT1-I-19A          January 2007      
Class PT2-I-IO-20        (4)                 (4)                      N/A               Class PT1-I-20A          February 2007     
Class PT2-I-IO-21        (4)                 (4)                      N/A               Class PT1-I-21A          March 2007        
Class PT2-I-IO-22        (4)                 (4)                      N/A               Class PT1-I-22A          April 2007        
Class PT2-I-IO-23        (4)                 (4)                      N/A               Class PT1-I-23A          May 2007          
Class PT2-I-IO-24        (4)                 (4)                      N/A               Class PT1-I-24A          June 2007         
Class PT2-I-IO-25        (4)                 (4)                      N/A               Class PT1-I-25A          July 2007         
Class PT2-I-IO-26        (4)                 (4)                      N/A               Class PT1-I-26A          August 2007       
Class PT2-I-IO-27        (4)                 (4)                      N/A               Class PT1-I-27A          September 2007    
Class PT2-I-IO-28        (4)                 (4)                      N/A               Class PT1-I-28A          October 2007      
Class PT2-I-IO-29        (4)                 (4)                      N/A               Class PT1-I-29A          November 2007     
Class PT2-I-IO-30        (4)                 (4)                      N/A               Class PT1-I-30A          December 2007     
Class PT2-I-IO-31        (4)                 (4)                      N/A               Class PT1-I-31A          January 2008      
Class PT2-I-IO-32        (4)                 (4)                      N/A               Class PT1-I-32A          February 2008     
Class PT2-I-IO-33        (4)                 (4)                      N/A               Class PT1-I-33A          March 2008        
Class PT2-I-IO-34        (4)                 (4)                      N/A               Class PT1-I-34A          April 2008        
Class PT2-I-IO-35        (4)                 (4)                      N/A               Class PT1-I-35A          May 2008          
Class PT2-I-IO-36        (4)                 (4)                      N/A               Class PT1-I-36A          June 2008         
Class PT2-I-IO-37        (4)                 (4)                      N/A               Class PT1-I-37A          July 2008         
Class PT2-I-IO-38        (4)                 (4)                      N/A               Class PT1-I-38A          August 2008       
Class PT2-I-IO-39        (4)                 (4)                      N/A               Class PT1-I-39A          September 2008    
Class PT2-I-IO-40        (4)                 (4)                      N/A               Class PT1-I-40A          October 2008      
Class PT2-I-IO-41        (4)                 (4)                      N/A               Class PT1-I-41A          November 2008     
Class PT2-I-IO-42        (4)                 (4)                      N/A               Class PT1-I-42A          December 2008     
Class PT2-I-IO-43        (4)                 (4)                      N/A               Class PT1-I-43A          January 2009      
Class PT2-I-IO-44        (4)                 (4)                      N/A               Class PT1-I-44A          February 2009     
Class PT2-I-IO-45        (4)                 (4)                      N/A               Class PT1-I-45A          March 2009        
Class PT2-I-IO-46        (4)                 (4)                      N/A               Class PT1-I-46A          April 2009        
Class PT2-I-IO-47        (4)                 (4)                      N/A               Class PT1-I-47A          May 2009          
Class PT2-I-IO-48        (4)                 (4)                      N/A               Class PT1-I-48A          June 2009         
Class PT2-I-IO-49        (4)                 (4)                      N/A               Class PT1-I-49A          July 2009         
Class PT2-I-IO-50        (4)                 (4)                      N/A               Class PT1-I-50A          August 2009       
Class PT2-I-IO-51        (4)                 (4)                      N/A               Class PT1-I-51A          September 2009    
Class PT2-I-IO-52        (4)                 (4)                      N/A               Class PT1-I-52A          October 2009      
Class PT2-I-IO-53        (4)                 (4)                      N/A               Class PT1-I-53A          November 2009     
Class PT2-I-IO-54        (4)                 (4)                      N/A               Class PT1-I-54A          December 2009     
Class PT2-I-IO-55        (4)                 (4)                      N/A               Class PT1-I-55A          January 2010      
Class PT2-I-IO-56        (4)                 (4)                      N/A               Class PT1-I-56A          February 2010     
Class PT2-I-IO-57        (4)                 (4)                      N/A               Class PT1-I-57A          March 2010        
Class PT2-II-1           (5)            $ 2,937,847.07                N/A                     N/A                      N/A         
Class PT2-II-2A          (6)            $   984,722.52        Class PT2-II-IO-2               N/A                      N/A         
Class PT2-II-2B          (7)            $   984,722.52                N/A                     N/A                      N/A         
Class PT2-II-3A          (6)            $ 2,518,959.26        Class PT2-II-IO-3               N/A                      N/A         
Class PT2-II-3B          (7)            $ 2,518,959.26                N/A                     N/A                      N/A         
Class PT2-II-4A          (6)            $ 2,576,186.85        Class PT2-II-IO-4               N/A                      N/A         
Class PT2-II-4B          (7)            $ 2,576,186.85                N/A                     N/A                      N/A         
Class PT2-II-5A          (6)            $ 2,625,109.48        Class PT2-II-IO-5               N/A                      N/A         
Class PT2-II-5B          (7)            $ 2,625,109.48                N/A                     N/A                      N/A         
Class PT2-II-6A          (6)            $ 2,665,553.44        Class PT2-II-IO-6               N/A                      N/A         
Class PT2-II-6B          (7)            $ 2,665,553.44                N/A                     N/A                      N/A         
Class PT2-II-7A          (6)            $ 2,697,392.57        Class PT2-II-IO-7               N/A                      N/A         
Class PT2-II-7B          (7)            $ 2,697,392.57                N/A                     N/A                      N/A         
Class PT2-II-8A          (6)            $ 2,720,549.74        Class PT2-II-IO-8               N/A                      N/A         
Class PT2-II-8B          (7)            $ 2,720,549.74                N/A                     N/A                      N/A         
Class PT2-II-9A          (6)            $ 2,734,997.94        Class PT2-II-IO-9               N/A                      N/A         
Class PT2-II-9B          (7)            $ 2,734,997.94                N/A                     N/A                      N/A         
Class PT2-II-10A         (6)            $ 2,740,760.97        Class PT2-II-IO-10              N/A                      N/A         
Class PT2-II-10B         (7)            $ 2,740,760.97                N/A                     N/A                      N/A         
Class PT2-II-11A         (6)            $ 2,737,235.31        Class PT2-II-IO-11              N/A                      N/A         
Class PT2-II-11B         (7)            $ 2,737,235.31                N/A                     N/A                      N/A         
Class PT2-II-12A         (6)            $ 1,843,857.07        Class PT2-II-IO-12              N/A                      N/A         
Class PT2-II-12B         (7)            $ 1,843,857.07                N/A                     N/A                      N/A         
Class PT2-II-13A         (6)            $ 3,445,827.48        Class PT2-II-IO-13              N/A                      N/A         
Class PT2-II-13B         (7)            $ 3,445,827.48                N/A                     N/A                      N/A         
Class PT2-II-14A         (6)            $ 2,449,611.65        Class PT2-II-IO-14              N/A                      N/A         
Class PT2-II-14B         (7)            $ 2,449,611.65                N/A                     N/A                      N/A         
Class PT2-II-15A         (6)            $ 2,328,115.67        Class PT2-II-IO-15              N/A                      N/A         
Class PT2-II-15B         (7)            $ 2,328,115.67                N/A                     N/A                      N/A         
Class PT2-II-16A         (6)            $ 2,212,702.54        Class PT2-II-IO-16              N/A                      N/A         
Class PT2-II-16B         (7)            $ 2,212,702.54                N/A                     N/A                      N/A         
Class PT2-II-17A         (6)            $ 2,103,064.69        Class PT2-II-IO-17              N/A                      N/A         
Class PT2-II-17B         (7)            $ 2,103,064.69                N/A                     N/A                      N/A         
Class PT2-II-18A         (6)            $ 1,998,908.61        Class PT2-II-IO-18              N/A                      N/A         
Class PT2-II-18B         (7)            $ 1,998,908.61                N/A                     N/A                      N/A         
Class PT2-II-19A         (6)            $ 1,987,005.85        Class PT2-II-IO-19              N/A                      N/A         
Class PT2-II-19B         (7)            $ 1,987,005.85                N/A                     N/A                      N/A         
Class PT2-II-20A         (6)            $ 2,969,778.74        Class PT2-II-IO-20              N/A                      N/A         
Class PT2-II-20B         (7)            $ 2,969,778.74                N/A                     N/A                      N/A         
Class PT2-II-21A         (6)            $28,135,292.13        Class PT2-II-IO-21              N/A                      N/A         
Class PT2-II-21B         (7)            $28,135,292.13                N/A                     N/A                      N/A         
Class PT2-II-22A         (6)            $   368,459.57        Class PT2-II-IO-22              N/A                      N/A         
Class PT2-II-22B         (7)            $   368,459.57                N/A                     N/A                      N/A         
Class PT2-II-23A         (6)            $   336,556.65        Class PT2-II-IO-23              N/A                      N/A         
Class PT2-II-23B         (7)            $   336,556.65                N/A                     N/A                      N/A         
Class PT2-II-24A         (6)            $   307,878.28        Class PT2-II-IO-24              N/A                      N/A         
Class PT2-II-24B         (7)            $   307,878.28                N/A                     N/A                      N/A         
Class PT2-II-25A         (6)            $   281,969.92        Class PT2-II-IO-25              N/A                      N/A         
Class PT2-II-25B         (7)            $   281,969.92                N/A                     N/A                      N/A         
Class PT2-II-26A         (6)            $   253,270.16        Class PT2-II-IO-26              N/A                      N/A         
Class PT2-II-26B         (7)            $   253,270.16                N/A                     N/A                      N/A         
Class PT2-II-27A         (6)            $   229,788.15        Class PT2-II-IO-27              N/A                      N/A         
Class PT2-II-27B         (7)            $   229,788.15                N/A                     N/A                      N/A         
Class PT2-II-28A         (6)            $   210,133.19        Class PT2-II-IO-28              N/A                      N/A         
Class PT2-II-28B         (7)            $   210,133.19                N/A                     N/A                      N/A         
Class PT2-II-29A         (6)            $   193,368.91        Class PT2-II-IO-29              N/A                      N/A         
Class PT2-II-29B         (7)            $   193,368.91                N/A                     N/A                      N/A         
Class PT2-II-30A         (6)            $   178,844.73        Class PT2-II-IO-30              N/A                      N/A         
Class PT2-II-30B         (7)            $   178,844.73                N/A                     N/A                      N/A         
Class PT2-II-31A         (6)            $   175,565.79        Class PT2-II-IO-31              N/A                      N/A         
Class PT2-II-31B         (7)            $   175,565.79                N/A                     N/A                      N/A         
Class PT2-II-32A         (6)            $   158,163.69        Class PT2-II-IO-32              N/A                      N/A         
Class PT2-II-32B         (7)            $   158,163.69                N/A                     N/A                      N/A         
Class PT2-II-33A         (6)            $   358,153.20        Class PT2-II-IO-33              N/A                      N/A         
Class PT2-II-33B         (7)            $   358,153.20                N/A                     N/A                      N/A         
Class PT2-II-34A         (6)            $   119,617.49        Class PT2-II-IO-34              N/A                      N/A         
Class PT2-II-34B         (7)            $   119,617.49                N/A                     N/A                      N/A         
Class PT2-II-35A         (6)            $   113,903.56        Class PT2-II-IO-35              N/A                      N/A         
Class PT2-II-35B         (7)            $   113,903.56                N/A                     N/A                      N/A         
Class PT2-II-36A         (6)            $   108,498.36        Class PT2-II-IO-36              N/A                      N/A         
Class PT2-II-36B         (7)            $   108,498.36                N/A                     N/A                      N/A         
Class PT2-II-37A         (6)            $   103,412.41        Class PT2-II-IO-37              N/A                      N/A         
Class PT2-II-37B         (7)            $   103,412.41                N/A                     N/A                      N/A         
Class PT2-II-38A         (6)            $    98,695.06        Class PT2-II-IO-38              N/A                      N/A         
Class PT2-II-38B         (7)            $    98,695.06                N/A                     N/A                      N/A         
Class PT2-II-39A         (6)            $    94,192.80        Class PT2-II-IO-39              N/A                      N/A         
Class PT2-II-39B         (7)            $    94,192.80                N/A                     N/A                      N/A         
Class PT2-II-40A         (6)            $    89,895.81        Class PT2-II-IO-40              N/A                      N/A         
Class PT2-II-40B         (7)            $    89,895.81                N/A                     N/A                      N/A         
Class PT2-II-41A         (6)            $    85,794.72        Class PT2-II-IO-41              N/A                      N/A         
Class PT2-II-41B         (7)            $    85,794.72                N/A                     N/A                      N/A         
Class PT2-II-42A         (6)            $    81,880.59        Class PT2-II-IO-42              N/A                      N/A         
Class PT2-II-42B         (7)            $    81,880.59                N/A                     N/A                      N/A         
Class PT2-II-43A         (6)            $    78,144.90        Class PT2-II-IO-43              N/A                      N/A         
Class PT2-II-43B         (7)            $    78,144.90                N/A                     N/A                      N/A         
Class PT2-II-44A         (6)            $    74,579.51        Class PT2-II-IO-44              N/A                      N/A         
Class PT2-II-44B         (7)            $    74,579.51                N/A                     N/A                      N/A         
Class PT2-II-45A         (6)            $    71,176.63        Class PT2-II-IO-45              N/A                      N/A         
Class PT2-II-45B         (7)            $    71,176.63                N/A                     N/A                      N/A         
Class PT2-II-46A         (6)            $    67,928.88        Class PT2-II-IO-46              N/A                      N/A         
Class PT2-II-46B         (7)            $    67,928.88                N/A                     N/A                      N/A         
Class PT2-II-47A         (6)            $    64,829.16        Class PT2-II-IO-47              N/A                      N/A         
Class PT2-II-47B         (7)            $    64,829.16                N/A                     N/A                      N/A         
Class PT2-II-48A         (6)            $    61,870.73        Class PT2-II-IO-48              N/A                      N/A         
Class PT2-II-48B         (7)            $    61,870.73                N/A                     N/A                      N/A         
Class PT2-II-49A         (6)            $    59,047.15        Class PT2-II-IO-49              N/A                      N/A         
Class PT2-II-49B         (7)            $    59,047.15                N/A                     N/A                      N/A         
Class PT2-II-50A         (6)            $    56,352.27        Class PT2-II-IO-50              N/A                      N/A         
Class PT2-II-50B         (7)            $    56,352.27                N/A                     N/A                      N/A         
Class PT2-II-51A         (6)            $    53,780.22        Class PT2-II-IO-51              N/A                      N/A         
Class PT2-II-51B         (7)            $    53,780.22                N/A                     N/A                      N/A         
Class PT2-II-52A         (6)            $    51,325.40        Class PT2-II-IO-52              N/A                      N/A         
Class PT2-II-52B         (7)            $    51,325.40                N/A                     N/A                      N/A         
Class PT2-II-53A         (6)            $    48,982.48        Class PT2-II-IO-53              N/A                      N/A         
Class PT2-II-53B         (7)            $    48,982.48                N/A                     N/A                      N/A         
Class PT2-II-54A         (6)            $    46,746.34        Class PT2-II-IO-54              N/A                      N/A         
Class PT2-II-54B         (7)            $    46,746.34                N/A                     N/A                      N/A         
Class PT2-II-55A         (6)            $    44,612.13        Class PT2-II-IO-55              N/A                      N/A         
Class PT2-II-55B         (7)            $    44,612.13                N/A                     N/A                      N/A         
Class PT2-II-56A         (6)            $    45,015.52        Class PT2-II-IO-56              N/A                      N/A         
Class PT2-II-56B         (7)            $    45,015.52                N/A                     N/A                      N/A         
Class PT2-II-57A         (6)            $   884,410.08        Class PT2-II-IO-57              N/A                      N/A         
Class PT2-II-57B         (7)            $   884,410.08                N/A                     N/A                      N/A         
Class PT2-II-IO-2        (4)                 (4)                      N/A               Class PT1-II-2A          August 2005       
Class PT2-II-IO-3        (4)                 (4)                      N/A               Class PT1-II-3A          September 2005    
Class PT2-II-IO-4        (4)                 (4)                      N/A               Class PT1-II-4A          October 2005      
Class PT2-II-IO-5        (4)                 (4)                      N/A               Class PT1-II-5A          November 2005     
Class PT2-II-IO-6        (4)                 (4)                      N/A               Class PT1-II-6A          December 2005     
Class PT2-II-IO-7        (4)                 (4)                      N/A               Class PT1-II-7A          January 2006      
Class PT2-II-IO-8        (4)                 (4)                      N/A               Class PT1-II-8A          February 2006     
Class PT2-II-IO-9        (4)                 (4)                      N/A               Class PT1-II-9A          March 2006        
Class PT2-II-IO-10       (4)                 (4)                      N/A               Class PT1-II-10A         April 2006        
Class PT2-II-IO-11       (4)                 (4)                      N/A               Class PT1-II-11A         May 2006          
Class PT2-II-IO-12       (4)                 (4)                      N/A               Class PT1-II-12A         June 2006         
Class PT2-II-IO-13       (4)                 (4)                      N/A               Class PT1-II-13A         July 2006         
Class PT2-II-IO-14       (4)                 (4)                      N/A               Class PT1-II-14A         August 2006       
Class PT2-II-IO-15       (4)                 (4)                      N/A               Class PT1-II-15A         September 2006    
Class PT2-II-IO-16       (4)                 (4)                      N/A               Class PT1-II-16A         October 2006      
Class PT2-II-IO-17       (4)                 (4)                      N/A               Class PT1-II-17A         November 2006     
Class PT2-II-IO-18       (4)                 (4)                      N/A               Class PT1-II-18A         December 2006     
Class PT2-II-IO-19       (4)                 (4)                      N/A               Class PT1-II-19A         January 2007      
Class PT2-II-IO-20       (4)                 (4)                      N/A               Class PT1-II-20A         February 2007     
Class PT2-II-IO-21       (4)                 (4)                      N/A               Class PT1-II-21A         March 2007        
Class PT2-II-IO-22       (4)                 (4)                      N/A               Class PT1-II-22A         April 2007        
Class PT2-II-IO-23       (4)                 (4)                      N/A               Class PT1-II-23A         May 2007          
Class PT2-II-IO-24       (4)                 (4)                      N/A               Class PT1-II-24A         June 2007         
Class PT2-II-IO-25       (4)                 (4)                      N/A               Class PT1-II-25A         July 2007         
Class PT2-II-IO-26       (4)                 (4)                      N/A               Class PT1-II-26A         August 2007       
Class PT2-II-IO-27       (4)                 (4)                      N/A               Class PT1-II-27A         September 2007    
Class PT2-II-IO-28       (4)                 (4)                      N/A               Class PT1-II-28A         October 2007      
Class PT2-II-IO-29       (4)                 (4)                      N/A               Class PT1-II-29A         November 2007     
Class PT2-II-IO-30       (4)                 (4)                      N/A               Class PT1-II-30A         December 2007     
Class PT2-II-IO-31       (4)                 (4)                      N/A               Class PT1-II-31A         January 2008      
Class PT2-II-IO-32       (4)                 (4)                      N/A               Class PT1-II-32A         February 2008     
Class PT2-II-IO-33       (4)                 (4)                      N/A               Class PT1-II-33A         March 2008        
Class PT2-II-IO-34       (4)                 (4)                      N/A               Class PT1-II-34A         April 2008        
Class PT2-II-IO-35       (4)                 (4)                      N/A               Class PT1-II-35A         May 2008          
Class PT2-II-IO-36       (4)                 (4)                      N/A               Class PT1-II-36A         June 2008         
Class PT2-II-IO-37       (4)                 (4)                      N/A               Class PT1-II-37A         July 2008         
Class PT2-II-IO-38       (4)                 (4)                      N/A               Class PT1-II-38A         August 2008       
Class PT2-II-IO-39       (4)                 (4)                      N/A               Class PT1-II-39A         September 2008    
Class PT2-II-IO-40       (4)                 (4)                      N/A               Class PT1-II-40A         October 2008      
Class PT2-II-IO-41       (4)                 (4)                      N/A               Class PT1-II-41A         November 2008     
Class PT2-II-IO-42       (4)                 (4)                      N/A               Class PT1-II-42A         December 2008     
Class PT2-II-IO-43       (4)                 (4)                      N/A               Class PT1-II-43A         January 2009      
Class PT2-II-IO-44       (4)                 (4)                      N/A               Class PT1-II-44A         February 2009     
Class PT2-II-IO-45       (4)                 (4)                      N/A               Class PT1-II-45A         March 2009        
Class PT2-II-IO-46       (4)                 (4)                      N/A               Class PT1-II-46A         April 2009        
Class PT2-II-IO-47       (4)                 (4)                      N/A               Class PT1-II-47A         May 2009          
Class PT2-II-IO-48       (4)                 (4)                      N/A               Class PT1-II-48A         June 2009         
Class PT2-II-IO-49       (4)                 (4)                      N/A               Class PT1-II-49A         July 2009         
Class PT2-II-IO-50       (4)                 (4)                      N/A               Class PT1-II-50A         August 2009       
Class PT2-II-IO-51       (4)                 (4)                      N/A               Class PT1-II-51A         September 2009    
Class PT2-II-IO-52       (4)                 (4)                      N/A               Class PT1-II-52A         October 2009      
Class PT2-II-IO-53       (4)                 (4)                      N/A               Class PT1-II-53A         November 2009     
Class PT2-II-IO-54       (4)                 (4)                      N/A               Class PT1-II-54A         December 2009     
Class PT2-II-IO-55       (4)                 (4)                      N/A               Class PT1-II-55A         January 2010      
Class PT2-II-IO-56       (4)                 (4)                      N/A               Class PT1-II-56A         February 2010     
Class PT2-II-IO-57       (4)                 (4)                      N/A               Class PT1-II-57A         March 2010        
Class PT2-R              (8)                 (4)                      N/A                     N/A                      N/A         

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

(1)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
     rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group I WAC Rate.                                      

(2)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1 Regular Interests relating to the Group I Mortgage Loans and
having an "A" in their class designation, provided that, on each    
     Distribution Date on which interest is distributable on the Corresponding
Pooling-Tier REMIC-2 IO Interest, this Pooling-Tier REMIC-2 Regular 
Interest shall bear interest at a per annum rate equal to Swap LIBOR
subject to a maximum rate equal to the weighted average of the      
   Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier REMIC-1 Regular
 Interests relating to the Group I Mortgage Loans and having an "A" in
their class designation.                                            

(3)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
REMIC-1 Regular Interests relating to the Group I Mortgage Loans and
having a "B" in their class designation.                            

(4)   Each Pooling-Tier REMIC-2 IO Interest is an interest-only interest and    
does not have a principal balance but has a notional balance        
  ("Pooling-Tier REMIC-2 IO Notional Balance") equal to the Pooling-Tier
      REMIC-1 Principal Amount of the Corresponding Pooling-Tier REMIC-1 Regular
   Interest. From the Closing Date through and including the Corresponding
     Actual Crossover Distribution Date, each Pooling-Tier REMIC-2 IO Interest
   shall be entitled to receive interest that accrues on the Corresponding
   Pooling-Tier REMIC-1 Regular Interest at a rate equal to the excess, if
    any, of (i) the Pooling-Tier REMIC-1 Interest Rate for the Corresponding
 Pooling-Tier REMIC-1 Regular Interest over (ii) Swap LIBOR. After the
      related Corresponding Actual Crossover Distribution Date, the Pooling-Tier
REMIC-2 IO Interest shall not accrue interest.                      

(5)   For any Distribution Date (and the related Interest Accrual Period), this 
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
     rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
REMIC-1 Loan Group II WAC Rate.                                     

(6)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
 REMIC-1 Regular Interests relating to the Group II Mortgage Loans and
having an "A" in their class designation, provided that, on each    
     Distribution Date on which interest is distributable on the Corresponding
Pooling-Tier REMIC-2 IO Interest, this Pooling-Tier REMIC-2 Regular 
Interest shall bear interest at a per annum rate equal to Swap LIBOR
subject to a maximum rate equal to the weighted average of the      
   Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier REMIC-1 Regular
  Interests relating to the Group II Mortgage Loans and having an "A" in
their class designation.                                            

(7)   For any Distribution Date (and the related Interest Accrual Period) this  
    Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
 rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
  average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
 REMIC-1 Regular Interests relating to the Group II Mortgage Loans and
having a "B" in their class designation.                            

(8)   The Class PT2-R Interest shall not have a principal balance and shall not 
bear interest.                                                      

           On each Distribution Date, the interest distributable in respect of
the Mortgage Loans for such Distribution Date shall be distributed to the       
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2 Interest     
Rates shown above.                                                              

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be     
allocated to the then outstanding Pooling-Tier REMIC-2 Regular Interests (other 
than the Pooling-Tier REMIC-2 IO Interests) relating to the Group I Mortgage    
Loans with the lowest numerical denomination until the Pooling-Tier REMIC-2     
Principal Amount of such interest is reduced to zero, provided that, for        
Pooling-Tier REMIC-2 Regular Interests relating to the Group I Mortgage Loans   
with the same numerical denomination, such Realized Losses, Subsequent          
Recoveries and payments of principal shall be allocated pro rata between such   
Pooling-Tier REMIC-2 Regular Interests, until the Pooling-Tier REMIC-2 Principal
Amount of such interest is reduced to zero.                                     

         On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group II Mortgage Loans to the      
outstanding Pooling-Tier REMIC-2 Regular Interests (other than the Pooling-Tier 
REMIC-2 IO Interests) relating to the Group II Mortgage Loans with the lowest   
numerical denomination until the Pooling-Tier REMIC-2 Principal Amount of such  
interest is reduced to zero, provided that, for Pooling-Tier REMIC-2 Regular    
Interests relating to the Group II Mortgage Loans with the same numerical       
denomination, such Realized Losses, Subsequent Recoveries and payments of       
principal shall be allocated pro rata between such Pooling-Tier REMIC-2 Regular 
Interests until the Pooling-Tier REMIC-2 Principal Amount of such interest is   
reduced to zero.                                                                

Lower Tier REMIC

          The Lower-Tier REMIC shall issue the following interests, and each
such interest, other than the Class LT-R Interest, is hereby designated as a    
regular interest in the Lower-Tier REMIC. The Class LT-R Interest is hereby     
designated as the sole class of residual interest in the Lower-Tier REMIC and   
shall be represented by the Class R Certificates.                               

                                                        [Enlarge/Download Table]

Lower Tier REMIC            Lower Tier REMIC                      Initial Lower Tier                       Corresponding Upper Tier 
Class Designation            Interest Rate                      REMIC Principal Amount                      REMIC Regular Interest  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Class LT-A-1A                     (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               A-1A            
                                                  initial Class Principal Balance                                                   
Class LT-A-1B                     (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               A-1B            
                                                  initial Class Principal Balance                                                   
Class LT-A-2A                     (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               A-2A            
                                                  initial Class Principal Balance                                                   
Class LT-A-2B                     (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               A-2B            
                                                  initial Class Principal Balance                                                   
Class LT-A-2C                     (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               A-2C            
                                                  initial Class Principal Balance                                                   
Class LT-M-1                      (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               M-1             
                                                  initial Class Principal Balance                                                   
Class LT-M-2                      (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               M-2             
                                                  initial Class Principal Balance                                                   
Class LT-M-3                      (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               M-3             
                                                  initial Class Principal Balance                                                   
Class LT-B-1                      (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               B-1             
                                                  initial Class Principal Balance                                                   
Class LT-B-2                      (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               B-2             
                                                  initial Class Principal Balance                                                   
Class LT-B-3                      (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               B-3             
                                                  initial Class Principal Balance                                                   
Class LT-B-4                      (1)             1/4 Corresponding Upper Tier REMIC Regular Interest               B-4             
                                                  initial Class Principal Balance                                                   
Class LT-Accrual                  (1)             1/4 Pool Stated Principal Balance plus 1/4                        N/A             
                                                  Subordinated Amount                                                               
Class LT-                         (1)             0.01% initial Group Subordinate Amount of the                     N/A             
Group I(SUB)                                      Group I Mortgage Loans                                                            
Class LT-                         (2)             0.01% initial aggregate Stated Principal Balance                  N/A             
Group I                                           of the Group I Mortgage Loans                                                     
Class LT-                         (1)             0.01% initial Group Subordinate Amount of the                     N/A             
Group II(SUB)                                     Group II Mortgage Loans                                                           
Class LT-                         (3)             0.01% initial aggregate Stated Principal Balance                  N/A             
Group II                                          of the Group II Mortgage Loans                                                    
Class LT-XX                       (1)             1/2 initial aggregate Stated Principal                            N/A             
                                                  Balance of the Mortgage Loans, less                                               
                                                  aggregate Initial Lower Tier REMIC                                                
                                                  Principal Amounts of                                                              
                                                  Class LT-Group I(SUB),                                                            
                                                  Class LT-Group I,                                                                 
                                                  Class LT-Group II(SUB) and                                                        
                                                  Class LT-Group II Interests                                                       
Class LT-IO                       (4)                          (4)                                                  N/A             
Class LT-R                        (5)                          (5)                                                  N/A             

------------------------                                                        
(1)   The interest rate with respect to any Distribution Date for these         
    interests is a per annum variable rate equal to the Lower Tier REMIC WAC
Cap.                                                                

(2)   The interest rate with respect to any Distribution Date for the Class     
LT-Group I Interest is a per annum variable rate (expressed as a    
     percentage rounded to eight decimal places) equal to the weighted average
  of the pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular Interests (other than the Pooling-Tier REMIC-2 IO Interests)
relating to the Group I Mortgage Loans.                             

(3)   The interest rate with respect to any Distribution Date for the Class     
LT-Group II Interest is a per annum variable rate (expressed as a   
     percentage rounded to eight decimal places) equal to the weighted average
  of the pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
Regular Interests (other than the Pooling-Tier REMIC-2 IO Interests)
relating to the Group II Mortgage Loans.                            

(4)   This Lower-Tier Regular Interest is an interest-only interest and does not
     have a Lower-Tier REMIC Principal Amount. On each Distribution Date, this
 Lower-Tier Regular Interest shall be entitled to receive all interest
distributable on the Pooling-Tier REMIC-2 IO Interests.             

(5)   The Class LT-R Interest is the sole class of residual interest in the     
   Lower Tier REMIC and it does not have a principal amount or an interest
rate.                                                               

        Each Lower Tier REMIC Regular Interest is hereby designated as a
regular interest in the Lower Tier REMIC. The Class LT-A-1A, Class LT-A-1B,     
Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class LT-M-2, Class  
LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are 
hereby designated the LT Accretion Directed Classes (the "LT Accretion Directed 
Classes").                                                                      

          On each Distribution Date, 25% of the increase in the Subordinated
Amount will be payable as a reduction of the Lower Tier REMIC Principal Amount  
of the LT Accretion Directed Classes (each such Class will be reduced by an     
amount equal to 25% of any increase in the Subordinated Amount that is          
attributable to a reduction in the Class Certificate Balance of its             
Corresponding Class) and will be accrued and added to the Lower Tier REMIC      
Principal Amount of the Class LT-Accrual Interest. On each Distribution Date,   
the increase in the Lower Tier REMIC Principal Amount of the Class LT-Accrual   
Interest may not exceed interest accruals for such Distribution Date for the    
Class LT-Accrual Interest. All payments of scheduled principal and prepayments  
of principal generated by the Mortgage Loans and all Subsequent Recoveries      
allocable to principal shall be allocated (i) 25% to the Class LT-Accrual       
Interest, (ii) 25% to the LT Accretion Directed Classes (such principal payments
and Subsequent Recoveries shall be allocated among such LT Accretion Directed   
Classes in an amount equal to 25% of the principal amounts allocated to their   
respective Corresponding Classes), until paid in full and (iii) 50% to Class    
LT-Group I(SUB) Interest, Class LT-Group I Interest, Class LT-Group II(SUB)     
Interest, Class LT-Group II Interest and Class LT-XX Interest (and further      
allocated among these Lower Tier REMIC Regular Interests in the manner described
in the next sentence). As among the Class LT-Group I(SUB) Interest, Class       
LT-Group I Interest, Class LT-Group II(SUB) Interest, Class LT-Group II Interest
and Class LT-XX Interest, all payments of scheduled principal and prepayments of
principal generated by the Mortgage Loans and Subsequent Recoveries referred to 
in clause (iii) of the previous sentence shall be allocated (i) first, to the   
Class LT-Group I(SUB) Interest, and Class LT-Group II(SUB) Interest, each from  
the related Loan Group, so that their respective Lower Tier REMIC Principal     
Amount (computed to at least eight decimal places) is equal to 0.01% of the     
related Group Subordinate Amount (except that if any such amount is a larger    
number than in the preceding distribution period, the least amount of principal 
shall be distributed to the Class LT-Group I(SUB) Interest and Class LT-Group   
II(SUB) Interest, as applicable, such that the Lower Tier REMIC Subordinated    
Balance Ratio is maintained); (ii) second, to the Class LT-Group I Interest and 
the Class LT-Group II Interest 0.01% of the principal collected in respect of   
the related Loan Group; and (iii) third, any remaining amounts of principal     
shall be distributed to the Class LT-XX Interest. Notwithstanding the above,    
principal payments allocated to the Class X Interest that result in the         
reduction in the Subordinated Amount shall be allocated (i) 50% to the Class    
LT-Accrual Interest (until paid in full) and (ii) 50% to the Class LT-Group     
I(SUB) Interest, the Class LT-Group II(SUB) Interest, the Class LT-Group I      
Interest, the Class LT-Group II Interest and the Class LT-XX Interest (and      
allocated among these Lower Tier REMIC Regular Interests in a manner similar to 
that described in the immediately preceding sentence).                          

       Reductions to Lower Tier REMIC Principal Amounts as a result of
Realized Losses and increases in Lower Tier REMIC Principal Amounts as a result 
of Subsequent Recoveries shall be applied so that after all distributions have  
been made on each Distribution Date (i) the Lower Tier REMIC Principal Amount of
each LT Accretion Directed Class is equal to 25% of the Class Certificate       
Balance of its Corresponding Class, (ii) the Class LT-Accrual Interest is equal 
to 25% of the aggregate Stated Principal Balance of the Mortgage Loans plus 25% 
of the Subordinated Amount, (iii) the Class LT-Group I(SUB) Interest is equal to
0.01% of the Group Subordinate Amount of the Group I Mortgage Loans, (iv) the   
Class LT-Group II(SUB) Interest is equal to 0.01% of the Group Subordinate      
Amount of the Group II Mortgage Loans, (v) the Class LT-Group I Interest is     
equal to 0.01% of the aggregate Stated Principal Balance of the Group I Mortgage
Loans, (vi) the Class LT-Group II Interest is equal to 0.01% of the aggregate   
Stated Principal Balance of the Group II Mortgage Loans and (vii) the remainder 
shall be applied to the Class LT-XX Interest.                                   

Upper-Tier REMIC

            The Upper Tier REMIC shall issue the following classes of Upper Tier
REMIC Regular Interests and each such interest, other than the Class UT-R       
Interest, is hereby designated as a regular interest in the Upper Tier REMIC.   
The Class UT-R Interest shall be represented by the Class R Certificates.       

                                                        [Enlarge/Download Table]


Upper Tier REMIC                      Upper Tier REMIC           Initial Upper Tier REMIC            Corresponding     
Class Designation                      Interest Rate                 Principal Amount            Class of Certificates 
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
    Class A-1A                              (1)                        $261,871,000                    Class A-1A      
    Class A-1B                              (1)                        $ 65,467,000                    Class A-1B      
    Class A-2A                              (2)                        $ 73,746,000                    Class A-2A      
    Class A-2B                              (2)                        $ 30,065,000                    Class A-2B      
    Class A-2C                              (2)                        $ 29,526,000                    Class A-2C      
    Class M-1                               (3)                        $ 38,061,000                    Class M-1       
    Class M-2                               (3)                        $ 24,810,000                    Class M-2       
    Class M-3                               (3)                        $  7,612,000                    Class M-3       
    Class B-1                               (3)                        $  5,638,000                    Class B-1       
    Class B-2                               (3)                        $  5,639,000                    Class B-2       
    Class B-3                               (3)                        $  5,639,000                    Class B-3       
    Class B-4                               (3)                        $  5,638,000                    Class B-4       
    Class IO                                (4)                             (4)                                        
    Class X                                 (5)                        $ 10,150,199                    Class X(5)      
    Class UT-R                              (6)                             $0                         Class R         
----------------                                                                                                       

(1)   For any Distribution Date (and the related Interest Accrual Period) this  
   interest shall bear interest at the lesser of (i) the Pass-Through Rate
     (determined without regard to the Group I Loan Cap) for the Corresponding
     Class of Certificates and (ii) the Lower-Tier Interest Rate for the Class
LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate").     

(2)   For any Distribution Date (and the related Interest Accrual Period) this  
   interest shall bear interest at the lesser of (i) the Pass-Through Rate
      (determined without regard to the Group II Loan Cap) for the Corresponding
     Class of Certificates and (ii) the Lower-Tier Interest Rate for the Class
LT-Group II Interest (the "Upper-Tier REMIC Loan Group II Rate").   

(3)   For any Distribution Date (and the related Interest Accrual Period) this  
   interest shall bear interest at the lesser of (i) the Pass-Through Rate
(determined without regard to the applicable WAC Cap) for the       
      Corresponding Class of Certificates and (ii) the Upper-Tier REMIC Pool Cap
Rate.                                                               

(4)   This interest is an interest-only interest and does not have a principal  
balance. On each Distribution Date, the Class IO Interest shall be  
entitled to receive all interest distributable on the Class LT-IO   
     Interest. This interest shall be beneficially owned by the holders of the
   Class X Certificates and shall be held as an asset of the Swap Account.

(5)   The Class X Interest has an initial principal balance of $10,150,199 but  
     it will not accrue interest on such balance but will accrue interest on a
notional principal balance. As of any Distribution Date, the Class X
      Interest shall have a notional principal balance equal to the aggregate of
      the principal balances of the Lower Tier REMIC Regular Interests as of the
 first day of the related Interest Accrual Period. With respect to any
  Interest Accrual Period, the Class X Interest shall bear interest at a
      rate equal to the excess, if any, of the Lower Tier REMIC WAC Cap over the
    product of (i) 2 and (ii) the weighted average Lower Tier REMIC Interest
     Rate of the Lower Tier REMIC Regular Interests (other than Class LT-Group
      I(SUB), Class LT-Group I, Class LT-Group II(SUB), Class LT-Group II, Class
      LT-XX and Class LT-IO Interests), where the Lower Tier REMIC Interest Rate
  on the Class LT-Accrual Interest is subject to a cap equal to zero and
each LT-Accretion Directed Class is subject to a cap equal to the   
Pass-Through Rate on its Corresponding Class. With respect to any   
 Distribution Date, interest that so accrues on the notional principal
   balance of the Class X Interest shall be deferred in an amount equal to
   any increase in the Subordinated Amount on such Distribution Date. Such
deferred interest shall not itself bear interest.                   

(6)   The Class UT-R Interest does not have an interest rate or a principal     
balance.                                                            

           On each Distribution Date, interest distributable in respect of the
Lower-Tier Interests for such Distribution Date shall be deemed to be           
distributed on the interests in the Upper-Tier REMIC at the rates shown above,  
provided that the Class IO Interest shall be entitled to receive interest before
any other interest in the Upper-Tier REMIC.                                     

  On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the Upper-Tier   
Interests until the outstanding principal balance of each such interest equals  
the outstanding Class Certificate Balance of the Corresponding Class of         
Certificates as of such Distribution Date.                                      

Certificates      

                 Class Pass-Through      Class Certificate
Class Designation                 Rate                  Balance               
--------------------       --------------------    -------------------          
Class A-1A(9)                       (1)              $  261,871,000             
Class A-1B(9)                       (2)              $   65,467,000             
Class A-2A(9)                       (3)              $   73,746,000             
Class A-2B(9)                       (4)              $   30,065,000             
Class A-2C(9)                       (5)              $   29,526,000             
Class M-1(9)                        (6)              $   38,061,000             
Class M-2(9)                        (6)              $   24,810,000             
Class M-3(9)                        (6)              $    7,612,000             
Class B-1(9)                        (6)              $    5,638,000             
Class B-2(9)                        (6)              $    5,639,000             
Class B-3(9)                        (6)              $    5,639,000             
Class B-4(9)                        (6)              $    5,638,000             
Class X                             (7)              $   10,150,199             
Class R                             (8)                    $0                   
-------------                                                                   

(1)   The Class A-1A Certificates will bear interest during each Interest       
Accrual Period at a per annum rate equal to (a) on or prior to the  
   Optional Termination Date, the lesser of (i) LIBOR plus 0.325% and (ii)
the Group I Loan Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus 0.650% and (ii) the Group I Loan Cap.      

(2)   The Class A-1B Certificates will bear interest during each Interest       
Accrual Period at a per annum rate equal to (a) on or prior to the  
   Optional Termination Date, the lesser of (i) LIBOR plus 0.320% and (ii)
the Group I Loan Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus 0.740% and (ii) the Group I Loan Cap.      

(3)   The Class A-2A Certificates will bear interest during each Interest       
Accrual Period at a per annum rate equal to (a) on or prior to the  
   Optional Termination Date, the lesser of (i) LIBOR plus 0.110% and (ii)
 the Group II Loan Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus 0.220% and (ii) the Group II Loan Cap.     

(4)   The Class A-2B Certificates will bear interest during each Interest       
Accrual Period at a per annum rate equal to (a) on or prior to the  
   Optional Termination Date, the lesser of (i) LIBOR plus 0.250% and (ii)
 the Group II Loan Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus 0.500% and (ii) the Group II Loan Cap.     

(5)   The Class A-2C Certificates will bear interest during each Interest       
Accrual Period at a per annum rate equal to (a) on or prior to the  
   Optional Termination Date, the lesser of (i) LIBOR plus 0.420% and (ii)
 the Group II Loan Cap or (b) after the Optional Termination Date, the
lesser of (i) LIBOR plus 0.840% and (ii) the Group II Loan Cap.     

(6)   The Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and  
  Class B-4 Certificates will bear interest during each Interest Accrual
Period at a per annum rate equal to (a) on or prior to the Optional 
  Termination Date, the lesser of (i) LIBOR plus 0.470%, 0.650%, 0.700%,
     1.180%, 1.380%, 1.800% and 3.000%, respectively, and (ii) the Pool Cap or
 (b) after the Optional Termination Date, the lesser of (i) LIBOR plus
    0.705%, 0.975%, 1.050%, 1.770%, 2.070%, 2.700% and 4.500%, respectively,
and (ii) the Pool Cap.                                              

(7)   The Class X Certificates will represent beneficial ownership of the Class 
X Interest, the Class LT-IO Interest, the right to receive Class IO 
   shortfalls, the Cap Agreements, amounts in the Swap Account, subject to
     the obligation to make Net Swap Payments and payments of Basis Risk Carry
      Forward Amounts and amounts in the Excess Reserve Fund Account, subject to
   the obligation to make payments from the Excess Reserve Fund Account in
respect of Basis Risk Carry Forward Amounts. For federal income tax 
     purposes, the Trustee will treat a Class X Certificateholder's obligation
      to make payments from the Excess Reserve Fund Account and the Swap Account
    to the LIBOR Certificateholders as payments made pursuant to an interest
   rate cap contract written by the Class X Certificateholders in favor of
each Class of LIBOR Certificates. Such rights of the Class X        
    Certificateholders and LIBOR Certificateholders shall be treated as held
   in a portion of the Trust Fund that is treated as a grantor trust under
subpart E, Part I of subchapter J of the Code.                      

(8)   The Class R Certificates do not have a principal balance or an interest   
rate.                                                               

(9)   Each of these Certificates will represent not only the ownership of the   
 Corresponding Class of Upper Tier REMIC Regular Interest but also the
   right to receive payments from the Excess Reserve Fund Account and Swap
     Account in respect of any Basis Risk Carry Forward Amounts. Each of these
Certificates will also be subject to the obligation to pay Class IO 
     Shortfalls as described in Section 8.13. For federal income tax purposes,
     any amount distributed on the LIBOR Certificates on any such Distribution
      Date in excess of the amount distributable on their corresponding Class of
     Upper-Tier Regular Interest on such Distribution Date shall be treated as
      having been paid from the Excess Reserve Fund Account or the Swap Account,
      as applicable, and any amount distributable on such Corresponding Class of
  Upper-Tier Regular Interest on such Distribution Date in excess of the
    amount distributable on the LIBOR Certificates on such Distribution Date
      shall be treated as having been paid to the Swap Account, all pursuant to,
     and as further provided in Section 8.13. For federal income tax purposes,
  the Trustee will treat a Certificateholder's right to receive payments
  from the Excess Reserve Fund Account and Swap Account as payments made
pursuant to an interest rate cap contract written by the Class X    
Certificateholders.                                                 

           The minimum denomination for each Class of Certificates, other than
the Class P, Class R and the Class X Certificates, will be $25,000 with integral
multiples of $1 in excess thereof except that one Certificate in each Class may 
be issued in a different amount. The minimum denomination for each of the Class 
P and Class X Certificates will be a 1% Percentage Interest in such Class, and  
the minimum denomination for the Class R Certificates shall be 100% Percentage  
Interest in such Class.                                                         

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

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

Class A Certificates......... Class A-1A, Class A-1B, Class A-2A, Class A-2B and
    Class A-2C Certificates.

Class B Certificates......... Class B-1, Class B-2, Class B-3 and Class B-4     
Certificates.       

Class M Certificates......... Class M-1, Class M-2 and Class M-3 Certificates.  

Delay Certificates........... None.                                             

ERISA-Restricted                                                                
Certificates............... Class B-4, Class R, Class P and Class X         
                             Certificates; any certificate with a rating below
                            the lowest applicable permitted rating under the
    Underwriters' Exemption.

LIBOR Certificates........... Class A and Subordinated Certificates.            

Non-Delay Certificates....... Class A, Class X and Subordinated Certificates.   

Offered Certificates......... All Classes of Certificates other than the Private
Certificates.       

Physical Certificates........ Class P, Class X and Class R Certificates.        

Private Certificates......... Class A-1A, Class A-1B, Class B-4, Class P, Class 
       X and Class R Certificates.

Rating Agencies.............. Moody's, Fitch and Standard & Poor's.             

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

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

Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class 
                      B-2, Class B-3 and Class B-4 Certificates.

 ARTICLE I

 DEFINITIONS

         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 set forth in Section 3.01(a) of this         
Agreement.                                                                      

         Account: Any of the Collection Account, the Distribution Account,
any Escrow Account or the Excess Reserve Fund Account. Each Account shall be an 
Eligible Account.                                                               

         Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of LIBOR Certificates, the amount of       
interest accrued during the related Interest Accrual Period at the applicable   
Pass-Through Rate on the related Class Certificate Balance immediately prior to 
such Distribution Date, as reduced by such Class's share of Net Prepayment      
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution    
Date allocated to such Class pursuant to Section 4.02.                          

        Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan.

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

       Adjustment Date: As to any Mortgage Loan, the first Due Date on
which the related Mortgage Rate adjusts as set forth in the related Mortgage    
Note and each Due Date thereafter on which the Mortgage Rate adjusts as set     
forth in the related Mortgage Note.                                             

Advance: Any P&I Advance or Servicing Advance.          

       Advance Facility: A financing or other facility as described in
Section 10.10.                                                                  

        Advancing Person: The Person to whom the Servicer's rights under
this Agreement to be reimbursed for any P&I Advances or Servicing Advances have 
been assigned pursuant to Section 10.10.                                        

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

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

          Amount Held for Future Distribution: As to the Certificates on any
Distribution Date, the aggregate amount held in the Collection Account at the   
close of business on the related Determination Date on account of (i) Principal 
Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and
Subsequent Recoveries on the Mortgage Loans received after the end of the       
related Prepayment Period and (ii) all Scheduled Payments on the Mortgage Loans 
due after the end of the related Due Period.                                    

            Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which the aggregate Class Certificate Balance of the     
LIBOR Certificates after distributions of principal on such Distribution Date   
exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such   
Distribution Date.                                                              

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

        Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form (other than the assignee's 
name and recording information not yet returned from the recording office),     
reflecting the sale of the Mortgage to the Trustee.                             

      Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (x) the sum of (i) all     
scheduled installments of interest (net of the related Expense Fees) and        
principal due on the Due Date on such Mortgage Loans in the related Due Period  
and received by the Servicer on or prior to the related Determination Date,     
together with any P&I Advances in respect thereof; (ii) all Condemnation        
Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries    
received by the Servicer during the related Prepayment Period (in each case, net
of unreimbursed expenses incurred in connection with a liquidation or           
foreclosure and unreimbursed Advances, if any); (iii) all partial or full       
prepayments on the Mortgage Loans received by the Servicer during the related   
Prepayment Period together with all Compensating Interest paid by the Servicer  
in connection therewith (excluding any Prepayment Charges); (iv) all            
Substitution Adjustment Amounts with respect to the substitutions of Mortgage   
Loans that occur on or prior to the related Determination Date; (v) all amounts 
received with respect to such Distribution Date as the Repurchase Price in      
respect of a Mortgage Loan repurchased by the Responsible Party on or prior to  
the related Determination Date; and (vi) the proceeds with respect to the       
termination of the Trust Fund pursuant to clause (a) of Section 9.01; reduced by
(y) amounts in reimbursement for Advances previously made with respect to the   
Mortgage Loans and other amounts as to which the Servicer, the Depositor or the 
Trustee are entitled to be paid or reimbursed pursuant to this Agreement.       

      Balloon Loan: Any Mortgage Loan that requires only payments of
interest until the stated maturity date of the Mortgage Loan or Scheduled       
Payments of principal (not including the payment due on its stated maturity     
date) that are based on an amortization schedule that would be insufficient to  
fully amortize the principal thereof by the stated maturity date of the Mortgage
Loan.                                                                           

Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such   
Distribution Date over (ii) the Excess Subordinated Amount, if any, for such    
Distribution Date.                                                              

            Basis Risk Carry Forward Amount: With respect to each Class of LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on such            
Distribution Date the Pass-Through Rate for any Class of LIBOR Certificates is  
based upon a Group Loan Cap or the Pool Cap, as applicable, the excess of (i)   
the amount of interest such Class of Certificates would otherwise be entitled to
receive on such Distribution Date had such rate been calculated as the sum of   
LIBOR and the applicable Pass-Through Margin on such Class of Certificates for  
such Distribution Date, over (ii) the amount of interest payable on such Class  
of Certificates at, with respect to the Class A-1A and Class A-1B Certificates, 
the Group I Loan Cap, with respect to the Class A-2A, Class A-2B and Class A-2C 
Certificates, the Group II Loan Cap, and with respect to each other Class of    
LIBOR Certificates, the Pool Cap, as applicable, for such Distribution Date and 
(B) the portion of any such excess described in clause (A) for such Class of    
Certificates from all previous Distribution Dates not previously paid, together 
with interest thereon at a rate equal to the sum of LIBOR and the applicable    
Pass-Through Margin for such Class of Certificates for such Distribution Date.  

         Basis Risk Payment: For any Distribution Date, an amount equal to
the lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior to any       
reduction for Basis Risk Payments or any Defaulted Swap Termination Payment).   

          Best's: Best's Key Rating Guide, as the same shall be amended from
time to time.                                                                   

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

          Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions, in (a) the State of New 
York, California, New Jersey or Delaware, (b) the State in which the Servicer's 
servicing operations are located, or (c) any State in which the Trustee's       
Corporate Trust Office is located, are authorized or obligated by law or        
executive order to be closed.                                                   

     Cap Agreements: The Class M Cap Agreement and the Class B Cap
Agreement.                                                                      

           Cap Provider: Barclays Bank PLC, a bank authorized and regulated by
the United Kingdom's Financial Services Authority and a member of the London    
Stock Exchange, and its successors in interest.                                 

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

       Certificate Balance: With respect to any Class of Certificates,
other than the Class X, Class P or Class R Certificates, 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 all        
distributions of principal previously made with respect thereto and in the case 
of any Certificates, reduced by any Applied Realized Loss Amounts allocated to  
such Class of Certificates pursuant to Section 4.05; provided, however, that    
immediately following the Distribution Date on which a Subsequent Recovery is   
distributed, the Class Certificate Balances of any Class or Classes of          
Certificates that have been previously reduced by Applied Realized Loss Amounts 
will be increased, in order of seniority, by the amount of the Subsequent       
Recovery distributed on such Distribution Date (up to the amount of Applied     
Realized Loss Amounts allocated to such Class or Classes). The Class P, Class X 
and Class R Certificates have no Certificate Balance.                           

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

Certification: As defined in Section 8.12(b).           

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

          Class A Certificate Group: The Group I Class A Certificates or the
Group II Class A Certificates, as applicable.                                   

        Class A Certificates: As specified in the Preliminary Statement.

    Class A Principal Allocation Percentage: With respect to any
Distribution Date, the percentage equivalent of a fraction, determined as       
follows: (A) with respect to the Group I Class A Certificates, a fraction, the  
numerator of which is (x) the portion of the Principal Remittance Amount for    
such Distribution Date that is attributable to the principal received or        
advanced on the Group I Mortgage Loans and the denominator of which is (y) the  
Principal Remittance Amount for such Distribution Date; and (B) with respect to 
the Group II Class A Certificates, a fraction, the numerator of which is (x) the
portion of the Principal Remittance Amount for such Distribution Date that is   
attributable to the principal received or advanced on the Group II Mortgage     
Loans and the denominator of which is (y) the Principal Remittance Amount for   
such Distribution Date.                                                         

  Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)  
the lesser of (A) 63.40% of the aggregate Stated Principal Balance of the       
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the    
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution  
Date over $2,819,311.                                                           

   Class A-1A Certificates: All Certificates bearing the class
designation of "Class A-1A".                                                    

   Class A-1B Certificates: All Certificates bearing the class
designation of "Class A-1B".                                                    

   Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A".                                                    

   Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B".                                                    

   Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C".                                                    

          Class B Cap Agreement: The interest rate cap agreement, dated July
27, 2005, between the Cap Provider and the Trustee, relating to the Class B     
Certificates.                                                                   

        Class B Certificates: As specified in the Preliminary Statement.

  Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1".                                                     

    Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for such Distribution 
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class    
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such            
Distribution Date) and (E) the Class Certificate Balance of the Class B-1       
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 90.40% of the aggregate Stated Principal Balance of the Mortgage Loans for  
such Distribution Date and (B) the excess, if any, of the aggregate Stated      
Principal Balance of the Mortgage Loans for such Distribution Date over         
$2,819,311.                                                                     

  Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2".                                                     

    Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for such Distribution 
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class    
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such            
Distribution Date), (E) the Class Certificate Balance of the Class B-1          
Certificates (after taking into account the distribution of the Class B-1       
Principal Distribution Amount for such Distribution Date), and (F) the Class    
Certificate Balance of the Class B-2 Certificates immediately prior to such     
Distribution Date over (ii) the lesser of (A) 92.40% of the aggregate Stated    
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the  
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans 
for such Distribution Date over $2,819,311.                                     

  Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3".                                                     

    Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for such Distribution 
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class    
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such            
Distribution Date), (E) the Class Certificate Balance of the Class B-1          
Certificates (after taking into account the distribution of the Class B-1       
Principal Distribution Amount for such Distribution Date), (F) the Class        
Certificate Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount for such            
Distribution Date) and (G) the Class Certificate Balance of the Class B-3       
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) 94.40% of the aggregate Stated Principal Balance of the Mortgage Loans for  
such Distribution Date and (B) the excess, if any, of the aggregate Stated      
Principal Balance of the Mortgage Loans for such Distribution Date over         
$2,819,311.                                                                     

  Class B-4 Certificates: All Certificates bearing the class
designation of "Class B-4".                                                     

    Class B-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for such Distribution 
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class    
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount for such            
Distribution Date), (E) the Class Certificate Balance of the Class B-1          
Certificates (after taking into account the distribution of the Class B-1       
Principal Distribution Amount for such Distribution Date), (F) the Class        
Certificate Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount for such            
Distribution Date), (G) the Class Certificate Balance of the Class B-3          
Certificates (after taking into account the distribution of the Class B-3       
Principal Distribution Amount for such Distribution Date) and (H) the Class     
Certificate Balance of the Class B-4 Certificates immediately prior to such     
Distribution Date over (ii) the lesser of (A) 96.40% of the aggregate Stated    
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the  
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans 
for such Distribution Date over $2,819,311.                                     

          Class Certificate 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 IO Interest: As specified in the Preliminary Statement.

          Class IO Shortfalls: As defined in Section 8.13. For the avoidance
of doubt, the Class IO Shortfall for any Distribution Date shall equal the      
amount payable to the Class X Certificates in respect of amounts due to the Swap
Provider on such Distribution Date (other than Defaulted Swap Termination       
Payments) in excess of the amount payable on the Class X Interest (prior to     
reduction for any Basis Risk Payment or Swap Termination Payments) on such      
Distribution Date, all as further provided in Section 8.13.                     

         Class LT-R Interest: The sole class of "residual interest" in the
Lower Tier REMIC evidenced by the Class R Certificates.                         

          Class M Cap Agreement: The interest rate cap agreement, dated July
27, 2005, between the Cap Provider and the Trustee, relating to the Class M     
Certificates.                                                                   

        Class M Certificates: As specified in the Preliminary Statement.

  Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1".                                                     

    Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for such Distribution 
Date), and (B) the Class Certificate Balance of the Class M-1 Certificates      
immediately prior to such Distribution Date over (ii) the lesser of (A) 76.90%  
of the aggregate Stated Principal Balance of the Mortgage Loans for such        
Distribution Date and (B) the excess, if any, of the aggregate Stated Principal 
Balance of the Mortgage Loans for such Distribution Date over $2,819,311.       

  Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2".                                                     

    Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for such Distribution 
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date) and (C) the Class Certificate Balance of the 
Class M-2 Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) 85.70% of the aggregate Stated Principal Balance of the Mortgage  
Loans for such Distribution Date and (B) the excess, if any, of the aggregate   
Stated Principal Balance of the Mortgage Loans for such Distribution Date over  
$2,819,311.                                                                     

  Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3".                                                     

    Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class         
Certificate Balances of the Class A Certificates (after taking into account the 
distribution of the Class A Principal Distribution Amount for such Distribution 
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after   
taking into account the distribution of the Class M-1 Principal Distribution    
Amount for such Distribution Date), (C) the Class Certificate Balance of the    
Class M-2 Certificates (after taking into account the distribution of the Class 
M-2 Principal Distribution Amount for such Distribution Date) and (D) the Class 
Certificate Balance of the Class M-3 Certificates immediately prior to such     
Distribution Date over (ii) the lesser of (A) 88.40% of the aggregate Stated    
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the  
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans 
for such Distribution Date over $2,819,311.                                     

            Class P Certificates: All Certificates bearing the class designation
of "Class P".                                                                   

           Class PT1-R Interest: The residual interest in Pooling-Tier REMIC-1
as described in the Preliminary Statement and the related footnote thereto.     

           Class PT2-R Interest: The residual interest in Pooling-Tier REMIC-2
as described in the Preliminary Statement and the related footnote thereto.     

            Class R Certificates: All Certificates bearing the class designation
of "Class R".                                                                   

         Class UT-R Interest: The sole class of "residual interest" in the
Upper Tier REMIC evidenced by the Class R Certificate.                          

            Class X Certificates: All Certificates bearing the class designation
of "Class X".                                                                   

          Class X Distributable Amount: On any Distribution Date, the sum of
(i) as a distribution in respect of interest, the amount of interest that has   
accrued on the Class X Interest (as set forth in the Preliminary Statement) and 
not applied as an Extra Principal Distribution Amount on such Distribution Date,
plus any such accrued interest remaining undistributed from prior Distribution  
Dates, plus (without duplication) (ii) as a distribution in respect of          
principal, any portion of the principal balance of the Class X Interest which is
distributable as a Subordination Reduction Amount, minus (iii) any amounts paid 
as a Basis Risk Payment from the excess Reserve Fund Account or any Swap        
Termination Payment.                                                            

           Class X Interest: The Upper Tier REMIC Regular Interest represented
by the Class X Certificates as specified and described in the Preliminary       
Statement and the related footnote thereto.                                     

Closing Date: July 27, 2005.                            

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

Collection Account: As defined in Section 3.10(a).      

          Combined Loan-to-Value Ratio or CLTV: As of any date and as to any
Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of the (a) sum 
of (i) the outstanding principal balance of the Second-Lien Mortgage Loan and   
(ii) the outstanding principal balance as of such date of any mortgage loan or  
mortgage loans that are senior or equal in priority to the Second-Lien Mortgage 
Loan and which are secured by the same Mortgaged Property to (b) (i) in the case
of a purchase, the lesser of (A) the sale price of the Mortgaged Property and   
(B) its appraised value at the time of sale, or (ii) in the case of a           
refinancing or modification, the appraised value of the Mortgaged property at   
the time of the refinancing or modification.                                    

           Compensating Interest: For any Distribution Date, the lesser of (a)
the amount, if any, by which the Prepayment Interest Shortfall, if any, for such
Distribution Date, with respect to voluntary Principal Prepayments in Full      
(excluding any payments made upon liquidation of any Mortgage Loan) exceeds all 
Prepayment Interest Excesses for such Distribution Date, and (b) the amount of  
the Servicing Fee payable to the Servicer for such Distribution Date.           

        Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by       
exercise of the power of eminent domain or condemnation.                        

          Convertible Mortgage Loan: Any individual Adjustable Rate Mortgage
Loan purchased pursuant to this Agreement which contains a provision whereby the
Mortgagor is permitted to convert the Adjustable Rate Mortgage Loan to a Fixed  
Rate Mortgage Loan in accordance with the terms of the related Mortgage Note.   

       Corporate Trust Office: The designated office of the Trustee at
which at any particular time its corporate trust business with respect to this  
Agreement is administered, which office at the date of the execution of this    
Agreement is located (i) for purposes of Certificate transfers, at Wells Fargo  
Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,        
Attention: Corporate Trust Services - SABR-2005-FR3 and (ii) for all other      
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:      
Client Manager-SABR-2005-FR3, facsimile no. (410) 715-2380, and which is the    
address to which notices to and correspondence with the Trustee should be       
directed.                                                                       

  Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding Scheduled Crossover 
Distribution Date, unless on such date two times the aggregate Pooling-Tier     
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO Interest then 
outstanding is less than the scheduled swap notional amount of the Interest Rate
Swap Agreement applicable for such Distribution Date, in which case the         
Corresponding Actual Crossover Distribution Date for such Pooling-Tier REMIC-2  
IO Interest shall be the first Distribution Date thereafter on which two times  
the Pooling-Tier REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 
IO Interest then outstanding is greater than or equal to the scheduled swap     
notional amount of the Interest Rate Swap Agreement.                            

           Corresponding Class: The class of interests in the Lower-Tier REMIC
or Upper-Tier REMIC created under this Agreement that corresponds to the Class  
of interests in the other such REMIC, as applicable, or to a Class of           
Certificates in the manner set out below:                                       

Corresponding          Corresponding                              
Lower Tier REMIC       Upper Tier REMIC  Corresponding Class of       
Class Designation      Regular Interest       Certificates            
------------------------------------------------------------------------        
Class LT-A-1A           Class A-1A           Class A-1A           
Class LT-A-1B           Class A-1B           Class A-1B           
Class LT-A-2A           Class A-2A           Class A-2A           
Class LT-A-2B           Class A-2B           Class A-2B           
Class LT-A-2C           Class A-2C           Class A-2C           
Class LT-M-1            Class M-1            Class M-1            
Class LT-M-2            Class M-2            Class M-2            
Class LT-M-3            Class M-3            Class M-3            
Class LT-B-1            Class B-1            Class B-1            
Class LT-B-2            Class B-2            Class B-2            
Class LT-B-3            Class B-3            Class B-3            
Class LT-B-4            Class B-4            Class B-4            
N/A                Class X              Class X         

            Corresponding Pooling-Tier REMIC-1 Regular Interest: As described in
the Preliminary Statement.                                                      

           Corresponding Pooling-Tier REMIC-2 IO Interest: As described in the
Preliminary Statement.                                                          

Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the Preliminary Statement  
corresponding to a Pooling-Tier REMIC-2 IO Interest.                            

          Corresponding Upper Tier REMIC Regular Interest: As defined in the
Preliminary Statement.                                                          

        Covered Loan: A Mortgage Loan categorized as Covered pursuant to
Appendix E of Standard & Poor's Glossary.                                       

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

           Cumulative Loss Trigger Event: If, with respect to any Distribution
Date, the quotient (expressed as a percentage) of (x) the aggregate amount of   
Realized Losses incurred since the Cut-off Date through the last day of the     
related Due Period, divided by (y) the Cut-off Date Pool Principal Balance,     
exceeds the applicable Cumulative Loss Percentages set forth below with respect 
to such Distribution Date:                                                      

Distribution Date Occurring                                                   

 In                           Cumulative Loss Percentage
-----------------------------     ----------------------------------------------
August 2007 through July 2008     1.250% for the first month, plus an           
                              additional 1/12th of 1.500% for each month
                              thereafter (e.g., 2.000% in February 2008)

August 2008 through July 2009     2.750% for the first month, plus an           
                              additional 1/12th of 1.500% for each month
                              thereafter (e.g., 3.500% in February 2009)

August 2009 through July 2010     4.250% for the first month, plus an           
                              additional 1/12th of 0.500% for each month
                              thereafter (e.g., 4.500% in February 2010)

August 2010 through July 2011     4.750% for the first month, plus an           
                              additional 1/12th of 0.150% for each month
                              thereafter (e.g., 4.825% in February 2011)

August 2011 and thereafter        4.900%                                        

    Custodial File: With respect to each Mortgage Loan, the file
retained by the Trustee consisting of items (a) - (h) as listed on Exhibit K    
hereto.                                                                         

Cut-off Date: July 1, 2005.                             

           Cut-off Date Pool Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the Cut-off Date.                          

           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.      

      Data Tape Information: With respect to each Mortgage Loan, the
following information as of the Cut-off Date provided by the Responsible Party  
to the Purchaser pursuant to the Purchase Agreement and the Interim Servicing   
Agreement: (1) the Responsible Party's Mortgage Loan identifying number; (2) the
Mortgagor's name; (3) the street address of the Mortgaged Property including the
city, state and zip code; (4) a code indicating whether the Mortgagor is        
self-employed; (5) as to each Mortgage Loan, the Stated Principal Balance as of 
the Cut-off Date; (6) the Index; (7) a code indicating whether the Mortgaged    
Property is owner-occupied; (8) the number and type of residential units        
constituting the Mortgaged Property; (9) the original stated months to maturity;
(10) the original amortization months to maturity; (11) the stated maturity     
date; (12) the amount of the Scheduled Payment as of the Cut-off Date; (13) the 
first date on which the Scheduled Payment was due on the Mortgage Loan and, if  
such date is not consistent with the Due Date currently in effect, such Due     
Date; (14) the "paid through date" based on payments received from the related  
Mortgagor; (15) the original principal amount of the Mortgage Loan; (16) with   
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate; (17)  
with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate;  
(18) with respect to each Adjustable Rate Mortgage Loan, the initial Periodic   
Mortgage Rate Cap; (19) with respect to each Adjustable Rate Mortgage Loan, the 
subsequent Periodic Mortgage Rate Cap; (20) with respect to each Adjustable Rate
Mortgage Loan, the first payment Adjustment Date immediately following the      
Cut-off Date; (21) with respect to each Adjustable Rate Mortgage Loan, the first
Interest Rate Adjustment Date immediately following the Cut-off Date; (22) with 
respect to each Adjustable Rate Mortgage Loan, the Gross Margin; (23) with      
respect to each Adjustable Rate Mortgage Loan, the Mortgage Rate adjustment     
period; (24) the type of Mortgage Loan (i.e., Fixed Rate or Adjustable Rate     
Mortgage Loan); (25) lien position (i.e., First-Lien or Second-Lien Mortgage    
Loan); (26) a code indicating the purpose of the loan (i.e., purchase, rate and 
term refinance, equity take-out refinance); (27) the credit risk score (FICO    
score); (28) the loan credit grade classification (as described in the          
underwriting guidelines); (29) the Mortgage Rate at origination; (30) the       
Mortgage Rate as of the Cut-off Date; (31) the value of the Mortgaged Property; 
(32) a code indicating the term and amount of Prepayment Charges applicable to  
such Mortgage Loan (including any prepayment penalty term), if any; (33) with   
respect to each First-Lien Mortgage Loan, the Loan-to-Value Ratio at            
origination, and with respect to each Second-Lien Mortgage Loan, the Combined   
Loan-to-Value Ratio at origination; (34) a code indicating the documentation    
style, as required by Standard & Poor's criteria; (35) the date of origination; 
(36) a code indicating whether the Mortgage Loan is a Balloon Loan; (37) the Due
Date for the first Scheduled Payment; (38) the original Scheduled Payment due;  
(39) the debt-to-income ratio with respect to the Mortgage Loan; (40) the       
Mortgage Rate calculation method (i.e., 30/360, simple interest, other); (41) a 
code indicating whether the Mortgage Loan is Home Loan; (42) appraisal          
verification (Y/N); (43) type of appraisal verification, if any; (44) a code    
indicating whether such Mortgage Loan is a PMI Mortgage Loan; (45) for each PMI 
Mortgage Loan, the coverage percentage under the PMI Policy; and (46) with      
respect to Second-Lien Mortgage Loans, the outstanding principal balance of the 
superior lien at origination. With respect to the Mortgage Loans in the         
aggregate, the Data Tape Information shall set forth the following information, 
as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current       
aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted 
average Mortgage Rate of the Mortgage Loans; and (4) the weighted average       
maturity of the Mortgage Loans.                                                 

    Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the United 
States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which    
became final and non-appealable, except such a reduction resulting from a       
Deficient Valuation or any reduction that results in a permanent forgiveness of 
principal.                                                                      

        Defaulted Swap Termination Payment: Any Swap Termination Payment
required to be paid by the Trust to the Swap Provider pursuant to the Interest  
Rate Swap Agreement as a result of an Event of Default (as defined in the       
Interest Rate Swap Agreement) with respect to which the Swap Provider is the    
defaulting party or a Termination Event (as defined in the Interest Rate Swap   
Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon   
Merger (each as defined in the Interest Rate Swap Agreement )) with respect to  
which the Swap Provider is the sole Affected Party (as defined in the Interest  
Rate Swap Agreement).                                                           

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

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

      Delay Certificates: As specified in the Preliminary Statement.

Deleted Mortgage Loan: As defined in Section 2.03.      

         Delinquency Trigger Event: With respect to any Distribution Date,
the circumstances in which the quotient (expressed as a percentage) of (x) the  
rolling three month average of the Stated Principal Balances of 60+ Day         
Delinquent Mortgage Loans, divided by (y) the aggregate Stated Principal Balance
of the Mortgage Loans, as of the last day of the related Due Period, equals or  
exceeds 41.40% of the prior period's Senior Enhancement Percentage.             

            Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or 
the Percentage Interest appearing on the face thereof.                          

       Depositor: Securitized Asset Backed Receivables LLC, a Delaware
limited liability company, and its successors 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(a)(5) of the Uniform Commercial Code of
the State of New York.                                                          

            Depository Institution: Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United    
States of America or any State thereof, (b) is subject to supervision and       
examination by federal or state banking authorities and (c) has outstanding     
unsecured commercial paper or other short-term unsecured debt obligations that  
are rated P-1 by Moody's, F1+ by Fitch and A-1 by Standard & Poor's.            

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

          Determination Date: With respect to each Remittance Date, the 18th
day (or if such day is not a Business Day, the immediately preceding Business   
Day) in the calendar month in which such Remittance Date occurs.                

            Disqualified Non-U.S. Person: With respect to a Class R Certificate,
any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds
the Class R or Class LR Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the      
Trustee with an effective IRS Form W-8ECI or (ii) a Non-U.S. Person that has    
delivered to both the transferor and the Trustee an opinion of a nationally     
recognized tax counsel to the effect that the transfer of the Class R           
Certificate to it is in accordance with the requirements of the Code and the    
regulations promulgated thereunder and that such transfer of the Class R        
Certificate will not be disregarded for federal income tax purposes.            

       Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.07(d) in the name of the Trustee
for the benefit of the Certificateholders and designated "Wells Fargo Bank,     
National Association in trust for registered holders of Securitized Asset Backed
Receivables LLC Trust 2005-FR3 Mortgage Pass-Through Certificates, Series       
2005-FR3". Funds in the Distribution Account shall be held in trust for the     
Certificateholders for the uses and purposes set forth in this Agreement.       

       Distribution Account Deposit Date: As to any Distribution Date,
12:00 noon New York City time on the third Business Day immediately preceding   
such Distribution Date.                                                         

        Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such day is not a Business Day, the 
next succeeding Business Day, commencing in August 2005.                        

           Document Certification and Exception Report: The report attached to
Exhibit F hereto.                                                               

            Due Date: The day of the month on which the Scheduled Payment is due
on a Mortgage Loan, exclusive of any days of grace.                             

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

            Eligible Account: Either (i) an account maintained with a federal or
state chartered depository institution or trust company the short-term unsecured
debt obligations of which (or, in the case of a depository institution or trust 
company that is a subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated "A-1" by Standard & Poor's, "P-1"
by Moody's and "F1+" by Fitch (or a comparable rating if another Rating Agency  
is specified by the Depositor by written notice to the Servicer) at the time any
amounts are held on deposit therein, (ii) an account or accounts the deposits in
which are fully insured by the FDIC, (iii) a trust account or accounts          
maintained with a federal or state chartered depository institution or trust    
company acting in its fiduciary capacity or (iv) any other account acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may include, if    
otherwise qualified under this definition, accounts maintained with the Trustee.

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

        ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited     
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any        
successor thereto), or any substantially similar administrative exemption       
granted by the U.S. Department of Labor.                                        

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

        Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.09(b).                                         

Escrow Payments: As defined in Section 3.09(b).         

Event of Default: As defined in Section 7.01.           

          Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.07(b) and 3.07(c) in the   
name of the Trustee for the benefit of the Regular Certificateholders and       
designated "Wells Fargo Bank, National Association in trust for registered      
holders of Securitized Asset Backed Receivables LLC Trust 2005-FR3, Mortgage    
Pass-Through Certificates, Series 2005-FR3". Funds in the Excess Reserve Fund   
Account shall be held in trust for the Regular Certificateholders for the uses  
and purposes set forth in this Agreement. Amounts on deposit in the Excess      
Reserve Fund Account shall not be invested.                                     

          Excess Subordinated Amount: With respect to any Distribution Date,
the excess, if any, of (a) the Subordinated Amount on such Distribution Date    
over (b) the Specified Subordinated Amount for such Distribution Date.          

Exchange Act: As defined in Section 8.12(a).            

          Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal
to the sum of the Servicing Fee Rate, the Trustee Fee Rate, the Loan Performance
Advisor Fee Rate and the PMI Insurer Fee Rate, if applicable.                   

        Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee, the Trustee Fee, the Loan Performance Advisor Fee and the PMI Insurer Fee, 
if applicable.                                                                  

         Extra Principal Distribution Amount: As of any Distribution Date,
the lesser of (x) the related Total Monthly Excess Spread for such Distribution 
Date and (y) the related Subordination Deficiency for such Distribution Date.   

     Fannie Mae: The Federal National Mortgage Association, or any
successor thereto.                                                              

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

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

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

           Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date occurring in April 
2035.                                                                           

         First-Lien Mortgage Loan: A Mortgage Loan secured by a first-lien
Mortgage on the related Mortgaged Property.                                     

            Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated
as a Rating Agency in the Preliminary Statement, for purposes of Section        
10.05(c) the address for notices to Fitch shall be Fitch, Inc., One State Street
Plaza, New York, New York 10004, Attention: MBS Monitoring - Securitized Asset  
Backed Receivables LLC Trust 2005-FR3, or such other address as Fitch may       
hereafter furnish to the Depositor and the Servicer.                            

Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.   

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

         Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note to be added  
to the applicable Index to determine the Mortgage Rate.                         

         Group I Class A Certificates: The Class A-1A Certificates and the
Class A-1B Certificates, collectively.                                          

          Group I Loan Cap: With respect to the Group I Mortgage Loans as of
any Distribution Date, a per annum rate equal to the product of (i) the weighted
average of the Adjusted Net Mortgage Rates then in effect on the beginning of   
the related Due Period on the Group I Mortgage Loans minus the product of (A)   
the Net Swap Payment made to the Swap Provider, if any, expressed as a          
percentage equal to a fraction, the numerator of which is equal to the Net Swap 
Payment made to the Swap Provider and the denominator of which is equal to the  
aggregate Stated Principal Balance of the Mortgage Loans at the beginning of    
such Due Period and (B) 12 and (ii) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days in the related Interest   
Accrual Period.                                                                 

    Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.                               

          Group I Sequential Trigger Event: With respect to any Distribution
Date exists if (i) for any Distribution Date prior to August 2007, the aggregate
amount of Realized Losses incurred since the Cut-off Date through the last day  
of the related Due Period divided by the aggregate Stated Principal Balance of  
the Mortgage Loans as of the Cut-off Date exceeds 1.25%, or (ii) for any        
Distribution Date in or after August 2007, a Trigger Event exists.              

       Group II Class A Certificates: The Class A-2A Certificates, the
Class A-2B Certificates and the Class A-2C Certificates, collectively.          

            Group II Loan Cap: With respect to the Group II Mortgage Loans as of
any Distribution Date, a per annum rate equal to the product of (i) the weighted
average of the Adjusted Net Mortgage Rates then in effect on the beginning of   
the related Due Period on the Group II Mortgage Loans minus the product of (A)  
the Net Swap Payment made to the Swap Provider, if any, expressed as a          
percentage equal to a fraction, the numerator of which is equal to the Net Swap 
Payment made to the Swap Provider and the denominator of which is equal to the  
aggregate Stated Principal Balance of the Mortgage Loans at the beginning of    
such Due Period and (B) 12 and (ii) a fraction, the numerator of which is 30 and
the denominator of which is the actual number of days in the related Interest   
Accrual Period.                                                                 

     Group II Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.                              

         Group Loan Cap: The Group I Loan Cap or the Group II Loan Cap, as
applicable.                                                                     

           Group Subordinate Amount: For any Distribution Date and (i) for the
Group I Mortgage Loans, the excess of the aggregate Stated Principal Balance of 
the Group I Mortgage Loans as of the beginning of the related Due Period over   
the aggregate Class Certificate Balance of the Class A-1A and Class A-1B        
Certificates immediately prior to the current Distribution Date and (ii) for the
Group II Mortgage Loans, the excess of the aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the beginning of the related Due Period over  
the aggregate Class Certificate Balance of the Class A-2A, Class A-2B and Class 
A-2C Certificates immediately prior to such Distribution Date.                  

         High Cost Loan: A Mortgage Loan (a) covered by the Home Ownership
and Equity Protection Act of 1994, (b) classified as a "high cost home,"        
"threshold," "covered," "high risk home," "predatory," or similar loan under any
other applicable federal, state or local law (or a similarly classified loan    
using different terminology under a law imposing heightened regulatory scrutiny 
or additional legal liability for residential mortgage loans having high        
interest rates, points and/or fees) or (c) a Mortgage Loan categorized as High  
Cost pursuant to Appendix E of Standard & Poor's Glossary.                      

       Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
Appendix E of Standard & Poor's Glossary.                                       

Indenture Trustee: The trustee for the NIM Securities.  

            Index: As to each Adjustable Rate Mortgage Loan, the index from time
to time in effect for the adjustment of the Mortgage Rate set forth as such on  
the related Mortgage Note.                                                      

Initial Certification: As defined in Section 2.02.      

           Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto 
in effect, including any replacement policy or policies for any Insurance       
Policies, including, without limitation, in the case of the PMI Mortgage Loans, 
the PMI Policy.                                                                 

           Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

        Interest Accrual Period: With respect to each Class of Non-Delay
Certificates and the Corresponding Class of Lower Tier REMIC Regular Interests  
and any Distribution Date, the period commencing on the Distribution Date       
occurring in the month preceding the month in which the current Distribution    
Date occurs and ending on the day immediately preceding the current Distribution
Date (or, in the case of the first Distribution Date, the period from and       
including the Closing Date to but excluding such first Distribution Date). For  
purposes of computing interest accruals on each Class of Non-Delay Certificates,
each Interest Accrual Period has the actual number of days in such month and    
each year is assumed to have 360 days.                                          

           Interest Rate Adjustment Date: With respect to each Adjustable Rate
Mortgage Loan, the date, specified in the related Mortgage Note and the Mortgage
Loan Schedule, on which the Mortgage Rate is adjusted.                          

       Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of July 27, 2005 between the Swap Provider and the Trustee or any other
cap agreement or swap agreement (including any related schedules) entered into  
by the Trustee on behalf of the Trust pursuant to Section 2.01(d) hereof.       

  Interest Rate Cap Payment: (a) With respect to the Class M
Certificates, for the first 31 Distribution Dates, the amount, if any, equal to 
the product of (i) the excess, if any, of the lesser of (A) the one-month LIBOR 
rate as of the related reset date under the Class M Cap Agreement and (B) the   
applicable cap ceiling rate set forth on Schedule A to such Cap Agreement for   
such Distribution Date, over the applicable cap strike rate set forth on        
Schedule A to such Cap Agreement for such Distribution Date, calculated on an   
"actual/360" basis, (ii) the applicable Class M cap notional amount set forth on
Schedule A to such Cap Agreement for such Distribution Date, and (iii) the      
multiplier set forth on Schedule A to such Cap Agreement; and (b) with respect  
to the Class B Certificates, for the first 31 Distribution Dates, the amount, if
any, equal to the product of (i) the excess, if any, of the lesser of (A) the   
one-month LIBOR rate as of the related reset date under the Class B Cap         
Agreement and (B) the applicable cap ceiling rate set forth on Schedule A to    
such Cap Agreement for such Distribution Date, over the applicable cap strike   
rate set forth on Schedule A to such Cap Agreement for such Distribution Date,  
calculated on an "actual/360" basis, (ii) the applicable Class B cap notional   
amount set forth on Schedule A to such Cap Agreement for such Distribution Date,
and (iii) the multiplier set forth on Schedule A to such Cap Agreement.         

         Interest Remittance Amount: With respect to any Distribution Date
and the Mortgage Loans in a Loan Group, that portion of Available Funds         
attributable to interest relating to Mortgage Loans in that Loan Group.         

           Interim Servicing Agreement: The Interim Servicing Agreement, dated
as of November 1, 2004, by and between the Responsible Party and the Purchaser, 
a copy of which is attached hereto as Exhibit P.                                

Investment Account: As defined in Section 3.12(a).      

         Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS System as the investor pursuant to the MERS Procedures 
Manual.                                                                         

IRS: The Internal Revenue Service.                      

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

        LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR           
Determination Date on the basis of the offered rate for one-month U.S. dollar   
deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London    
time) on such date; provided, that if such rate does not appear on Telerate Page
3750, the rate for such date will be determined on the basis of the rates at    
which one-month U.S. dollar deposits are offered by the Reference Banks at      
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee shall request the principal London 
office of each of the Reference Banks to provide a quotation of its rate. If at 
least two such quotations are provided, the rate for that date will be the      
arithmetic mean of the quotations (rounded upwards if necessary to the nearest  
whole multiple of 1/16%). If fewer than two quotations are provided as          
requested, the rate for that date will be the arithmetic mean of the rates      
quoted by major banks in New York City, selected by the Trustee (after          
consultation with the Depositor), at approximately 11:00 a.m. (New York City    
time) on such date for one-month U.S. dollar loans to leading European banks.   

      LIBOR Certificates: As specified in the Preliminary Statement.

      LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day preceding the 
commencement of such Interest Accrual Period.                                   

          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 certified to the Trustee that it has received all amounts it       
expects to receive in connection with the liquidation of such Mortgage Loan     
including the final disposition of an REO Property.                             

  Liquidation Proceeds: Cash received in connection with the
liquidation of a Liquidated Mortgage Loan, whether through a trustee's sale,    
foreclosure sale or otherwise.                                                  

       Loan Group: The Group I Mortgage Loans or the Group II Mortgage
Loans, as applicable.                                                           

            Loan Performance Advisor: MortgageRamp Inc., a Delaware corporation,
and its successors in interest, and if a successor loan performance advisor is  
appointed hereunder, such successor.                                            

        Loan Performance Advisor Agreement: The Loan Performance Advisor
Agreement, dated as of February 1, 2005, by and between the Purchaser and the   
Loan Performance Advisor.                                                       

            Loan Performance Advisor Fee: As to any Distribution Date, an amount
equal to the product of (a) one-twelfth of the Loan Performance Advisor Fee Rate
and (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the  
preceding Distribution Date or, in the case of the first Distribution Date, the 
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date;
provided, however that the Loan Performance Advisor Fee for any Distribution    
Date shall not be lower than $1,500.                                            

        Loan Performance Advisor Fee Rate: With respect to each Mortgage
Loan, either (a) 0.015% per annum or (b) if the Loan Performance Advisor Fee is 
the amount calculated pursuant to the proviso in the definition of "Loan        
Performance Advisor Fee", a per annum rate determined by dividing such fee by   
the average of the aggregate Stated Principal Balance of the Mortgage Loans as  
of the preceding Distribution Date.                                             

           Loan-to-Value Ratio or LTV: As of any date and as to any First-Lien
Mortgage Loan, the ratio (expressed as a percentage) of the outstanding         
principal balance of the First-Lien Mortgage Loan to (a) in the case of a       
purchase, the lesser of (i) the sale price of the Mortgaged Property and (ii)   
its appraised value at the time of sale or (b) in the case of a refinancing or  
modification, the appraised value of the Mortgaged Property at the time of the  
refinancing or modification.                                                    

            London Business Day: Any day on which dealings in deposits of United
States dollars are transacted in the London interbank market.                   

       Lower Tier REMIC Interest Rate: As described in the Preliminary
Statement.                                                                      

           Lower Tier REMIC Regular Interest: Each of the Class LT-A-1A, Class
LT-A-1B, Class LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-M-1, Class       
LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class LT-B-3, Class LT-B-4,   
Class LT-Group I (SUB), Class LT-Group I, Class LT-Group II (SUB), Class        
LT-Group II, Class LT-XX, Class LT-IO and Class LT-Accrual Interests as         
described in the Preliminary Statement.                                         

    Lower Tier REMIC: As described in the Preliminary Statement.

        Lower Tier REMIC Principal Amount: The principal balance of each
Lower Tier REMIC Regular Interest, determined as set forth in the Preliminary   
Statement. The Lower Tier REMIC Principal Amount shall be computed to at least  
eight (8) decimal places.                                                       

          Lower Tier REMIC Subordinated Balance Ratio: The ratio between the
Lower Tier REMIC Principal Amounts of the Class LT-Group I(SUB) Interest and    
Class LT-Group II(SUB) Interest, equal to the ratio between the Group           
Subordinate Amount of the Group I Mortgage Loans and the Group Subordinate      
Amount of the Group II Mortgage Loans, respectively.                            

        Lower Tier REMIC WAC Cap: A per annum variable rate equal to the
weighted average of the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier 
REMIC-2 Regular Interests (other than the Pooling-Tier REMIC-2 IO Interests).   

            Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and in the      
related Mortgage Note and (ii) is the maximum interest rate to which the        
Mortgage Rate on such Adjustable Rate Mortgage Loan may be increased during the 
lifetime of such Adjustable Rate Mortgage Loan.                                 

        MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, and its successors in interest.                                    

       MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Responsible Party has designated or will designate MERS as, and has taken or    
will take such action as is necessary to cause MERS to be, the mortgagee of     
record, as nominee for the Responsible Party, in accordance with the MERS       
Procedure Manual and (b) the Responsible Party has designated or will designate 
the Purchaser as the Investor on the MERS System.                               

       MERS Procedure Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.                  

         MERS(R) System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.                           

            Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage
Loan, a rate that (i) is set forth on the Data Tape Information and in the      
related Mortgage Note and (ii) is the minimum interest rate to which the        
Mortgage Rate on such Adjustable Rate Mortgage Loan may be decreased during the 
lifetime of such Adjustable Rate Mortgage Loan.                                 

            Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.03.                                                       

            Moody's: Moody's Investors Service, Inc. If Moody's is designated as
a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(c)  
the address for notices to Moody's shall be Moody's Investors Service, Inc., 99 
Church Street, New York, New York 10007, Attention: Residential Mortgage        
Pass-Through Group, or such other address as Moody's may hereafter furnish to   
the Depositor and the Servicer.                                                 

            Mortgage: The mortgage, deed of trust or other instrument identified
on the Mortgage Loan Schedule as securing a Mortgage Note.                      

         Mortgage File: The items pertaining to a particular Mortgage Loan
contained in either the Servicing File or Custodial File.                       

         Mortgage Loan: An individual Mortgage Loan that is the subject of
this Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan includes,   
without limitation, the Mortgage File, the Scheduled Payments, Principal        
Prepayments, Liquidation Proceeds, Subsequent Recoveries, Condemnation Proceeds,
Insurance Proceeds, REO Disposition proceeds, Prepayment Charges, and all other 
rights, benefits, proceeds and obligations arising from or in connection with   
such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.           

            Mortgage Loan Schedule: A schedule of Mortgage Loans prepared by the
Depositor and annexed hereto as Schedule I, such schedule setting forth, for    
each Loan Group, the Data Tape Information with respect to each Mortgage Loan.  
In addition, the Mortgage Loan Schedule shall include a list of those Mortgage  
Loans covered by the PMI Policy.                                                

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

            Mortgage Rate: The annual rate of interest borne on a Mortgage Note,
which shall be adjusted from time to time in the case of an Adjustable Rate     
Mortgage Loan.                                                                  

       Mortgage Rate Caps: With respect to an Adjustable Rate Mortgage
Loan, the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate, and the Minimum
Mortgage Rate for such Mortgage Loan.                                           

        Mortgaged Property: With respect to each Mortgage Loan, the real
property (or leasehold estate, if applicable) identified on the Mortgage Loan   
Schedule as securing repayment of the debt evidenced by the related Mortgage    
Note.                                                                           

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

           Net Monthly Excess Cash Flow: For any Distribution Date, the amount
remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving   
effect to distributions pursuant to such subsection).                           

         Net Prepayment Interest Shortfall: For any Distribution Date, the
amount by which the sum of the Prepayment Interest Shortfalls for such          
Distribution Date exceeds the sum of (i) all Prepayment Interest Excesses for   
such Distribution Date and (ii) Compensating Interest payments made with respect
to such Distribution Date.                                                      

        Net Swap Payment: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Trust to the Swap   
Provider on the related Fixed Rate Payer Payment Date (as defined in the        
Interest Rate Swap Agreement).                                                  

        Net Swap Receipt: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Swap Provider to the
Trust on the related Floating Rate Payer Payment Date (as defined in the        
Interest Rate Swap Agreement).                                                  

   NIM Issuer: The entity established as the issuer of the NIM
Securities.                                                                     

          NIM Securities: Any debt securities secured or otherwise backed by
some or all of the Class X and Class P Certificates that are rated by any Rating
Agency.                                                                         

NIM Trustee: The trustee for the NIM Securities.        

          Non-Delay Certificates: As specified in the Preliminary Statement.

 Non-Permitted Transferee: A Person other than a Permitted
Transferee.                                                                     

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

           Nonrecoverable Servicing Advance: Any Servicing Advances previously
made or proposed to be made in respect of a Mortgage Loan or REO Property,      
which, in accordance with Accepted Servicing Practices, will not or, in the case
of a proposed Servicing Advance, would not be ultimately recoverable from       
related Late Collections.                                                       

Non-U.S. Person: A person that is not a U.S. Person.    

           Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates   
shall be made only upon presentation and surrender thereof.                     

        Offered Certificates: As specified in the Preliminary Statement.

        Officer's Certificate: A certificate signed by an officer of the
Servicer with responsibility for the servicing of the Mortgage Loans and listed 
on a list delivered to the Trustee pursuant to this Agreement.                  

    Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or any Subservicer, reasonably acceptable to  
the Trustee; provided, that any Opinion of Counsel relating to (a) qualification
of any Trust REMIC or (b) compliance with the REMIC Provisions, must be (unless 
otherwise stated in such Opinion of Counsel) an opinion of counsel who (i) is in
fact independent of the Servicer of the Mortgage Loans, (ii) does not have any  
material direct or indirect financial interest in the Servicer of the Mortgage  
Loans or in an affiliate of the Servicer and (iii) is not connected with the    
Servicer of the Mortgage Loans as an officer, employee, director or person      
performing similar functions.                                                   

     Optional Termination Date: The Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of 
the related Due Period, is equal to 10% or less of the Cut-off Date Pool        
Principal Balance.                                                              

Original Sale Date: April 28, 2005.                     

           Originator: Fremont Investment & Loan, a California state-chartered
industrial bank, and its successors in interest.                                

     OTS: Office of Thrift Supervision, and any successor thereto.

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

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

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

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

         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.                                                                  

         P&I Advance: As to any Mortgage Loan or REO Property, any advance
made by the Servicer in respect of any Remittance Date representing the         
aggregate of all payments of principal and interest, net of the Servicing Fee,  
that were due during the related Due Period on the Mortgage Loans and that were 
delinquent on the related Determination Date, plus certain amounts representing 
assumed payments not covered by any current net income on the Mortgaged         
Properties acquired by foreclosure or deed in lieu of foreclosure as determined 
pursuant to Section 4.01.                                                       

  Pass-Through Margin: With respect to each Class of Regular
Certificates, the following percentages: Class A-1A Certificates, 0.325%; Class 
A-1B Certificates, 0.370%; Class A-2A Certificates, 0.110%; Class A-2B          
Certificates, 0.250%; Class A-2C Certificates, 0.420%; Class M-1 Certificates,  
0.470%; Class M-2 Certificates, 0.650%; Class M-3 Certificates, 0.700%; Class   
B-1 Certificates, 1.180%; Class B-2 Certificates, 1.380%; Class B-3             
Certificates, 1.800%; and Class B-4 Certificates, 3.000%. On the first          
Distribution Date after the Optional Termination Date, the Pass-Through Margins 
shall increase to: Class A-1A Certificates, 0.650%; Class A-1B Certificates,    
0.740%; Class A-2A Certificates, 0.220%; Class A-2B Certificates, 0.500%; Class 
A-2C Certificates, 0.840%; Class M-1 Certificates, 0.705%; Class M-2            
Certificates, 0.975%; Class M-3 Certificates, 1.050%; Class B-1 Certificates,   
1.770%; Class B-2 Certificates, 2.070%; Class B-3 Certificates, 2.700%; and     
Class B-4 Certificates, 4.500%.                                                 

        Pass-Through Rate: For each Class of Certificates, each Class of
Upper Tier REMIC Regular Interest and each Class of Lower Tier REMIC Regular    
Interest, the per annum rate set forth or calculated in the manner described in 
the Preliminary Statement.                                                      

           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.           

      Periodic Mortgage Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the periodic limit on each Mortgage Rate adjustment as set forth 
in the related Mortgage Note.                                                   

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

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

                 (ii) demand and time deposits in, certificates of deposit of,
           or bankers' acceptances (which shall each have an original maturity
          of not more than 90 days and, in the case of bankers' acceptances,
            shall in no event have an original maturity of more than 365 days or
        a remaining maturity of more than 30 days) denominated in United
          States dollars and issued by, any Depository Institution and rated
F1+ by Fitch, A-1+ by S&P and P-1 by Moody's;           

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

               (iv) securities bearing interest or sold at a discount that
        are issued by any corporation incorporated under the laws of the
           United States of America or any state thereof and that are rated by
           S&P and Moody's (in each case, to the extent they are designated as
        Rating Agencies in the Preliminary Statement), and by each other
          Rating Agency that rates such securities, in its highest long-term
     unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;   

             (v) commercial paper (including both non-interest-bearing
        discount obligations and interest-bearing obligations payable on
          demand or on a specified date not more than 30 days after the date
         of acquisition thereof) that is rated by S&P and Moody's (in each
         case, to the extent they are designated as Rating Agencies in the
        Preliminary Statement), and by each other Agency that rates such
   securities, in its highest short-term unsecured debt rating
available at the time of such investment;               

                  (vi) units of money market funds, including money market funds
          managed or advised by the Depositor or the Trustee or an Affiliate
           thereof, that have been rated "Aaa" by Moody's, "AAA" by Standard &
   Poor's and, if rated by Fitch, at least "AAA" by Fitch; and

                (vii) if previously confirmed in writing to the Trustee, any
            other demand, money market or time deposit, or any other obligation,
          security or investment, as may be acceptable to each of the Rating
          Agencies as a permitted investment of funds backing "Aaa" or "AAA"
rated securities;                                       

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

          Permitted Transferee: Any 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 a          
Disqualified Non-U.S. Person or a U.S. Person with respect to whom income from a
Residual Certificate is attributable to a foreign permanent establishment or    
fixed base, within the meaning of an applicable income tax treaty, of such      
Person or any other U.S. Person, (vi) an "electing large partnership" within the
meaning of Section 775 of the Code and (vii) 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 any Trust REMIC 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 Freddie Mac, 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.                                                            

         Physical Certificates: As specified in the Preliminary Statement.

          PMI Insurer: Radian Guaranty Inc., a Pennsylvania corporation, and
its successors in interest.                                                     

      PMI Insurer Fee: The amount payable to the PMI Insurer on each
Distribution Date, which amount shall be calculated for each Distribution Date  
by (i) calculating, for each PMI Mortgage Loan, one twelfth of the product of   
(A) the PMI Insurer Fee Rate, and (B) the Stated Principal Balance of the       
applicable PMI Mortgage Loan or the related REO Property as of the first day of 
the related Due Period, (ii) summing the results of the calculation in clause   
(i), and (iii) adding the amount of any West Virginia and Kentucky state taxes  
associated with such PMI Insurer Fees.                                          

           PMI Insurer's Fee Rate: With respect to each PMI Mortgage Loan, the
per annum fee rate set forth in the pricing letter of the PMI Insurer. The      
Servicer hereby acknowledges receipt of the pricing letter specified in the     
foregoing sentence.                                                             

         PMI Mortgage Loans: The list of Mortgage Loans insured by the PMI
Insurer included as a part of the Mortgage Loan Schedule.                       

            PMI Policy: (i) The Primary Mortgage Insurer Policy No. 98578, dated
the Closing Date, with respect to the PMI Mortgage Loans, issued by the PMI     
Insurer, a copy of which is attached hereto as Exhibit Q and all endorsements   
thereto.                                                                        

           Pool Cap: With respect to the Mortgage Loans as of any Distribution
Date, the product of a per annum rate equal to (i) the weighted average of (x)  
the Adjusted Net Mortgage Rates for the Group I Mortgage Loans and (y) the      
Adjusted Net Mortgage Rates for the Group II Mortgage Loans then in effect on   
the beginning of the related Due Period, in each case weighted on the basis of  
the related Group Subordinate Amount, minus the product of (A) the Net Swap     
Payment made to the Swap Provider, if any, expressed as a percentage equal to a 
fraction, the numerator of which is equal to the Net Swap Payment made to the   
Swap Provider and the denominator of which is equal to the aggregate Stated     
Principal Balance of the Mortgage Loans at the beginning of such Due Period and 
(B) 12 and (ii) a fraction, the numerator of which is 30 and the denominator of 
which is the actual number of days in the related Interest Accrual Period. For  
federal income tax purposes, the economic equivalent of the Pool Cap shall be   
expressed as the weighted average of the Lower Tier REMIC Interest Rate on (a)  
the Class LT-Group I(SUB), subject to a cap and floor equal to the Lower Tier   
REMIC Interest Rate of the Class LT-Group I Interest and (b) the Class LT-Group 
II(SUB), subject to a cap and floor equal to the Lower Tier REMIC Interest Rate 
of the Class LT-Group II Interest, weighted on the basis of the respective Lower
Tier REMIC Principal Amounts of the Class LT-Group I(SUB) and Class LT-Group    
II(SUB), respectively.                                                          

       Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans for such       
Distribution Date that were Outstanding Mortgage Loans on the Due Date in the   
related Due Period.                                                             

   Pooling-Tier Interest Rate: As specified in the Preliminary
Statement.                                                                      

        Pooling-Tier REMIC-1: As described in the Preliminary Statement.

           Pooling-Tier REMIC-1 Interest Rate: As described in the Preliminary
Statement.                                                                      

  Pooling-Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.                                                          

  Pooling-Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.                                                          

        Pooling-Tier REMIC-1 Loan Group I WAC Rate: [With respect to the
Group I Mortgage Loans as of any Distribution Date, the weighted average of the 
Adjusted Net Mortgage Rates then in effect on the beginning of the related Due  
Period on the Group I Mortgage Loans multiplied by (b) 30 divided by the actual 
number of days in the related Interest Accrual Period.]                         

        Pooling-Tier REMIC-1 Loan Group II WAC Rate: With respect to the
Group II Mortgage Loans as of any Distribution Date, a per annum rate equal to  
(a) the weighted average of the Adjusted Net Mortgage Rates then in effect on   
the beginning of the related Due Period on the Group II Mortgage Loans          
multiplied by (b) 30 divided by the actual number of days in the related        
Interest Accrual Period.]                                                       

        Pooling-Tier REMIC-2: As described in the Preliminary Statement.

           Pooling-Tier REMIC-2 Interest Rate: As described in the Preliminary
Statement.                                                                      

         Pooling-Tier REMIC-2 IO Interest: Any of the Pooling-Tier REMIC-2
Regular Interests with the designation "IO" in its name.                        

     Pooling-Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.                                                          

  Pooling-Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.                                                          

  Pooling-Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.                                                          

    Prepayment Charge: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in   
connection with any Principal Prepayment pursuant to the terms of the related   
Mortgage Note.                                                                  

          Prepayment Interest Excess: With respect to any Distribution Date,
any interest collected by the Servicer with respect to any Mortgage Loan        
serviced by the Servicer as to which a Principal Prepayment in Full occurs from 
the 1st day of the month through the 15th day of the month in which such        
Distribution Date occurs and that represents interest that accrues from the 1st 
day of such month to the date of such Principal Prepayment in Full.             

       Prepayment Interest Shortfall: With respect to any Distribution
Date, the sum of, for each Mortgage Loan that was, during the portion of the    
related Prepayment Period from the first day of such Prepayment Period through  
the last day of the month preceding the month in which such Distribution Date   
occurs, the subject of a Principal Prepayment which is not accompanied by an    
amount equal to one month of interest that would have been due on such Mortgage 
Loan on the Due Date that occurs during such Prepayment Period and which was    
applied by the Servicer to reduce the outstanding principal balance of such     
Mortgage Loan on a date preceding such Due Date, an amount equal to the product 
of (a) the Mortgage Rate net of the Servicing Fee Rate for such Mortgage Loan,  
(b) the amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and
(d) the number of days commencing on the date on which such Principal Prepayment
was applied and ending on the last day of the calendar month in which the       
related Prepayment Period begins.                                               

        Prepayment Period: With respect to any Distribution Date and any
Principal Prepayments (including all unscheduled receipts of principal on the   
Mortgage Loans), the period from and including the 16th day of the month        
preceding the month in which such Distribution Date occurs (or, in the case of  
the first Distribution Date, from the Cut-off Date) to and including the 15th   
day of the month in which such Distribution Date occurs.                        

            Principal Distribution Amount: For any Distribution Date, the sum of
(i) the Basic Principal Distribution Amount for such Distribution Date and (ii) 
the Extra Principal Distribution Amount for such Distribution Date.             

           Principal Prepayment: Any full or partial payment or other recovery
of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) 
which is received in advance of its scheduled Due Date, excluding any Prepayment
Charge thereon and which is not accompanied by an amount of interest            
representing scheduled interest due on any date or dates in any month or months 
subsequent to the month of prepayment.                                          

        Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.                   

           Principal Remittance Amount: With respect to any Distribution Date,
the amount equal to the sum of the following amounts (without duplication) with 
respect to the related Due Period: (i) each scheduled payment of principal on a 
Mortgage Loan due during such Due Period and received by the Servicer on or     
prior to the related Determination Date or advanced by the Servicer for the     
related Remittance Date, (ii) all Principal Prepayments received during the     
related Prepayment Period; (iii) all net Liquidation Proceeds, Condemnation     
Proceeds and Insurance Proceeds on the Mortgage Loans allocable to principal,   
and all Subsequent Recoveries, actually collected by the Servicer during the    
related Prepayment Period; (iv) the portion of the Repurchase Price allocable to
principal with respect to each Mortgage Loan repurchased by the Responsible     
Party that was repurchased on or prior to the related Determination Date; and   
(v) all Substitution Adjustment Amounts allocable to principal with respect to  
the substitutions of Mortgage Loans that occur on or prior to the related       
Determination Date; (vi) the allocable portion of the proceeds received with    
respect to the termination of the Trust Fund pursuant to clause (a) of Section  
9.01 (to the extent such proceeds relate to principal).                         

        Private Certificates: As specified in the Preliminary Statement.

        Prospectus Supplement: The Prospectus Supplement, dated July 21,
2005, relating to the Offered Certificates.                                     

PTCE 95-60: As defined in Section 5.02(b).              

PUD: A planned unit development.                        

          Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as
of November 1, 2004, by and between the Responsible Party and the Purchaser.    

            Purchaser: Barclays Bank PLC, a public limited company registered in
England and Wales under company number 1026167, and its successors in interest. 

   Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If 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. References
herein to a given rating or rating category of a Rating Agency shall mean such  
rating category without giving effect to any modifiers. For purposes of Section 
10.05(c), the addresses for notices to each Rating Agency shall be the address  
specified therefor in the definition corresponding to the name of such Rating   
Agency, or such other address as either such Rating Agency may hereafter furnish
to the Depositor and the Servicer.                                              

          Realized Losses: With respect to any date of determination and any
Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal 
balance of such Liquidated Mortgage Loan together with accrued and unpaid       
interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net  
of the expenses incurred by the Servicer in connection with the liquidation of  
such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing   
Advances with respect to such Liquidated Mortgage Loan.                         

        Record Date: With respect to any Distribution Date, the close of
business on the Business Day immediately preceding such Distribution Date;      
provided, however, that, for any Certificate issued in definitive form, the     
Record Date shall be the close of business on the last Business Day of the month
preceding the month in which such applicable Distribution Date occurs.          

Reference Bank: As defined in Section 4.04.             

        Regular Certificates: As specified in the Preliminary Statement.

            Relief Act Interest Shortfall: With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest collectible on   
such Mortgage Loan for the most recently ended Due Period as a result of the    
application of the Servicemembers Civil Relief Act or any similar state         
statutes.                                                                       

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

           REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at 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 as well as provisions of applicable state laws.                    

         Remittance Date: With respect to any Distribution Date, the third
Business Day immediately preceding such Distribution Date.                      

            REO Disposition: The final sale by the Servicer of any REO Property.

        REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Rate net of the Servicing Fee    
Rate that would have been applicable to the related Mortgage Loan had it been   
outstanding) on the unpaid principal balance of the Mortgage Loan as of the date
of acquisition thereof (as such balance is reduced pursuant to Section 3.17 by  
any income from the REO Property treated as a recovery of principal).           

     REO Mortgage Loan: A Mortgage Loan where title to the related
Mortgaged Property has been obtained by the Servicer in the name of the Trustee 
on behalf of the Certificateholders.                                            

     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, an amount equal
to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the  
date of repurchase, (ii) interest on such unpaid principal balance of such      
Mortgage Loan at the Mortgage Rate from the last date through which interest has
been paid to the date of repurchase, (iii) all unreimbursed Servicing Advances  
and (iv) all expenses incurred by the Trustee arising out of the Trustee's      
enforcement of the Responsible Party's repurchase obligation hereunder.         

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

         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 assistant 
treasurer, any associate, or any other officer of the Trustee customarily       
performing functions similar to those performed by any of the above designated  
officers who at such time shall be officers 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.                        

  Responsible Party: Fremont Investment & Loan, a California
state-chartered industrial bank, and its successors in interest.                

Rule 144A Letter: As defined in Section 5.02(b).        

           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
which, unless otherwise specified herein, shall give effect to any related Debt 
Service Reduction and any Deficient Valuation that affects the amount of the    
monthly payment due on such Mortgage Loan.                                      

           Second-Lien Mortgage Loan: A Mortgage Loan secured by a second-lien
Mortgage on the related Mortgaged Property.                                     

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

       Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the Subordinated  
Amount (in each case after taking into account the distributions of the         
Principal Distribution Amount for such Distribution Date) by (y) the aggregate  
Stated Principal Balance of the Mortgage Loans for such Distribution Date.      

  Senior Specified Enhancement Percentage: As of any date of
determination, 36.60%.                                                          

         Servicer: From and after the Servicing Transfer Date (except with
respect to the obligation to pay Compensating Interest and to make P&I Advances,
which obligations shall be applicable from and after the Closing Date),         
Countrywide Home Loans Servicing LP, a Texas limited partnership, and its       
successors in interest, and if a successor servicer is appointed hereunder, such
successor.                                                                      

  Servicer Remittance Report: As defined in Section 4.03(d).

    Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by the Servicer in the performance of  
its servicing obligations in connection with a default, delinquency or other    
unanticipated event, including, but not limited to, the cost of (i) the         
preservation, restoration, inspection and protection of a Mortgaged Property,   
(ii) any enforcement or judicial proceedings, including foreclosures and        
litigation, in respect of a particular Mortgage Loan, (iii) the management      
(including reasonable fees in connection therewith) and liquidation of any REO  
Property and (iv) the performance of its obligations under Sections 3.01, 3.09, 
3.13 and 3.15. The Servicing Advances shall also include any reasonable         
"out-of-pocket" costs and expenses (including legal fees) incurred by the       
Servicer in connection with executing and recording instruments of satisfaction,
deeds of reconveyance or Assignments of Mortgage in connection with any         
satisfaction or foreclosure in respect of any Mortgage Loan to the extent not   
recovered from the Mortgagor or otherwise payable under this Agreement. The     
Servicer shall not be required to make any Nonrecoverable Servicing Advances.   

     Servicing Fee: With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the event of any 
payment of interest which accompanies a Principal Prepayment in Full made by the
Mortgagor during such calendar month, interest for the number of days covered by
such payment of interest) at the Servicing Fee Rate on the applicable Stated    
Principal Balance of such Mortgage Loan as of the first day of such calendar    
month. Such fee shall be payable monthly, and shall be prorated for any portion 
of a month during which the Mortgage Loan is serviced by the Servicer under this
Agreement. The Servicing Fee is payable solely from the interest portion        
(including recoveries with respect to interest from Liquidation Proceeds,       
Subsequent Recoveries, Insurance Proceeds, Condemnation Proceeds and proceeds   
received with respect to REO Properties) of such Scheduled Payment collected by 
the Servicer, or as otherwise provided under Section 3.11.                      

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

    Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all documents in  
the Mortgage File which are not delivered to the Trustee in the Custodial File  
and copies of the Mortgage Loan Documents set forth in Exhibit K hereto.        

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

           Servicing Transfer Date: With respect to each Mortgage Loan, August
1, 2005.                                                                        

Similar Law: As defined in Section 5.02(b).             

            60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to
which any portion of a Scheduled Payment is, as of the last day of the prior Due
Period, two months or more past due (without giving effect to any grace period),
each Mortgage Loan in foreclosure, each Mortgage Loan related to REO Property   
and each Mortgage Loan where the related Mortgagor has filed for bankruptcy.    

            Specified Subordinated Amount: Prior to the Stepdown Date, an amount
equal to 1.80% of the Cut-off Date Pool Principal Balance. On and after the     
Stepdown Date, an amount equal to 3.60% of the aggregate Stated Principal       
Balance of the Mortgage Loans for such Distribution Date, subject, until the    
Class Certificate Balance of each Class of LIBOR Certificates has been reduced  
to zero, to a minimum amount equal to 0.50% of the aggregate Stated Principal   
Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that   
if, on any Distribution Date, a Trigger Event exists, the Specified Subordinated
Amount shall not be reduced to the applicable percentage of the then current    
aggregate Stated Principal Balance of the Mortgage Loans until the Distribution 
Date on which a Trigger Event no longer exists. When the Class Certificate      
Balance of each Class of LIBOR Certificates has been reduced to zero, the       
Specified Subordinated Amount will thereafter equal zero.                       

            Standard & Poor's: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. If Standard & Poor's is designated as a Rating  
Agency in the Preliminary Statement, for purposes of Section 10.05(c) the       
address for notices to Standard & Poor's shall be Standard & Poor's, 55 Water   
Street, New York, New York 10041, Attention: Residential Mortgage Surveillance  
Group - Securitized Asset Backed Receivables LLC Trust 2005-FR3, or such other  
address as Standard & Poor's may hereafter furnish to the Depositor and the     
Servicer.                                                                       

   Standard & Poor's Glossary: The Standard & Poor's LEVELS(R)
Glossary, as may be in effect from time to time.                                

Startup Day: The Closing Date.                          

        Stated Principal Balance: As to each Mortgage Loan and as of any
date of determination, (i) the principal balance of the Mortgage Loan at the    
Cut-off Date after giving effect to payments of principal due on or before such 
date (whether or not received), minus (ii) all amounts previously remitted to   
the Trustee with respect to the related Mortgage Loan representing payments or  
recoveries of principal including advances in respect of scheduled payments of  
principal. For purposes of any Distribution Date, the Stated Principal Balance  
of any Mortgage Loan will give effect to any scheduled payments of principal    
received by the Servicer on or prior to the related Determination Date or       
advanced by the Servicer for the related Remittance Date and any unscheduled    
principal payments and other unscheduled principal collections received during  
the related Prepayment Period, and the Stated Principal Balance of any Mortgage 
Loan that has prepaid in full or has been liquidated during the related         
Prepayment Period shall be zero.                                                

            Stepdown Date: The later to occur of (i) the earlier to occur of (a)
the Distribution Date in August 2008 and (b) the Distribution Date following the
Distribution Date on which the aggregate Class Certificate Balances of the Class
A Certificates have been reduced to zero and (ii) the first Distribution Date on
which the Senior Enhancement Percentage (calculated for this purpose only after 
taking into account payments of principal on the Mortgage Loans applied to      
reduce the Stated Principal Balance of the Mortgage Loans for the applicable    
Distribution Date but prior to any applications of Principal Distribution Amount
to the Certificates on such Distribution Date) is greater than or equal to the  
Senior Specified Enhancement Percentage.                                        

        Subordinated Amount: As of any Distribution Date, the excess, if
any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for    
such Distribution Date over (b) the aggregate of the Class Certificate Balances 
of the LIBOR Certificates as of such Distribution Date (after giving effect to  
the payment of the Principal Remittance Amount on such Certificates on such     
Distribution Date).                                                             

  Subordinated Certificates: As specified in the Preliminary
Statement.                                                                      

            Subordination Deficiency: With respect to any Distribution Date, the
excess, if any, of (a) the Specified Subordinated Amount applicable to such     
Distribution Date over (b) the Subordinated Amount applicable to such           
Distribution Date.                                                              

        Subordination Reduction Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the Excess Subordinated Amount and   
(b) the Net Monthly Excess Cash Flow.                                           

         Subsequent Recovery: With respect to any Mortgage Loan or related
Mortgaged Property that became a Liquidated Mortgage Loan or was otherwise      
disposed of, all amounts received in respect of such Liquidated Mortgage Loan   
after an Applied Realized Loss Amount related to such Mortgage Loan or Mortgaged
Property is allocated to reduce the Class Certificate Balance of any Class of   
Subordinated Certificates. Any Subsequent Recovery that is received during a    
Prepayment Period will be included as part of the Principal Remittance Amount   
for the related Distribution Date.                                              

Subservicer: As defined in Section 3.02(a).             

Subservicing Account: As defined in Section 3.08.       

Subservicing Agreements: As defined in Section 3.02(a). 

    Substitute Mortgage Loan: A Mortgage Loan substituted by the
Responsible Party 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 J, (i) have a Stated Principal Balance, after deduction of all       
Scheduled Payments due in the month of substitution, not in excess of the Stated
Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a  
rate not lower than and not more than 1% higher than that of the Deleted        
Mortgage Loan; (iii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Deleted Mortgage Loan; (iv) be of the 
same type as the Deleted Mortgage Loan; and (v) comply with each representation 
and warranty set forth in Section 2.03.                                         

   Substitution Adjustment Amount: As defined in Section 2.03.

           Swap Account: The trust account created pursuant to Section 4.06 of
this Agreement.                                                                 

          Swap LIBOR: With respect to any Distribution Date (and the related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used in the      
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of (a) the      
actual number of days in the Interest Accrual Period for the LIBOR Certificates 
divided by (b) 30.                                                              

            Swap Provider: Barclays Bank PLC, a bank authorized and regulated by
the United Kingdom's Financial Services Authority and a member of the London    
Stock Exchange, and its successors in interest.                                 

         Swap Termination Payment: Any payment payable by the Trust or the
Swap Provider upon termination of the Interest Rate Swap Agreement as a result  
of an Event of Default (as defined in the Interest Rate Swap Agreement) or a    
Termination Event (as defined in the Interest Rate Swap Agreement).             

  Tax Matters Person: The Holder of the Class R Certificates
designated as "tax matters person" of each Trust REMIC in the manner provided   
under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 
301.6231(a)(7)-1.                                                               

Tax Service Contract: As defined in Section 3.09(a).    

           Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that page on that    
service for displaying comparable rates or prices).                             

Termination Price: As defined in Section 9.01.          

           Total Monthly Excess Spread: As to any Distribution Date, an amount
equal to the excess, if any, of (i) the interest on the Mortgage Loans (other   
than Prepayment Interest Excesses) received by the Servicer on or prior to the  
related Determination Date or advanced by the Servicer for the related          
Remittance Date (net of Expense Fees) over (ii) the sum of (A) the amounts      
payable to the Certificates pursuant to Section 4.02(a)(i) on such Distribution 
Date and (B) any Net Swap Payments to the Swap Provider.                        

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

Transfer Affidavit: As defined in Section 5.02(c).      

Transferor Certificate: As defined in Section 5.02(b).  

  Trigger Event: Either a Cumulative Loss Trigger Event or a
Delinquency Trigger Event.                                                      

      Trust: The express trust created hereunder in Section 2.01(c).

           Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal with respect thereto      
received on or after the related Cut-off Date, other than such amounts which    
were due on the Mortgage Loans on or prior to the related Cut-off Date; (ii) the
Collection Account, Excess Reserve Fund Account, the Distribution Account, and  
all amounts deposited therein pursuant to the applicable provisions of this     
Agreement; (iii) property that secured a Mortgage Loan and has been acquired by 
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Cap Agreements; 
(v) the Interest Rate Swap Agreement; (vi) the Swap Account; and (vii) all      
proceeds of the conversion, voluntary or involuntary, of any of the foregoing.  

           Trust REMIC: Any of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC or the Upper-Tier REMIC, as applicable.                        

           Trustee: Wells Fargo Bank, National Association, and its successors
in interest and, if a successor trustee is appointed hereunder, such successor. 

        Trustee Fee: As to any Distribution Date, an amount equal to the
product of (a) one-twelfth of the Trustee Fee Rate and (b) the aggregate Stated 
Principal Balance of the Mortgage Loans as of the preceding Distribution Date.  

        Trustee Fee Rate: With respect to each Mortgage Loan, 0.002% per
annum.                                                                          

          Underwriters' Exemption: Any exemption listed under footnote 1 of,
and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487    
(2002), or any successor exemption.                                             

            Underwriting Guidelines: The underwriting guidelines attached to the
Purchase Agreement.                                                             

            Unpaid Interest Amount: As of any Distribution Date and any Class of
Certificates, the sum of (a) the portion of the Accrued Certificate Interest    
Distribution Amount from Distribution Dates prior to the current Distribution   
Date remaining unpaid immediately prior to the current Distribution Date and (b)
interest on the amount in clause (a) above at the applicable Pass-Through Rate  
(to the extent permitted by applicable law).                                    

 Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is the excess of (i) 
Applied Realized Loss Amounts with respect to such Class over (ii) the sum of   
(a) all distributions in reduction of such Applied Realized Loss Amounts on all 
previous Distribution Dates, and (b) the amount by which the Class Certificate  
Balance of such Class has been increased due to the distribution of any         
Subsequent Recovery on all previous Distribution Dates. Any amounts distributed 
to a Class of Subordinated Certificates in respect of any Unpaid Realized Loss  
Amount will not be applied to reduce the Class Certificate Balance of such      
Class.                                                                          

    Upper Tier REMIC: As described in the Preliminary Statement.

           Upper-Tier REMIC Loan Group I Rate: As described in the Preliminary
Statement.                                                                      

            Upper-Tier REMIC Loan Group II Rate: As described in the Preliminary
Statement.                                                                      

      Upper-Tier REMIC Pool Cap Rate: For any Distribution Date, the
weighted average of the Lower Tier REMIC Interest Rate on (a) the Class LT-Group
I(SUB), subject to a cap and floor equal to the Lower Tier REMIC Interest Rate  
of the Class LT-Group I Interest and (b) the Class LT-Group II(SUB), subject to 
a cap and floor equal to the Lower Tier REMIC Interest Rate of the Class        
LT-Group II Interest, weighted on the basis of the respective Lower Tier REMIC  
Principal Amounts of the Class LT-Group I(SUB) and Class LT-Group II(SUB),      
respectively.                                                                   

          Upper Tier REMIC Regular Interest: As described in the Preliminary
Statement.                                                                      

           U.S. Person: (i) A citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes) created or    
organized in the United States or under the laws of the United States or of any 
State thereof, including, for this purpose, the District of Columbia; (iii) a   
partnership (or entity treated as a partnership for tax purposes) organized in  
the United States or under the laws of the United States or of any State        
thereof, including, for this purpose, the District of Columbia (unless provided 
otherwise by future Treasury regulations); (iv) an estate whose income is       
includible in gross income for United States income tax purposes regardless of  
its source; or (v) 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 U.S. Persons have authority to control substantial decisions of the trust. 
Notwithstanding the last clause of the preceding sentence, to the extent        
provided in Treasury regulations, certain trusts in existence on August 20,     
1996, and treated as U.S. Persons prior to such date, may elect to continue to  
be U.S. Persons.                                                                

     Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of           
determination, (a) 1% of all Voting Rights shall be allocated to the Class X    
Certificates, if any (such Voting Rights to be allocated among the holders of   
Certificates of each such Class in accordance with their respective Percentage  
Interests), (b) 1% of all Voting Rights shall be allocated to the Class P       
Certificates, if any, and (c) the remaining Voting Rights shall be allocated    
among Holders of the remaining Classes of Certificates in proportion to the     
Certificate Balances of their respective Certificates on such date.             

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 for the benefit of the  
Certificateholders, without recourse, all the right, title and interest of the  
Depositor in and to the Trust Fund. On the Closing Date, the Depositor shall    
pay, without any right of reimbursement from the Trust, to the Cap Provider the 
"Fixed Amount" (as defined in the related Cap Agreement) due and payable to the 
Cap Provider pursuant to the terms of each Cap Agreement.                       

           (b) In connection with the transfer and assignment of each Mortgage
Loan, the Depositor has delivered or caused to be delivered to the Trustee for  
the benefit of the Certificateholders the following documents or instruments    
with respect to each Mortgage Loan so assigned:                                 

           (i) the original Mortgage Note bearing all intervening endorsements
   showing a complete chain of endorsement from the originator to the last
    endorsee, endorsed "Pay to the order of _____________, without recourse"
    and signed (which may be by facsimile signature) in the name of the last
     endorsee by an authorized officer. To the extent that there is no room on
   the face of the Mortgage Notes for endorsements, the endorsement may be
 contained on an allonge, if state law so allows and the Trustee is so
 advised in writing by the Responsible Party that state law so allows;

         (ii) the original of any guaranty executed in connection with the
Mortgage Note;                                                      

           (iii) the original Mortgage with evidence of recording thereon. If,
 in connection with any Mortgage Loan, the original Mortgage cannot be
   delivered with evidence of recording thereon on or prior to the Closing
    Date because of a delay caused by the public recording office where such
    Mortgage has been delivered for recordation or because such Mortgage has
  been lost or because such public recording office retains the original
 recorded Mortgage, the Responsible Party shall deliver or cause to be
    delivered to the Trustee a photocopy of such Mortgage, together with (A)
      in the case of a delay caused by the public recording office, an Officer's
    Certificate of the Responsible Party (or certified by the title company,
  escrow agent, or closing attorney) stating that such Mortgage has been
     dispatched to the appropriate public recording office for recordation and
    that the original recorded Mortgage or a copy of such Mortgage certified
 by such public recording office to be a true and complete copy of the
     original recorded Mortgage will be promptly delivered to the Trustee upon
      receipt thereof by the Responsible Party; or (B) in the case of a Mortgage
     where a public recording office retains the original recorded Mortgage or
in the case where a Mortgage is lost after recordation in a public  
recording office, a copy of such Mortgage certified by such public  
    recording office to be a true and complete copy of the original recorded
Mortgage;                                                           

         (iv) the originals of all assumption, modification, consolidation
 and extension agreements, if any, with evidence of recording thereon;

      (v) the original Assignment of Mortgage for each Mortgage Loan
endorsed in blank (except with respect to MERS Designated Loans);   

         (vi) the originals of all intervening assignments of Mortgage (if
any) evidencing a complete chain of assignment from the applicable  
 originator to the last endorsee (or, in the case of a MERS Designated
      Loan, MERS) with evidence of recording thereon, or if any such intervening
    assignment has not been returned from the applicable recording office or
 has been lost or if such public recording office retains the original
    recorded assignments of Mortgage, the Responsible Party shall deliver or
      cause to be delivered a photocopy of such intervening assignment, together
     with (A) in the case of a delay caused by the public recording office, an
   Officer's Certificate of the Responsible Party or a certificate from an
   escrow company, a title company or a closing attorney stating that such
     intervening assignment of Mortgage has been dispatched to the appropriate
   public recording office for recordation and that such original recorded
intervening assignment of Mortgage or a copy of such intervening    
assignment of Mortgage certified by the appropriate public recording
      office to be a true and complete copy of the original recorded intervening
 assignment of Mortgage will be promptly delivered to the Trustee upon
receipt thereof by the Responsible Party; or (B) in the case of an  
intervening assignment where a public recording office retains the  
original recorded intervening assignment or in the case where an    
  intervening assignment is lost after recordation in a public recording
  office, a copy of such intervening assignment certified by such public
    recording office to be a true and complete copy of the original recorded
intervening assignment;                                             

            (vii) the original mortgagee title insurance policy or, in the event
   such original title policy is unavailable, a certified true copy of the
  related policy binder or commitment for title certified to be true and
complete by the title insurance company;                            

      (viii) the original or, if unavailable, a copy of any security
     agreement, chattel mortgage or equivalent document executed in connection
with the Mortgage (if provided); and                                

        (ix) if any of the above documents has been executed by a person
holding a power of attorney, an original or photocopy of such power 
   certified by the Responsible Party to be a true and correct copy of the
original.                                                           

           To the extent not previously delivered to the Purchaser pursuant to
the Purchase Agreement, the Responsible Party shall promptly upon receipt from  
the respective recording office cause to be delivered to the Trustee the        
original recorded document described in (iii), (iv) and (vi) above.             

      From time to time, the Responsible Party, the Depositor or the
Servicer, as applicable, shall forward to the Trustee, additional original      
documents, additional documents evidencing an assumption, modification,         
consolidation or extension of a Mortgage Loan, in accordance with the terms of  
this Agreement upon receipt of such documents. All such mortgage documents held 
by the Trustee as to each Mortgage Loan shall constitute the "Custodial File".  

           To the extent not previously delivered to the Purchaser pursuant to
this Agreement, on or prior to the Closing Date, the Responsible Party shall    
deliver to the Trustee, Assignments of Mortgages, in blank, for each Mortgage   
Loan that is not a MERS Designated Loan. No later than thirty (30) Business Days
following the later of the Closing Date and the date of receipt by the Servicer 
of the complete recording information for a Mortgage, the Servicer shall        
promptly submit or cause to be submitted for recording, at the expense of the   
Responsible Party and at no expense to the Trust Fund, the Trustee, the Servicer
or the Depositor, in the appropriate public office for real property records,   
each Assignment of Mortgage referred to in Section 2.01(b)(v). Notwithstanding  
the foregoing, however, for administrative convenience and facilitation of      
servicing and to reduce closing costs, the Assignments of Mortgage shall not be 
required to be completed and submitted for recording with respect to any        
Mortgage Loan if the Trustee and each Rating Agency have received an Opinion of 
Counsel, satisfactory in form and substance to the Trustee and each Rating      
Agency to the effect that the recordation of such Assignments of Mortgage in any
specific jurisdiction is not necessary to protect the Trustee's interest in the 
related Mortgage Note. If the Assignment of Mortgage is to be recorded, the     
Mortgage shall be assigned by the Responsible Party, at the expense of the      
Responsible Party, to "Wells Fargo Bank, National Association, as trustee under 
the Pooling and Servicing Agreement dated as of July 1, 2005, Securitized Asset 
Backed Receivables LLC Trust 2005-FR3". In the event that any such Assignment of
Mortgage is lost or returned unrecorded because of a defect therein, the        
Responsible Party shall promptly cause to be delivered a substitute Assignment  
of Mortgage to cure such defect and thereafter cause each such assignment to be 
duly recorded at no expense to the Trust Fund.                                  

         In the event that such original or copy of any document submitted
for recordation to the appropriate public recording office is not so delivered  
to the Trustee within 180 days (or such other time period as may be required by 
any Rating Agency) following the Closing Date, and in the event that the        
Responsible Party does not cure such failure within 30 days of discovery or     
receipt of written notification of such failure from the Depositor, the related 
Mortgage Loan shall, upon the request of the Depositor, be repurchased by the   
Responsible Party at the price and in the manner specified in Section 2.03. The 
foregoing repurchase obligation shall not apply in the event that the           
Responsible Party cannot deliver such original or copy of any document submitted
for recordation to the appropriate public recording office within the specified 
period due to a delay caused by the recording office in the applicable          
jurisdiction; provided, that the Responsible Party shall instead deliver a      
recording receipt of such recording office or, if such recording receipt is not 
available, an officer's certificate of an officer of the Responsible Party,     
confirming that such document has been accepted for recording.                  

          Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains or loses the 
original Mortgage or assignment after it has been recorded, the obligations of  
the Responsible Party shall be deemed to have been satisfied upon delivery by   
the Responsible Party to the Trustee, prior to the Closing Date of a copy of    
such Mortgage or assignment, as the case may be, certified (such certification  
to be an original thereof) by the public recording office to be a true and      
complete copy of the recorded original thereof.                                 

        (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express  
trust (the "Trust") to be known, for convenience, as "Securitized Asset Backed  
Receivables LLC Trust 2005-FR3" and Wells Fargo Bank, National Association is   
hereby appointed as Trustee in accordance with the provisions of this Agreement.
The parties hereto acknowledge and agree that it is the policy and intention of 
the Trust to acquire only Mortgage Loans meeting the requirements set forth in  
this Agreement, including without limitation, the representation and warranty   
set forth in paragraph (aaa) of Schedule III.                                   

           (d) The Trust shall have the capacity, power and authority, and the
Trustee on behalf of the Trust is hereby authorized, to accept the sale,        
transfer, assignment, set over and conveyance by the Depositor to the Trust of  
all the right, title and interest of the Depositor in and to the Trust Fund     
(including, without limitation, the Mortgage Loans and the Interest Rate Swap   
Agreement) pursuant to Section 2.01(a). The Trustee on behalf of the Trust is   
hereby authorized to enter into the Cap Agreements and the Interest Rate Swap   
Agreement.                                                                      

         Section 2.02 Acceptance by the Trustee of the Mortgage Loans. The
Trustee shall acknowledge, on the Closing Date, receipt by the Trustee, of the  
documents identified in the Initial Certification in the form annexed hereto as 
Exhibit E ("Initial Certification"), and declares that it holds and will hold   
such documents and the other documents delivered to it pursuant to Section 2.01,
and that it 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 shall maintain possession of the related        
Mortgage Notes in the States of Texas, Minnesota, California or Utah, unless    
otherwise permitted by the Rating Agencies.                                     

          In connection with the Closing Date, the Trustee shall be required
to deliver via facsimile (with original to follow the next Business Day) to the 
Depositor an Initial Certification prior to the Closing Date, or, as the        
Depositor agrees on the Closing Date, certifying receipt of a Mortgage Note and 
Assignment of Mortgage for each Mortgage Loan. The Trustee shall not be         
responsible to verify the validity, sufficiency or genuineness of any document  
in any Custodial File.                                                          

          Within 90 days after the Closing Date, the Trustee shall ascertain
that all documents identified in the Document Certification and Exception Report
in the form attached hereto as Exhibit F are in its possession, and shall       
deliver to the Depositor and the Servicer a Document Certification and Exception
Report, in the form annexed hereto as Exhibit F, to the effect that, as to each 
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in such certification 
as an exception and not covered by such certification): (i) all documents       
identified in the Document Certification and Exception Report and required to be
reviewed by it are in its possession; (ii) such documents have been reviewed by 
it and appear regular on their face and relate to such Mortgage Loan; (iii)     
based on its examination and only as to the foregoing documents, the information
set forth in items (1), (2), (3), (15), (22) and (30) of the Data Tape          
Information respecting such Mortgage Loan is correct; and (iv) each Mortgage    
Note has been endorsed as provided in Section 2.01 of this Agreement. The       
Trustee shall not be responsible to verify the validity, sufficiency or         
genuineness of any document in any Custodial File.                              

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

         The Responsible Party shall deliver to the Servicer copies of all
trailing documents required to be included in the Custodial File at the same    
time the original or certified copies thereof are delivered to the Trustee,     
including but not limited to such documents as the title insurance policy and   
any other Mortgage Loan documents upon return from the public recording office. 
The documents shall be delivered by the Responsible Party at the Responsible    
Party's expense to the Servicer.                                                

     Section 2.03 Representations, Warranties and Covenants of the
Responsible Party and the Servicer; Remedies for Breaches of Representations and
Warranties with Respect to the Mortgage Loans. (a) The Servicer hereby makes the
representations and warranties set forth in Schedule II hereto to the Depositor 
and the Trustee, as of the Closing Date.                                        

      (b) The Responsible Party hereby makes the representations and
warranties, set forth in Schedule III and Schedule IV hereto, to the Depositor  
and the Trustee, as of the Closing Date. The Depositor hereby makes the         
representations and warranties set forth in Schedule V hereto to the Trustee as 
of the dates set forth in such Schedule.                                        

           (c) It is understood and agreed by the Servicer and the Responsible
Party that the representations and warranties set forth in this Section 2.03    
shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee
on the Closing Date, and shall inure to the benefit of the Depositor and the    
Trustee notwithstanding any restrictive or qualified endorsement on any Mortgage
Note or Assignment of Mortgage or the examination or failure to examine any     
Mortgage File. Upon discovery by any of the Responsible Party, the Depositor,   
the Trustee or the Servicer of a breach of any of the foregoing representations 
and warranties, the party discovering such breach shall give prompt written     
notice to the others.                                                           

          (d) Within 30 days of the earlier of either discovery by or notice
to the Responsible Party that any Mortgage Loan does not conform to the         
requirements as determined in the Trustee's review of the related Custodial File
or within 60 days of the earlier of either discovery by or notice to the        
Responsible Party of any breach of a representation or warranty set forth in    
Section 2.03(b) that materially and adversely affects the value of any Mortgage 
Loan or the interest of the Trustee or the Certificateholders therein, the      
Responsible Party shall use its best efforts to cause to be remedied a material 
defect in a document constituting part of a Mortgage File or promptly to cure   
such breach in all material respects and, if such defect or breach cannot be    
remedied, the Responsible Party shall, at the Depositor's option as specified in
writing and provided to the Responsible Party and the Trustee, (i) if such 30-  
or 60-day period, as applicable, 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 Substitute Mortgage Loan, in the manner
and subject to the conditions set forth in this Section 2.03; or (ii) repurchase
such Mortgage Loan at the Repurchase Price; provided, however, that any such    
substitution pursuant to clause (i) above shall not be effected prior to the    
delivery to the Trustee of a Request for Release substantially in the form of   
Exhibit J, and the delivery of the Mortgage File to the Trustee for any such    
Substitute Mortgage Loan. Notwithstanding the foregoing, a breach (i) which     
causes a Mortgage Loan not to constitute a "qualified mortgage" within the      
meaning of Section 860G(a)(3) of the Code or (ii) by the Responsible Party of   
any of the representations and warranties set forth in clause (zz), (aaa),      
(bbb), (ccc), (kkk), (ooo), (ppp), (rrr) or (sss) of Schedule III, in each case,
will be deemed automatically to materially and adversely affect the value of    
such Mortgage Loan and the interests of the Trustee and Certificateholders in   
such Mortgage Loan. In the event that the Trustee receives notice of a breach by
the Responsible Party of any of the representations and warranties set forth in 
clause (zz), (aaa), (bbb), (ccc), (kkk), (ooo), (ppp), (rrr) or (sss) of        
Schedule III, the Trustee shall give notice of such breach to the Responsible   
Party and request the Responsible Party to repurchase the Mortgage Loan at the  
Repurchase Price within sixty (60) days of the Responsible Party receipt of such
notice. The Responsible Party shall repurchase each such Mortgage Loan within 60
days of the earlier of discovery or receipt of notice with respect to each such 
Mortgage Loan. Within 90 days of the earlier of either discovery by or notice to
the Depositor of any breach of a representation or warranty set forth in clause 
(a) of Schedule V hereto with respect to any Mortgage Loan that is also a breach
of the representation and warranty set forth in clause (aaa) of Schedule III and
the Responsible Party has not repurchased such Mortgage Loan within the         
applicable time period for repurchase set forth above, the Depositor shall      
repurchase such Mortgage Loan at the Repurchase Price or substitute a Substitute
Mortgage Loan for such Mortgage Loan.                                           

      (e) With respect to any Substitute Mortgage Loan or Loans, the
Responsible Party shall deliver to the Trustee for the benefit of the           
Certificateholders the Mortgage Note, the Mortgage, the related assignment of   
the Mortgage, and such other documents and agreements as are required by Section
2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by  
Section 2.01. No substitution is permitted to be made with respect to any       
Distribution Date after the end of the related Prepayment Period. Scheduled     
Payments due with respect to Substitute Mortgage Loans in the Due Period of     
substitution shall not be part of the Trust Fund and will be retained by the    
Responsible Party on the next succeeding Distribution Date. For the Due Period  
of substitution, distributions to Certificateholders will include the Scheduled 
Payment due on any Deleted Mortgage Loan for such Due Period and thereafter the 
Responsible Party shall be entitled to retain all amounts received in respect of
such Deleted Mortgage Loan.                                                     

       (f) The Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted        
Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and 
the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee.   
Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject  
to the terms of this Agreement in all respects, and the Responsible Party shall 
be deemed to have made with respect to such 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 Collection 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 
Responsible Party and shall execute and deliver at the Responsible Party's      
direction such instruments of transfer or assignment prepared by the Responsible
Party, in each case without recourse, as shall be necessary to vest title in the
Responsible Party, of the Trustee's interest in any Deleted Mortgage Loan       
substituted for pursuant to this Section 2.03.                                  

           (g) For any month in which the Responsible Party substitutes one or
more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the      
Servicer will determine the amount (if any) by which the aggregate unpaid       
principal balance of all such Substitute Mortgage Loans as of the date of       
substitution is less than the aggregate unpaid principal balance of all such    
Deleted Mortgage Loans. The amount of such shortage plus an amount equal to the 
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage    
Loans (collectively, the "Substitution Adjustment Amount") shall be remitted by 
the Responsible Party to the Servicer for deposit into the Collection Account on
or before the Distribution Account Deposit Date for the Distribution Date in the
month succeeding the calendar month during which the related Mortgage Loan      
became required to be purchased or replaced hereunder.                          

     (h) In addition to such repurchase or substitution obligation
referred to in Section 2.03(d), the Responsible Party shall indemnify the       
Depositor, any of its Affiliates, the Servicer, the Trustee and the Trust and   
hold such parties harmless against any losses, damages, penalties, fines,       
forfeitures, reasonable and necessary legal fees and related costs, judgments   
and other costs and expenses (including, without limitation, any taxes payable  
by the Trust) resulting from any third party claim, demand, defense or assertion
based on or grounded upon, or resulting from, a breach by the Responsible Party 
of any of its representations and warranties or obligations contained in this   
Agreement.                                                                      

       (i) The Servicer shall amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted        
Mortgage Loan and the Servicer shall deliver the amended Mortgage Loan Schedule 
to the Trustee.                                                                 

         (j) In the event that a Mortgage Loan shall have been repurchased
pursuant to this Agreement, the proceeds from such repurchase shall be deposited
by the Servicer in the Collection Account pursuant to Section 3.10 on or before 
the Distribution Account Deposit Date for the Distribution Date in the month    
following the month during which the Responsible Party became obligated to      
repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase
Price, and receipt of a Request for Release in the form of Exhibit J hereto, the
Trustee shall release the related Custodial File held for the benefit of the    
Certificateholders to such Person as directed by the Servicer, 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. In accordance with    
Section 10.05(b), the Trustee shall promptly notify each Rating Agency of a     
purchase of a Mortgage Loan pursuant to this Section 2.03.                      

          It is understood and agreed that the obligation of the Responsible
Party under this Agreement to cure, repurchase or substitute any Mortgage Loan  
as to which a breach of a representation and warranty has occurred and is       
continuing, together with any related indemnification obligations of the        
Responsible Party set forth in Section 2.03(h), shall constitute the sole       
remedies against such Person respecting such breach available to                
Certificateholders, the Depositor and any of its Affiliates, or the Trustee on  
their behalf.                                                                   

         The provisions of this Section 2.03 shall survive delivery of the
respective Custodial Files to the Trustee for the benefit of the                
Certificateholders.                                                             

Section 2.04 [Reserved].                                

        Section 2.05 Execution and Delivery of Certificates. The Trustee
acknowledges the transfer and assignment to it of the Trust Fund and,           
concurrently with such transfer and assignment, has executed 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.          

            Section 2.06 REMIC Matters. The Preliminary Statement sets forth the
designations 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 "latest possible maturity date" is the Distribution Date occurring in 
April 2035, which is the Distribution Date in the month following the month in  
which the latest Mortgage Loan maturity date occurs.                            

       Amounts distributable to the Class X Certificates (prior to any
reduction for any Basis Risk Payment and Defaulted Swap Termination Payment),   
exclusive of any amounts received from the Swap Provider, shall be deemed paid  
from the Upper-Tier REMIC in respect of the Class X Interest to the Holders of  
the Class X Certificates prior to distribution of any Basis Risk Payments to the
LIBOR Certificates.                                                             

            For federal income tax purposes, any amount distributed on the LIBOR
Certificates on any Distribution Date in excess of the amount distributable on  
their Corresponding Class of Upper-Tier Regular Interest on such Distribution   
Date shall be treated as having been paid from the Excess Reserve Fund Account  
or the Swap Account, as applicable, and any amount distributable on such        
Corresponding Class of Upper-Tier Regular Interest on such Distribution Date in 
excess of the amount distributable on the Corresponding Class of LIBOR          
Certificates on such Distribution Date shall be treated as having been paid to  
the Interest Rate Swap Account, all pursuant to and as further provided in      
Section 8.13.                                                                   

         Section 2.07 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Trustee and the      
Servicer that as of the date of this Agreement or as of such date specifically  
provided herein:                                                                

        (a) The Depositor is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Delaware;  

            (b) The Depositor has the power and authority to convey the Mortgage
Loans and to execute, deliver and perform, and to enter into and consummate     
transactions contemplated by, this Agreement;                                   

         (c) This Agreement has been duly and validly authorized, executed
and delivered by the Depositor, all requisite company action having been taken, 
and, assuming the due authorization, execution and delivery hereof by the other 
parties hereto, constitutes or will constitute the legal, valid and binding     
agreement of the Depositor, enforceable against the Depositor in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, 
reorganization, moratorium or other similar laws relating to or affecting the   
rights of creditors generally, and by general equity principles (regardless of  
whether such enforcement is considered in a proceeding in equity or at law);    

            (d) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any governmental authority or court is required   
for the execution, delivery and performance of or compliance by the Depositor   
with this Agreement or the consummation by the Depositor of any of the          
transactions contemplated hereby, except as have been received or obtained on or
prior to the Closing Date;                                                      

     (e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the         
fulfillment of or compliance with the terms and conditions of this Agreement,   
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an        
acceleration under (A) the certificate of formation or limited liability company
agreement of the Depositor, or (B) of any term, condition or provision of any   
material indenture, deed of trust, contract or other agreement or instrument to 
which the Depositor or any of its subsidiaries is a party or by which it or any 
of its subsidiaries is bound; (ii) results or will result in a violation of any 
law, rule, regulation, order, judgment or decree applicable to the Depositor of 
any court or governmental authority having jurisdiction over the Depositor or   
its subsidiaries; or (iii) results in the creation or imposition of any lien,   
charge or encumbrance which would have a material adverse effect upon the       
Mortgage Loans or any documents or instruments evidencing or securing the       
Mortgage Loans;                                                                 

           (f) There are no actions, suits or proceedings before or against or
investigations of, the Depositor pending, or to the knowledge of the Depositor, 
threatened, before any court, administrative agency or other tribunal, and no   
notice of any such action, which, in the Depositor's reasonable judgment, might 
materially and adversely affect the performance by the Depositor of its         
obligations under this Agreement, or the validity or enforceability of this     
Agreement;                                                                      

        (g) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,   
municipal or governmental agency that would materially and adversely affect its 
performance hereunder; and                                                      

   (h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,  
and was the sole owner of each Mortgage Loan, free of any interest of any other 
Person, and the Depositor has transferred all right, title and interest in each 
Mortgage Loan to the Trustee. The transfer of the Mortgage Note and the Mortgage
as and in the manner contemplated by this Agreement is sufficient either (i)    
fully to transfer to the Trustee, for the benefit of the Certificateholders, all
right, title, and interest of the Depositor thereto as note holder and mortgagee
or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the 
security interest referred to in Section 10.04.                                 

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.07 shall survive delivery of the          
respective Mortgage Files to the Trustee or to a custodian, as the case may be, 
and shall inure to the benefit of the Trustee.                                  

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF MORTGAGE LOANS

       Section 3.01 Servicer to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders, the Servicer shall service and administer the 
Mortgage Loans in accordance with the terms of this Agreement and the respective
Mortgage Loans (provided, however that, prior to the Servicing Transfer Date the
Responsible Party will service the Mortgage Loans pursuant to the Interim       
Servicing Agreement. Prior to the Servicing Transfer Date, the Servicer shall   
have no obligation to service or administer any Mortgage Loan or have any       
obligation with respect to such Mortgage Loan, or otherwise perform its duties  
as Servicer under this Agreement, except with respect to the obligation to pay  
Compensating Interest and to make P&I Advances (which obligations shall be      
applicable from and after the Closing Date). From and after the Servicing       
Transfer Date, the Servicer shall service the Mortgage Loans pursuant to this   
Agreement), and, to the extent consistent with such terms, in the same manner in
which it services and administers similar mortgage loans for its own portfolio, 
giving due consideration to customary and usual standards of practice of        
mortgage lenders and loan servicers administering similar mortgage loans but    
without regard to:                                                              

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

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

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

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

            To the extent consistent with the foregoing, the Servicer shall seek
to maximize the timely and complete recovery of principal and interest on the   
Mortgage Notes. Subject only to the above-described servicing standards and the 
terms of this Agreement and of the respective Mortgage Loans, the Servicer shall
have full power and authority, acting alone or through Subservicers as provided 
in Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.     
Without limiting the generality of the foregoing, the Servicer in its own name  
or in the name of a Subservicer is hereby authorized and empowered by the       
Trustee when the Servicer believes it appropriate in its best judgment in       
accordance with Accepted Servicing Practices, to execute and deliver any and all
instruments of satisfaction or cancellation, or of partial or full release or   
discharge, and all other comparable instruments, with respect to the Mortgage   
Loans and the Mortgaged Properties and to institute foreclosure proceedings or  
obtain a deed-in-lieu of foreclosure so as to convert the ownership of such     
properties, and to hold or cause to be held title to such properties, on behalf 
of the Trustee. The Servicer shall be responsible for preparing and recording   
all lien releases and mortgage satisfactions in accordance with state and local 
regulations, and shall be responsible for all expenses in connection therewith  
if not paid by the Mortgagor if permitted by applicable law and the related     
Mortgage Loan Documents (except if such expense would constitute a Servicing    
Advance) and all other consequences resulting from its failure to fully         
discharge such obligation. The Servicer shall service and administer the        
Mortgage Loans in accordance with applicable state and federal law and shall    
provide to the Mortgagors any reports required to be provided to them thereby.  
The Servicer shall also comply in the performance of this Agreement with all    
reasonable rules and requirements of each insurer under any standard hazard     
insurance policy. Subject to Section 3.16, the Trustee shall execute, at the    
written request of the Servicer, and furnish to the Servicer and any Subservicer
such documents provided to the Trustee as are necessary or appropriate to enable
the Servicer or any Subservicer to carry out their servicing and administrative 
duties hereunder, and the Trustee hereby grants to the Servicer, and this       
Agreement shall constitute, a power of attorney to carry out such duties        
including a power of attorney to take title to Mortgaged Properties after       
foreclosure on behalf of the Trustee. The Trustee shall execute a separate power
of attorney, furnished to it by the Servicer, in favor of the Servicer for the  
purposes described herein to the extent necessary or desirable to enable the    
Servicer to perform its duties hereunder. The Trustee shall not be liable for   
the actions of the Servicer or any Subservicers under such powers of attorney.  

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

           (c) Notwithstanding anything in this Agreement to the contrary, the
Servicer may not make any future advances with respect to a Mortgage Loan       
(except as provided in Section 4.01) and the Servicer shall not (i) permit any  
modification with respect to any Mortgage Loan that would change the Mortgage   
Rate, reduce or increase the principal balance (except for reductions resulting 
from actual payments of principal) or change the final maturity date on such    
Mortgage Loan (except for a reduction of interest payments resulting from the   
application of the Servicemembers Civil Relief Act or any similar state         
statutes) or (ii) permit any modification, waiver or amendment of any term of   
any Mortgage Loan that would both (A) effect an exchange or reissuance of such  
Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed   
Treasury regulations promulgated thereunder) and (B) cause any Trust REMIC to   
fail to qualify as a REMIC under the Code or the imposition of any tax on       
"prohibited transactions" or "contributions after the startup day" under the    
REMIC Provisions, or (iii) except as provided in Section 3.07(a), waive any     
Prepayment Charges.                                                             

     (d) The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.          

     Section 3.02 Subservicing Agreements between the Servicer and
Subservicers. (a) The Servicer may enter into subservicing agreements with      
subservicers (each, a "Subservicer"), for the servicing and administration of   
the Mortgage Loans ("Subservicing Agreements").                                 

            (b) Each Subservicer shall be (i) authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service  
are situated, if and to the extent required by applicable law to enable the     
Subservicer to perform its obligations hereunder and under the Subservicing     
Agreement, (ii) an institution approved as a mortgage loan originator by the    
Federal Housing Administration or an institution that has deposit accounts      
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage     
servicer. Each Subservicing Agreement must impose on the Subservicer            
requirements conforming to the provisions set forth in Section 3.08 and provide 
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Servicer will examine each Subservicing Agreement and will be familiar with 
the terms thereof. The terms of any Subservicing Agreement will not be          
inconsistent with any of the provisions of this Agreement. The Servicer and the 
Subservicers may enter into and make amendments to the Subservicing Agreements  
or enter into different forms of Subservicing Agreements; provided, however,    
that any such amendments or different forms shall be consistent with and not    
violate the provisions of this Agreement, and that no such amendment or         
different form shall be made or entered into which could be reasonably expected 
to be materially adverse to the interests of the Trustee, without the consent of
the Trustee. Any variation without the consent of the Trustee from the          
provisions set forth in Section 3.08 relating to insurance or priority          
requirements of Subservicing Accounts, or credits and charges to the            
Subservicing Accounts or the timing and amount of remittances by the            
Subservicers to the Servicer, are conclusively deemed to be inconsistent with   
this Agreement and therefore prohibited. The Servicer shall deliver to the      
Trustee and the Depositor copies of all Subservicing Agreements, and any        
amendments or modifications thereof, promptly upon the Servicer's execution and 
delivery of such instruments.                                                   

       (c) As part of its servicing activities hereunder, the Servicer
(except as otherwise provided in the last sentence of this paragraph), for the  
benefit of the Trustee, shall enforce the obligations of each Subservicer under 
the related Subservicing Agreement, including, without limitation, any          
obligation to make advances in respect of delinquent payments as required by a  
Subservicing Agreement. Such enforcement, including, without limitation, the    
legal prosecution of claims, termination of Subservicing Agreements, and the    
pursuit of other appropriate remedies, shall be in such form and carried out to 
such an extent and at such time as the Servicer, in its good faith business     
judgment, would require were it the owner of the related Mortgage Loans. The    
Servicer shall pay the costs of such enforcement at its own expense, and shall  
be reimbursed therefor only (i) from a general recovery resulting from such     
enforcement, to the extent, if any, that such recovery exceeds all amounts due  
in respect of the related Mortgage Loans or (ii) from a specific recovery of    
costs, expenses or attorneys' fees against the party against whom such          
enforcement is directed.                                                        

           Section 3.03 Successor Subservicers. The Servicer shall be entitled
to terminate any Subservicing Agreement and the rights and obligations of any   
Subservicer pursuant to any Subservicing Agreement in accordance with the terms 
and conditions of such Subservicing Agreement. In the event of termination of   
any Subservicer, all servicing obligations of such Subservicer shall be assumed 
simultaneously by the Servicer without any act or deed on the part of such      
Subservicer or the Servicer, and the Servicer either shall service directly the 
related Mortgage Loans or shall enter into a Subservicing Agreement with a      
successor Subservicer which qualifies under Section 3.02.                       

        Any Subservicing Agreement shall include the provision that such
agreement may be immediately terminated by the Depositor or the Trustee without 
fee, in accordance with the terms of this Agreement, in the event that the      
Servicer shall, for any reason, no longer be the Servicer (including termination
due to an Event of Default).                                                    

   Section 3.04 Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement relating to     
agreements or arrangements between the Servicer and a Subservicer or reference  
to actions taken through a Subservicer or otherwise, the Servicer shall remain  
obligated and primarily liable to the Trustee for the servicing and             
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such       
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering the Mortgage Loans. The     
Servicer shall be entitled to enter into any agreement with a Subservicer for   
indemnification of the Servicer by such Subservicer and nothing contained in    
this Agreement shall be deemed to limit or modify such indemnification.         

         Section 3.05 No Contractual Relationship between Subservicers and
the Trustee. Any Subservicing Agreement that may be entered into and any        
transactions or services relating to the Mortgage Loans involving a Subservicer 
in its capacity as such shall be deemed to be between the Subservicer and the   
Servicer alone, and the Trustee (or any successor Servicer) shall not be deemed 
a party thereto and shall have no claims, rights, obligations, duties or        
liabilities with respect to the Subservicer except as set forth in Section 3.06.
The Servicer shall be solely liable for all fees owed by it to any Subservicer, 
irrespective of whether the Servicer's compensation pursuant to this Agreement  
is sufficient to pay such fees.                                                 

            Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee. In the event the Servicer at any time shall for any reason no longer be
the Servicer (including by reason of the occurrence of an Event of Default), the
Trustee, or its designee or the successor Servicer if the successor is not the  
Trustee, shall thereupon assume all of the rights and obligations of the        
Servicer under each Subservicing Agreement that the Servicer may have entered   
into, with copies thereof provided to the Trustee or the successor Servicer if  
the successor is not the Trustee, prior to the Trustee or the successor Servicer
if the successor is not the Trustee, assuming such rights and obligations,      
unless the Trustee elects to terminate any Subservicing Agreement in accordance 
with its terms as provided in Section 3.03.                                     

        Upon such assumption, the Trustee, its designee or the successor
servicer shall be deemed, subject to Section 3.03, to have assumed all of the   
Servicer's interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to the same extent as if each Subservicing Agreement had 
been assigned to the assuming party, except that (i) the Servicer shall not     
thereby be relieved of any liability or obligations under any Subservicing      
Agreement that arose before it ceased to be the Servicer and (ii) none of the   
Depositor, the Trustee, their designees or any successor Servicer shall be      
deemed to have assumed any liability or obligation of the Servicer that arose   
before it ceased to be the Servicer.                                            

           The Servicer at its expense shall, upon request of the Trustee, its
designee or the successor Servicer deliver to the assuming party all documents  
and records relating to each Subservicing Agreement and the Mortgage Loans then 
being serviced and an accounting of amounts collected and held by or on behalf  
of it, and otherwise use its best efforts to effect the orderly and efficient   
transfer of the Subservicing Agreements to the assuming party.                  

          Section 3.07 Collection of Certain Mortgage Loan Payments. (a) The
Servicer shall make reasonable efforts to collect all payments called for under 
the terms and provisions of the Mortgage Loans and the PMI Policy, and shall, to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any applicable Insurance Policies, follow such collection     
procedures as it would follow with respect to mortgage loans comparable to the  
Mortgage Loans and held for its own account. Consistent with the foregoing and  
Accepted Servicing Practices, the Servicer may (i) waive any late payment charge
or, if applicable, any penalty interest, or (ii) extend the due dates for the   
Scheduled Payments due on a Mortgage Note for a period of not greater than 180  
days; provided, that any extension pursuant to clause (ii) above shall not      
affect the amortization schedule of any Mortgage Loan for purposes of any       
computation hereunder, except as provided below. In the event of any such       
arrangement pursuant to clause (ii) above, the Servicer shall make timely       
advances on such Mortgage Loan during such extension pursuant to Section 4.01   
and in accordance with the amortization schedule of such Mortgage Loan without  
modification thereof by reason of such arrangements, subject to Section 4.01(d) 
pursuant to which the Servicer shall not be required to make any such advances  
that are Nonrecoverable P&I Advances. Notwithstanding the foregoing, the        
Servicer may waive, in whole or in part, a Prepayment Charge only under the     
following circumstances: (i) such waiver relates to a default or a reasonably   
foreseeable default and would, in the reasonable judgment of the Servicer,      
maximize recovery of total proceeds taking into account the value of such       
Prepayment Charge and the related Mortgage Loan or (ii) such Prepayment Charge  
is not permitted to be collected by applicable law. If a Prepayment Charge is   
waived other than as permitted by the prior sentence, then the Servicer is      
required to pay the amount of such waived Prepayment Charge, for the benefit of 
the Holders of the Class P Certificates, by depositing such amount into the     
Collection Account from its own funds, without any right of reimbursement       
therefor, together with and at the time that the amount prepaid on the related  
Mortgage Loan is required to be deposited into the Collection Account; provided,
however, that the Servicer shall not have an obligation to pay the amount of any
uncollected Prepayment Charge if the failure to collect such amount is the      
direct result of inaccurate or incomplete information on the Mortgage Loan      
Schedule in effect at such time.                                                

           (b) (i) The Trustee shall establish and maintain the Excess Reserve
Fund Account, on behalf of the Class X Certificateholders, to receive any Basis 
Risk Payment and any Interest Rate Cap Payment and to secure their limited      
recourse obligation to pay to the LIBOR Certificateholders Basis Risk Carry     
Forward Amounts (prior to using any Net Swap Receipts).                         

            (ii) On each Distribution Date, the Trustee shall deposit the amount
     of any Basis Risk Payment and any Interest Rate Cap Payment for such date
into the Excess Reserve Fund Account.                               

            (c) (i) On each Distribution Date on which there exists a Basis Risk
Carry Forward Amount on any Class of Certificates, the Trustee shall (1)        
withdraw from the Distribution Account and deposit in the Excess Reserve Fund   
Account, as set forth in Section 4.02(a)(iii)(O), the lesser of (x) the Class X 
Distributable Amount (without regard to the reduction in the definition thereof 
with respect to the Basis Risk Payment or Defaulted Swap Termination Payments   
(to the extent remaining after the distributions specified in Sections          
4.02(a)(iii)(A)-(Q)) and (y) the aggregate Basis Risk Carry Forward Amounts for 
such Distribution Date and (2) withdraw from the Excess Reserve Fund Account    
amounts necessary to pay to such Class or Classes of Certificates the Basis Risk
Carry Forward Amount. Such payments shall be allocated to those Classes on a pro
rata basis based upon the amount of Basis Risk Carry Forward Amount owed to each
such Class and shall be paid in the priority set forth in Sections              
4.02(a)(iii)(P)-(Q).                                                            

          (ii) The Trustee shall account for the Excess Reserve Fund Account
     as an asset of a grantor trust under subpart E, Part I of subchapter J of
the Code and not as an asset of any REMIC created pursuant to this  
   Agreement. The beneficial owners of the Excess Reserve Fund Account are
 the Class X Certificateholders. For all federal tax purposes, amounts
  transferred by the Upper Tier REMIC to the Excess Reserve Fund Account
shall be treated as distributions by the Trustee to the Class X     
Certificateholders.                                                 

         (iii) Any Basis Risk Carry Forward Amounts paid by the Trustee to
    the LIBOR Certificateholders from the Excess Reserve Fund Account or the
    Swap Account shall be accounted for by the Trustee as amounts paid first
 to the Holders of the Class X Certificates (in respect of the Class X
Interest or the Class IO Interest, respectively) and then to the    
respective Class or Classes of LIBOR Certificates. In addition, the 
     Trustee shall account for the LIBOR Certificateholders' rights to receive
     payments of Basis Risk Carry Forward Amounts from the Excess Reserve Fund
     Account (along with payments of Basis Risk Carry Forward Amounts from the
    Swap Account) as rights in a limited recourse interest rate cap contract
written by the Class X Certificateholders in favor of the LIBOR     
Certificateholders.                                                 

           (iv) Notwithstanding any provision contained in this Agreement, the
      Trustee shall not be required to make any payments from the Excess Reserve
  Fund Account except as expressly set forth in this Section 3.07(c) and
Sections 4.02(a)(iii)(P)-(S).                                       

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

        (i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.11;                                           

     (ii) any amount deposited by the Servicer pursuant to Section
3.12(b) in connection with any losses on Permitted Investments; and 

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

          In the event that the Servicer shall remit any amount not required
to be remitted, it may at any time direct the Trustee in writing to withdraw    
such amount from the Distribution Account, any provision herein to the contrary 
notwithstanding. Such direction may be accomplished by delivering notice to the 
Trustee which describes the amounts deposited in error in the Distribution      
Account. All funds deposited in the Distribution Account shall be held by the   
Trustee in trust for the Certificateholders until disbursed in accordance with  
this Agreement or withdrawn in accordance with Section 4.02. In no event shall  
the Trustee incur liability for withdrawals from the Distribution Account at the
direction of the Servicer.                                                      

           (e) The Trustee may invest the funds in the Distribution Account in
one or more Permitted Investments in accordance with Section 3.12. The Trustee  
may withdraw from the Distribution Account any income or gain earned from the   
investment of funds deposited therein for its own benefit.                      

      (f) The Servicer shall give notice to the Trustee, each Rating
Agency and the Depositor of any proposed change of the location of the          
Collection Account not later than 30 days and not more than 45 days prior to any
change thereof.                                                                 

           (g) In order to comply with its duties under the USA Patriot Act of
2001, the Trustee shall comply with the Wells Fargo anti-money laundering       
compliance program, including, without limitation, any customer identification  
procedures.                                                                     

  Section 3.08 Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,  
the Subservicer will be required to establish and maintain one or more          
segregated accounts (collectively, the "Subservicing Account"). The Subservicing
Account shall be an Eligible Account and shall otherwise be acceptable to the   
Servicer. The Subservicer shall deposit in the clearing account (which account  
must be an Eligible Account) in which it customarily deposits payments and      
collections on mortgage loans in connection with its mortgage loan servicing    
activities on a daily basis, and in no event more than one Business Day after   
the Subservicer's receipt thereof, all proceeds of Mortgage Loans received by   
the Subservicer less its servicing compensation to the extent permitted by the  
Subservicing Agreement, and shall thereafter deposit such amounts in the        
Subservicing Account, in no event more than two Business Days after the deposit 
of such funds into the clearing account. The Subservicer shall thereafter       
deposit such proceeds in the Collection Account or remit such proceeds to the   
Servicer for deposit in the Collection Account not later than two Business Days 
after the deposit of such amounts in the Subservicing Account. For purposes of  
this Agreement, the Servicer shall be deemed to have received payments on the   
Mortgage Loans when the Subservicer receives such payments.                     

        Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) The Servicer shall enforce the obligations under each      
paid-in-full, life-of-the-loan tax service contract in effect with respect to   
each Mortgage Loan (each, a "Tax Service Contract"). Each Tax Service Contract  
shall be assigned to a successor Servicer, at the Servicer's expense in the     
event that the Servicer is terminated as Servicer of the related Mortgage Loan. 

           (b) To the extent that the services described in this paragraph (b)
are not otherwise provided pursuant to the Tax Service Contracts described in   
paragraph (a) hereof, the Servicer undertakes to perform such functions. To the 
extent the related Mortgage provides for Escrow Payments, the Servicer shall    
establish and maintain, or cause to be established and maintained, one or more  
segregated accounts (the "Escrow Accounts"), which shall be Eligible Accounts.  
The Servicer shall deposit in the clearing account (which account must be an    
Eligible Account) in which it customarily deposits payments and collections on  
mortgage loans in connection with its mortgage loan servicing activities on a   
daily basis, and in no event more than one Business Day after the Servicer's    
receipt thereof, all collections from the Mortgagors (or related advances from  
Subservicers) for the payment of taxes, assessments, hazard insurance premiums  
and comparable items for the account of the Mortgagors ("Escrow Payments")      
collected on account of the Mortgage Loans and shall thereafter deposit such    
Escrow Payments in the Escrow Accounts, in no event more than two Business Days 
after the deposit of such funds in the clearing account, for the purpose of     
effecting the payment of any such items as required under the terms of this     
Agreement. Withdrawals of amounts from an Escrow Account may be made only to (i)
effect payment of taxes, assessments, hazard insurance premiums, and comparable 
items; (ii) reimburse the Servicer (or a Subservicer to the extent provided in  
the related Subservicing Agreement) out of related collections for any advances 
made pursuant to Section 3.01 (with respect to taxes and assessments) and       
Section 3.13 (with respect to hazard insurance); (iii) refund to Mortgagors any 
sums as may be determined to be overages; (iv) pay interest, if required and as 
described below, to Mortgagors on balances in the Escrow Account; (v) clear and 
terminate the Escrow Account at the termination of the Servicer's obligations   
and responsibilities in respect of the Mortgage Loans under this Agreement; or  
(vi) recover amounts deposited in error. As part of its servicing duties, the   
Servicer or Subservicers shall pay to the Mortgagors interest on funds in Escrow
Accounts, to the extent required by law and, to the extent that interest earned 
on funds in the Escrow Accounts is insufficient, to pay such interest from its  
or their own funds, without any reimbursement therefor. To the extent that a    
Mortgage does not provide for Escrow Payments, the Servicer shall determine     
whether any such payments are made by the Mortgagor in a manner and at a time   
that avoids the loss of the Mortgaged Property due to a tax sale or the         
foreclosure of a tax lien. The Servicer assumes full responsibility for the     
payment of all such bills within such time and shall effect payments of all such
bills irrespective of the Mortgagor's faithful performance in the payment of    
same or the making of the Escrow Payments and shall make advances from its own  
funds to effect such payments; provided, however, that such advances are deemed 
to be Servicing Advances.                                                       

          Section 3.10 Collection Account. (a) On behalf of the Trustee, the
Servicer shall establish and maintain, or cause to be established and           
maintained, one or more segregated Eligible Accounts (such account or accounts, 
the "Collection Account"), held in trust for the benefit of the Trustee. On     
behalf of the Trustee, the Servicer shall deposit or cause to be deposited in   
the clearing account (which account must be an Eligible Account) in which it    
customarily deposits payments and collections on mortgage loans in connection   
with its mortgage loan servicing activities on a daily basis, and in no event   
more than one Business Day after the Servicer's receipt thereof, and shall      
thereafter deposit into the Collection Account, in no event more than two       
Business Days after the deposit of such funds into the clearing account, as and 
when received or as otherwise required hereunder, the following payments and    
collections received or made by it subsequent to the Cut-off Date (other than in
respect of principal or interest on the related Mortgage Loans due on or before 
the Cut-off Date), or payments (other than Principal Prepayments) received by it
on or prior to the Cut-off Date but allocable to a Due Period subsequent        
thereto:                                                                        

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

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

            (iii) all Insurance Proceeds and Condemnation Proceeds to the extent
      such Insurance Proceeds and Condemnation Proceeds are not to be applied to
the restoration of the related Mortgaged Property or released to the
      related Mortgagor in accordance with the express requirements of law or in
  accordance with Accepted Servicing Practices, Liquidation Proceeds and
Subsequent Recoveries;                                              

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

            (v) any amounts required to be deposited by the Servicer pursuant to
    the second paragraph of Section 3.13(a) in respect of any blanket policy
deductibles;                                                        

          (vi) all proceeds of any Mortgage Loan repurchased or purchased in
accordance with this Agreement;                                     

   (vii) all Prepayment Charges collected by the Servicer; and

        (viii) without duplication, all payments of claims under the PMI
Policy.                                                             

        The foregoing requirements for deposit in the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the   
generality of the foregoing, payments in the nature of late payment charges, NSF
fees, reconveyance fees, assumption fees and other similar fees and charges need
not be deposited by the Servicer in the Collection Account and shall, upon      
collection, belong to the Servicer as additional compensation for its servicing 
activities. In the event the Servicer shall deposit in the Collection Account   
any amount not required to be deposited therein, it may at any time withdraw    
such amount from the Collection Account, any provision herein to the contrary   
notwithstanding.                                                                

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

     Section 3.11 Withdrawals from the Collection Account. (a) The
Servicer shall, from time to time, make withdrawals from the Collection Account 
for any of the following purposes or as described in Section 4.01:              

            (i) on or prior to each Remittance Date, to remit to the Trustee (A)
the Trustee Fee with respect to such Distribution Date and (B) all  
     Available Funds in respect of the related Distribution Date together with
all amounts representing Prepayment Charges (payable to the Class P 
   Certificateholders) from the Mortgage Loans received during the related
Prepayment Period;                                                  

        (ii) to reimburse the Servicer for P&I Advances, but only to the
   extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Scheduled Payments on Mortgage Loans with
      respect to which such P&I Advances were made by the Servicer in accordance
with the provisions of Section 4.01;                                

   (iii) to pay the Servicer or any Subservicer (A) any unpaid
     Servicing Fees or (B) any unreimbursed Servicing Advances with respect to
 each Mortgage Loan, but only to the extent of any Late Collections or
  other amounts as may be collected by the Servicer from a Mortgagor, or
     otherwise received with respect to such Mortgage Loan (or the related REO
Property);                                                          

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

          (v) to pay to the Responsible Party, with respect to each Mortgage
  Loan that has previously been repurchased or replaced pursuant to this
      Agreement, all amounts received thereon subsequent to the date of purchase
or substitution, as the case may be;                                

       (vi) to reimburse the Servicer for any P&I Advance or Servicing
Advance previously made which the Servicer has determined to be a   
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in   
accordance with the provisions of Section 4.01;                     

            (vii) to pay, or to reimburse the Servicer for Servicing Advances in
respect of, expenses incurred in connection with any Mortgage Loan  
pursuant to Section 3.15;                                           

          (viii) to reimburse the Servicer, the Depositor or the Trustee for
      expenses incurred by or reimbursable to the Servicer, the Depositor or the
  Trustee, as the case may be, pursuant to Section 6.03, Section 7.02 or
Section 8.05;                                                       

          (ix) to reimburse the Servicer or the Trustee, as the case may be,
      for expenses reasonably incurred in respect of the breach or defect giving
 rise to the repurchase obligation of the Responsible Party under this
      Agreement that were included in the Repurchase Price of the Mortgage Loan,
   including any expenses arising out of the enforcement of the repurchase
      obligation, to the extent not otherwise paid pursuant to the terms hereof;

(x) to pay the PMI Insurer the PMI Insurer Fee;         

           (xi) to withdraw any amounts deposited in the Collection Account in
error;                                                              

            (xii) to clear and terminate the Collection Account upon termination
of this Agreement; and                                              

        (xiii) on or prior to each Remittance Date, to remit to the Loan
     Performance Advisor the Loan Performance Advisor Fee with respect to such
Distribution Date.                                                  

          (b) The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any         
withdrawal from the Collection Account, to the extent held by or on behalf of   
it, pursuant to subclauses (a)(ii), (iii), (v), (vi), (vii), (viii), (ix) and   
(x) above. The Servicer shall provide written notification (as set forth in     
Section 4.01(d)) to the Depositor, on or prior to the next succeeding Remittance
Date, upon making any withdrawals from the Collection Account pursuant to       
subclause (a)(vi) above.                                                        

          Section 3.12 Investment of Funds in the Collection Account, Escrow
Accounts and the Distribution Account. (a) The Servicer may invest the funds in 
the Collection Account and the Escrow Accounts (to the extent permitted by law  
and the related Mortgage Loan documents) and the Trustee may invest funds in the
Distribution Account and shall invest such funds in the Distribution Account    
(for purposes of this Section 3.12, each such Account is referred to as an      
"Investment Account"), in one or more Permitted Investments bearing interest or 
sold at a discount, and maturing, unless payable on demand, no later than the   
Business Day immediately preceding the date on which such funds are required to 
be withdrawn from such account pursuant to this Agreement; provided, however,   
that any such Permitted Investment managed by or advised by the Trustee or any  
of its Affiliates may mature, unless payable on demand, no later than the date  
on which such funds are required to be withdrawn from such account pursuant to  
this Agreement. If no investment instruction is given in a timely manner, the   
Trustee shall hold the funds in the Distribution Account uninvested. All such   
Permitted Investments shall be held to maturity, unless payable on demand. Any  
investment of funds in an Investment Account shall be made in the name of the   
Servicer or the Trustee, as applicable. The Servicer or the Trustee, as         
applicable, shall be entitled to sole possession over each such investment, and 
any certificate or other instrument evidencing any such investment shall be     
delivered directly to the Servicer or the Trustee or its agent, as applicable,  
together with any document of transfer necessary to transfer title to such      
investment to the Servicer or the Trustee or its agent, as applicable. In the   
event amounts on deposit in an Investment Account are at any time invested in a 
Permitted Investment payable on demand, the Servicer or the Trustee, as         
applicable, may:                                                                

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

    (y)   demand payment of all amounts due thereunder that such
         Permitted Investment would not constitute a Permitted
              Investment in respect of funds thereafter on deposit in an
Investment Account.                         

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

     (c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee, shall be for the     
benefit of the Trustee, and shall be subject to the Trustee's withdrawal in the 
manner set forth in Section 3.07(e). The Trustee shall deposit in the           
Distribution Account the amount of any loss of principal incurred in respect of 
any such Permitted Investment made with funds in such account immediately upon  
realization of such loss.                                                       

            (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment of 
funds held in the Escrow Account or the Collection Account, or if a default     
occurs in any other performance required under any Permitted Investment of funds
held in the Escrow Account or the Collection Account, the Servicer shall take   
such action as may be appropriate to enforce such payment or performance,       
including the institution and prosecution of appropriate proceedings.           

   Section 3.13 Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage. (a) The Servicer shall cause to be maintained  
for each Mortgage Loan fire insurance with extended coverage on the related     
Mortgaged Property in an amount which is at least equal to the least of (i) the 
outstanding principal balance of such Mortgage Loan, (ii) the amount necessary  
to fully compensate for any damage or loss to the improvements that are a part  
of such property on a replacement cost basis and (iii) the maximum insurable    
value of the improvements which are a part of such Mortgaged Property, in each  
case in an amount not less than such amount as is necessary to avoid the        
application of any coinsurance clause contained in the related hazard insurance 
policy. The Servicer shall also cause to be maintained fire insurance with      
extended coverage on each REO Property in an amount which is at least equal to  
the lesser of (i) the maximum insurable value of the improvements which are a   
part of such property and (ii) the outstanding principal balance of the related 
Mortgage Loan at the time it became an REO Property, plus accrued interest at   
the Mortgage Rate and related Servicing Advances. The Servicer will comply in   
the performance of this Agreement with all reasonable rules and requirements of 
each insurer under any such hazard policies. Any amounts to be collected by the 
Servicer under any such policies (other than amounts required to be deposited in
the Escrow Account and applied to the restoration or repair of the property     
subject to the related Mortgage or amounts to be released to the Mortgagor in   
accordance with the procedures that the Servicer would follow in servicing loans
held for its own account, subject to the terms and conditions of the related    
Mortgage and Mortgage Note) shall be deposited in the Collection Account,       
subject to withdrawal pursuant to Section 3.11. Any cost incurred by the        
Servicer in maintaining any such insurance shall not, for the purpose of        
calculating distributions to the Trustee, be added to the unpaid principal      
balance of the related Mortgage Loan, notwithstanding that the terms of such    
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor other than pursuant to  
such applicable laws and regulations as shall at any time be in force and as    
shall require such additional insurance. If the Mortgaged Property or REO       
Property is at any time in an area identified in the Federal Register by the    
Federal Emergency Management Agency as having special flood hazards and flood   
insurance has been made available, the Servicer will cause to be maintained a   
flood insurance policy in respect thereof. Such flood insurance shall be in an  
amount equal to the lesser of (i) the unpaid principal balance of the related   
Mortgage Loan and (ii) the maximum amount of such insurance available for the   
related Mortgaged Property under the national flood insurance program (assuming 
that the area in which such Mortgaged Property is located is participating in   
such program).                                                                  

          In the event that the Servicer shall obtain and maintain a blanket
policy with an insurer having a general policy rating of A:VI or better in      
Best's (or such other rating that is comparable to such rating) insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to  
have satisfied its obligations as set forth in the first two sentences of this  
Section 3.13, it being understood and agreed that such policy may contain a     
deductible clause, in which case the Servicer shall, in the event that there    
shall not have been maintained on the related Mortgaged Property or REO Property
a policy complying with the first two sentences of this Section 3.13, and there 
shall have been one or more losses which would have been covered by such policy,
deposit to the Collection Account from its own funds the amount not otherwise   
payable under the blanket policy because of such deductible clause. In          
connection with its activities as administrator and servicer of the Mortgage    
Loans, the Servicer agrees to prepare and present, on behalf of itself and the  
Trustee, claims under any such blanket policy in a timely fashion in accordance 
with the terms of such policy.                                                  

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

   Section 3.14 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. The Servicer will, to the extent it has knowledge of any conveyance 
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor    
remains or is to remain liable under the Mortgage Note and/or the Mortgage),    
exercise its rights to accelerate the maturity of such Mortgage Loan under the  
"due-on-sale" clause, if any, applicable thereto; provided, however, that the   
Servicer shall not be required to take such action if, in its sole business     
judgment, the Servicer believes it is not in the best interests of the Trust    
Fund and shall not exercise any such rights if prohibited by law from doing so. 
If the Servicer reasonably believes it is unable under applicable law to enforce
such "due-on-sale" clause or if any of the other conditions set forth in the    
proviso to the preceding sentence apply, the Servicer will enter into either (i)
an assumption and modification agreement from or with the person to whom such   
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent permitted by   
applicable state law, the Mortgagor remains liable thereon or (ii) a            
substitution agreement as provided in the succeeding sentence. The Servicer is  
also authorized to enter into a substitution of liability agreement with such   
person, pursuant to which the original Mortgagor is released from liability and 
such person is substituted as the Mortgagor and becomes liable under the        
Mortgage Note, provided, that no such substitution shall be effective unless    
such person satisfies the underwriting criteria of the Servicer and has a credit
risk rating at least equal to that of the original Mortgagor. In connection with
any assumption, modification or substitution, the Servicer shall apply such     
underwriting standards and follow such practices and procedures as shall be     
normal and usual in its general mortgage servicing activities and as it applies 
to other mortgage loans owned solely by it. The Servicer shall not take or enter
into any assumption and modification agreement, however, unless (to the extent  
practicable in the circumstances) it shall have received confirmation, in       
writing, of the continued effectiveness of any applicable hazard insurance      
policy, or a new policy meeting the requirements of this Section is obtained.   
Any fee collected by the Servicer in respect of an assumption or substitution of
liability agreement will be retained by the Servicer as additional servicing    
compensation. In connection with any such assumption, no material term of the   
Mortgage Note (including but not limited to the related Mortgage Rate and the   
amount of the Scheduled Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof. The Servicer shall notify the Trustee   
that any such substitution, modification or assumption agreement has been       
completed by forwarding to the Trustee the executed original of such            
substitution or assumption agreement, which document shall be added to the      
related Mortgage File and shall, for all purposes, be considered a part of such 
Mortgage File to the same extent as all other documents and instruments         
constituting a part thereof.                                                    

         Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a   
Mortgage Loan by operation of law or by the terms of the Mortgage Note or any   
assumption which the Servicer may be restricted by law from preventing, for any 
reason whatsoever. For purposes of this Section 3.14, the term "assumption" is  
deemed to also include a sale (of the Mortgaged Property) subject to the        
Mortgage that is not accompanied by an assumption or substitution of liability  
agreement.                                                                      

            Section 3.15 Realization upon Defaulted Mortgage Loans. The Servicer
shall use its best efforts, consistent with Accepted Servicing Practices, to    
foreclose upon or otherwise comparably convert (which may include an acquisition
of REO Property) the ownership of properties securing such of the Mortgage Loans
as come into and continue in default and as to which no satisfactory            
arrangements can be made for collection of delinquent payments pursuant to      
Section 3.07, and which are not released from this Agreement pursuant to any    
other provision hereof. The Servicer shall use reasonable efforts to realize    
upon such defaulted Mortgage Loans in such manner as will maximize the receipt  
of principal and interest by the Trustee, taking into account, among other      
things, the timing of foreclosure proceedings. The foregoing is subject to the  
provisions that the Servicer shall not be required to expend its own funds in   
connection with foreclosure or other conversion, correction of a default on a   
senior mortgage or restoration of any property unless it shall determine in its 
sole discretion (i) that such foreclosure, correction or restoration will       
increase the net Liquidation Proceeds of the related Mortgage Loan to the       
Trustee, after reimbursement to itself for such expenses and (ii) that such     
expenses will be recoverable by the Servicer through Insurance Proceeds,        
Condemnation Proceeds, Liquidation Proceeds or Subsequent Recoveries from the   
related Mortgaged Property, as contemplated in Section 3.11. The 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 related property, as contemplated in Section 3.11.             

          The proceeds of any liquidation or REO Disposition, as well as any
recovery resulting from a partial collection of Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or Subsequent Recoveries or any income from an   
REO Property, will be applied in the following order of priority: first, to     
reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
Advances, pursuant to Section 3.11 or 3.17; second, to reimburse the Servicer   
for any related unreimbursed P&I Advances, pursuant to Section 3.11; third, to  
accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest, at the
Mortgage Rate, to the date of the liquidation or REO Disposition, or to the Due 
Date prior to the Remittance Date on which such amounts are to be distributed if
not in connection with a liquidation or REO Disposition; and fourth, as a       
recovery of principal of the Mortgage Loan. If the amount of the recovery so    
allocated to interest is less than a full recovery thereof, that amount will be 
allocated as follows: first, to unpaid Servicing Fees; and second, as interest  
at the Mortgage Rate (net of the Servicing Fee Rate). The portion of the        
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the       
Servicer or any Subservicer pursuant to Section 3.11 or 3.17. The portions of   
the recovery so allocated to interest at the Mortgage Rate (net of the Servicing
Fee Rate) and to principal of the Mortgage Loan shall be applied as follows:    
first, to reimburse the Servicer or any Subservicer for any related unreimbursed
Servicing Advances in accordance with Section 3.11 or 3.17, and second, to the  
Trustee in accordance with the provisions of Section 4.02, subject to paragraph 
(g) of Section 3.17 with respect to certain excess recoveries from an REO       
Disposition.                                                                    

     Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has received actual notice of, or has actual knowledge of
the presence of, hazardous or toxic substances or wastes on the related         
Mortgaged Property, or if the Trustee otherwise requests, the Servicer shall    
cause an environmental inspection or review of such Mortgaged Property to be    
conducted by a qualified inspector. Upon completion of the inspection, the      
Servicer shall promptly provide the Trustee and the Depositor with a written    
report of the environmental inspection.                                         

           In the event (a) the environmental inspection report indicates that
the Mortgaged Property is contaminated by hazardous or toxic substances or      
wastes and (b) the Servicer proceeds with foreclosure or acceptance of a deed in
lieu of foreclosure, the 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 the Servicer, the Servicer shall be entitled to be reimbursed from    
amounts in the Collection Account pursuant to Section 3.11. In the event the    
Servicer does not proceed with foreclosure or acceptance of a deed in lieu of   
foreclosure, the Servicer shall be reimbursed from general collections for all  
Servicing Advances made with respect to the related Mortgaged Property from the 
Collection Account pursuant to Section 3.11.                                    

            Section 3.16 Release of Mortgage Files. (a) Upon the payment in full
of any Mortgage Loan, or the receipt by the Servicer of a notification that     
payment in full shall be escrowed in a manner customary for such purposes, the  
Servicer will, within five (5) Business Days of the payment in full, notify the 
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received or to be received in connection with such      
payment which are required to be deposited in the Collection Account pursuant to
Section 3.10 have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Custodial File by submitting a Request for        
Release, which Request for Release may be in an electronic format in a form     
acceptable to the Trustee, to the Trustee. Upon receipt of such certification   
and Request for Release, the Trustee shall promptly release the related         
Custodial File to the Servicer within two (2) Business Days. No expenses        
incurred in connection with any instrument of satisfaction or deed of           
reconveyance shall be chargeable to the Collection Account.                     

     (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under 
any Insurance Policy relating to the Mortgage Loans, the Trustee shall, upon    
request of the Servicer and delivery to the Trustee of a Request for Release,   
which Request for Release may be in an electronic format in a form acceptable to
the Trustee, release the related Custodial File to the Servicer, and the Trustee
shall, at the direction of the Servicer, execute such documents as shall be     
necessary to the prosecution of any such proceedings and the Servicer shall     
retain the Mortgage File in trust for the benefit of the Trustee. Such Request  
for Release shall obligate the Servicer to return each and every document       
previously requested from the Custodial File to the Trustee when the need       
therefor by the Servicer no longer exists, unless the Mortgage Loan has been    
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been 
deposited in the Collection Account or the Mortgage File or such document has   
been delivered to an attorney, or to a public trustee or other public official  
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or  
non-judicially, and the Servicer has delivered to the Trustee a certificate of a
Servicing Officer certifying as to the name and address of the Person to which  
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Upon receipt of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be        
received in connection with such liquidation that are required to be deposited  
into the Collection Account have been so deposited, or that such Mortgage Loan  
has become an REO Property, a copy of the Request for Release shall be released 
by the Trustee to the Servicer or its designee.                                 

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

         Section 3.17 Title, Conservation and Disposition of REO Property.
(a) This Section shall apply only to REO Properties acquired for the account of 
the Trustee and shall not apply to any REO Property relating to a Mortgage Loan 
which was purchased or repurchased from the Trustee pursuant to any provision   
hereof. In the event that title to any such REO Property is acquired, the deed  
or certificate of sale shall be issued to Wells Fargo Bank, National Association
(or, if applicable, the name of the successor Trustee) as Trustee for           
Securitized Asset Backed Receivables LLC 2005-FR3 Mortgage Pass-Through         
Certificates, Series 2005-FR3, or to its nominee, for the benefit of the        
Certificateholders.                                                             

         (b) The Servicer shall manage, conserve, protect and operate each
REO Property for the Trustee solely for the purpose of its prompt disposition   
and sale. The Servicer, either itself or through an agent selected by the       
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 Servicer shall attempt to 
sell the same (and may temporarily rent the same for a period not greater than  
one year, except as otherwise provided below) on such terms and conditions as   
the Servicer deems to be in the best interest of the Trustee on behalf of the   
Certificateholders. The Servicer shall notify the Trustee from time to time as  
to the status of each REO Property.                                             

         (c) The Servicer shall use its best efforts to dispose of the REO
Property as soon as possible and shall sell such REO Property in any event      
within one year after title has been taken to such REO Property, unless the     
Servicer determines, and gives an appropriate notice to the Trustee to such     
effect, that a longer period is necessary for the orderly liquidation of such   
REO Property. If a period longer than one year is permitted under the foregoing 
sentence and is necessary to sell any REO Property, the Servicer shall report   
monthly to the Trustee as to the progress being made in selling such REO        
Property.                                                                       

         (d) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall deposit such funds in the       
Collection Account.                                                             

           (e) The Servicer shall deposit net of reimbursement to the Servicer
for any related outstanding Servicing Advances and unpaid Servicing Fees        
provided in Section 3.11, or cause to be deposited in the Collection Account, in
no event later than two Business Days after the deposit of such funds into the  
clearing account, all revenues received with respect to the related REO Property
and shall withdraw therefrom funds necessary for the proper operation,          
management and maintenance of the REO Property.                                 

       (f) The Servicer, upon an REO Disposition, shall be entitled to
reimbursement for any related unreimbursed Servicing Advances as well as any    
unpaid Servicing Fees from proceeds received in connection with the REO         
Disposition, as further provided in Section 3.11.                               

           (g) Any net proceeds from an REO Disposition which are in excess of
the unpaid principal balance of the related Mortgage Loan plus all unpaid REO   
Imputed Interest thereon through the date of the REO Disposition shall be       
retained by the Servicer as additional servicing compensation.                  

          (h) The Servicer shall use its reasonable best efforts to sell, or
cause the Subservicer to sell, in accordance with Accepted Servicing Practices, 
any REO Property as soon as possible, but in no event later than the conclusion 
of the third calendar year beginning after the year of its acquisition by the   
Lower Tier REMIC unless (i) the Servicer applies for an extension of such period
from the Internal Revenue Service pursuant to the REMIC Provisions and Code     
Section 856(e)(3), in which event such REO Property shall be sold within the    
applicable extension period, or (ii) the Servicer obtains for the Trustee an    
Opinion of Counsel, addressed to the Depositor, the Trustee and the Servicer, to
the effect that the holding by the Lower Tier REMIC of such REO Property        
subsequent to such period will not result in the imposition of taxes on         
"prohibited transactions" as defined in Section 860F of the Code or cause any   
Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions or         
comparable provisions of relevant state laws at any time. The Servicer shall    
manage, conserve, protect and operate each REO Property for the Trustee solely  
for the purpose of its prompt disposition and sale in a manner which does not   
cause such REO Property to fail to qualify as "foreclosure property" within the 
meaning of Section 860G(a)(8) or result in the receipt by the Pooling Tier      
REMIC-1 of any "income from non-permitted assets" within the meaning of Section 
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which is
subject to taxation under Section 860G(a)(1) of the Code. Pursuant to its       
efforts to sell such REO Property, the Servicer shall either itself or through  
an agent selected by the Servicer protect and conserve such REO Property in the 
same manner and to such extent as is customary in the locality where such REO   
Property is located and may, incident to its conservation and protection of the 
interests of the Trustee on behalf of the Certificateholders, rent the same, or 
any part thereof, as the Servicer deems to be in the best interest of the       
Trustee on behalf of the Certificateholders for the period prior to the sale of 
such REO Property; provided, however, that any rent received or accrued with    
respect to such REO Property qualifies as "rents from real property" as defined 
in Section 856(d) of the Code.                                                  

      Section 3.18 Notification of Adjustments. With respect to each
Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Rate on   
the related Adjustment Date and shall adjust the Scheduled Payment on the       
related mortgage payment adjustment date, if applicable, in compliance with the 
requirements of applicable law and the related Mortgage and Mortgage Note. In   
the event that an Index becomes unavailable or otherwise unpublished, the       
Servicer shall select a comparable alternative index over which it has no direct
control and which is readily verifiable. The Servicer shall execute and deliver 
any and all necessary notices required under applicable law and the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Rate and Scheduled    
Payment adjustments. The Servicer shall promptly, upon written request therefor,
deliver to the Trustee such notifications and any additional applicable data    
regarding such adjustments and the methods used to calculate and implement such 
adjustments. Upon the discovery by the Servicer or the receipt of notice from   
the Trustee that the Servicer has failed to adjust a Mortgage Rate or Scheduled 
Payment in accordance with the terms of the related Mortgage Note, the Servicer 
shall deposit in the Collection Account from its own funds the amount of any    
interest loss caused as such interest loss occurs.                              

    Section 3.19 Access to Certain Documentation and Information
Regarding the Mortgage Loans. In the event the Servicer reasonably believes that
compliance with this Section will make the Mortgage Loans legal for investment  
by federally insured savings and loan associations, the Servicer shall provide, 
or cause the Subservicer to provide, to the Depositor, the Trustee, the OTS or  
the FDIC and the examiners and supervisory agents thereof, access to the        
documentation regarding the Mortgage Loans in its possession required by        
applicable regulations of the OTS. Such access shall be afforded without charge,
but only upon reasonable and prior written request and during normal business   
hours at the offices of the Servicer or, if applicable, any Subservicer. Nothing
in this Section shall derogate from the obligation of any such party to observe 
any applicable law prohibiting disclosure of information regarding the          
Mortgagors and the failure of any such party to provide access as provided in   
this Section as a result of such obligation shall not constitute a breach of    
this Section.                                                                   

      Section 3.20 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. Not later than thirty days after each      
Distribution Date, the Servicer shall forward to the Trustee a statement        
prepared by the Servicer setting forth the status of the Collection Account as  
of the close of business on the last day of the calendar month relating to such 
Distribution Date and showing, for the period covered by such statement, the    
aggregate amount of deposits into and withdrawals from the Collection Account of
each category of deposit specified in Section 3.10(a) and each category of      
withdrawal specified in Section 3.11. Such statement shall be provided          
substantially in the form of Exhibit O hereto. Copies of such statement shall be
provided by the Trustee to any Certificateholder and to any Person identified to
the Trustee as a prospective transferee of a Certificate, upon the request and  
at the expense of the requesting party, provided such statement is delivered by 
the Servicer to the Trustee.                                                    

        Section 3.21 Servicing Compensation. (a) As compensation for its
activities hereunder, the Servicer shall, with respect to each Mortgage Loan, be
entitled to retain from deposits to the Collection Account and from Liquidation 
Proceeds, Condemnation Proceeds, Insurance Proceeds, Subsequent Recoveries and  
REO Proceeds related to such Mortgage Loan, the Servicing Fee with respect to   
each Mortgage Loan (less any portion of such amounts retained by any            
Subservicer). In addition, the Servicer shall be entitled to recover unpaid     
Servicing Fees out of related Late Collections and as otherwise permitted under 
Section 3.11. The right to receive the Servicing Fee may not be transferred in  
whole or in part except in connection with the transfer of all of the Servicer's
responsibilities and obligations under this Agreement; provided, however, that  
the Servicer may pay from the Servicing Fee any amounts due to a Subservicer    
pursuant to a Subservicing Agreement entered into under Section 3.02.           

          (b) Additional servicing compensation in the form of assumption or
modification fees, late payment charges, net Prepayment Interest Excesses (to   
the extent not required to offset Prepayment Interest Shortfalls), NSF fees,    
reconveyance fees and other similar fees and charges (other than Prepayment     
Charges) shall be retained by the Servicer only to the extent such fees or      
charges are received by the Servicer. The Servicer shall also be entitled       
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, as     
additional servicing compensation, interest or other income earned on deposits  
therein. The Servicer shall also be entitled as additional servicing            
compensation, to interest or other income earned on deposits in the Escrow      
Account (to the extent permitted by law and the related Mortgage Loan documents)
in accordance with Section 3.12.                                                

          (c) The Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of  
premiums for any blanket policy insuring against hazard losses pursuant to      
Section 3.13, servicing compensation of the Subservicer to the extent not       
retained by it and the fees and expenses of independent accountants and any     
agents appointed by the Servicer), and shall not be entitled to reimbursement   
therefor from the Trust Fund except as specifically provided in Section 3.11.   

         Section 3.22 Annual Statement as to Compliance. The Servicer will
deliver or cause to be delivered to the Depositor, the Rating Agencies and the  
Trustee on or before March 15th of each calendar year, commencing in 2006, an   
Officer's Certificate stating, as to each signatory thereof, that (i) a review  
of the activities of the Servicer during the preceding calendar year and of     
performance under this Agreement or a similar agreement has been made under such
officers' supervision, and (ii) to the best of such officers' knowledge, based  
on such review, the Servicer has fulfilled all of its obligations under this    
Agreement throughout such year, or, if there has been a default in the          
fulfillment of any such obligation, specifying each such default known to such  
officers and the nature and status thereof.                                     

     Section 3.23 Annual Independent Public Accountants' Servicing
Statement; Financial Statements. Not later than March 15th of each calendar year
commencing in 2006, the Servicer, at its expense, shall cause a nationally      
recognized firm of independent certified public accountants to furnish to the   
Depositor, the Servicer, the Rating Agencies and the Trustee a report stating   
that (i) it has obtained a letter of representation regarding certain matters   
from the management of the Servicer which includes an assertion that the        
Servicer has complied with certain minimum residential mortgage loan servicing  
standards, identified in the Uniform Single Attestation Program for Mortgage    
Bankers established by the Mortgage Bankers Association of America, with respect
to the servicing of residential mortgage loans during the most recently         
completed calendar year and (ii) on the basis of an examination conducted by    
such firm in accordance with standards established by the American Institute of 
Certified Public Accountants, such representation is fairly stated in all       
material respects, subject to such exceptions and other qualifications that may 
be appropriate. In rendering its report such firm may rely, as to matters       
relating to the direct servicing of residential mortgage loans by Subservicers, 
upon comparable reports of firms of independent certified public accountants    
rendered on the basis of examinations conducted in accordance with the same     
standards (rendered within one year of such report) with respect to those       
Subservicers.                                                                   

       Section 3.24 Trustee to Act as Servicer. (a) Subject to Section
7.02, in the event that the Servicer shall for any reason no longer be the      
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 the   
Servicer hereunder arising thereafter, except that the Trustee shall not be (i) 
liable for losses of the predecessor Servicer pursuant to Section 3.10 or any   
acts or omissions of the predecessor Servicer hereunder, (ii) obligated to      
effectuate repurchases or substitutions of Mortgage Loans hereunder, including  
but not limited to repurchases or substitutions pursuant to Section 2.03, (iii) 
responsible for expenses of the predecessor Servicer pursuant to Section 2.03 or
(iv) deemed to have made any representations and warranties of the Servicer     
hereunder. Any such assumption shall be subject to Section 7.02.                

           (b) Every Subservicing Agreement entered into by the Servicer shall
contain a provision giving the successor Servicer the option to terminate such  
agreement in the event a successor Servicer is appointed.                       

          (c) If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee (or any other        
successor Servicer) may, at its option, succeed to any rights and obligations of
the Servicer under any Subservicing Agreement in accordance with the terms      
thereof; provided, that the Trustee (or any other successor Servicer) shall not 
incur any liability or have any obligations in its capacity as successor        
Servicer under a Subservicing Agreement arising prior to the date of such       
succession unless it expressly elects to succeed to the rights and obligations  
of the Servicer thereunder; and the Servicer shall not thereby be relieved of   
any liability or obligations under the Subservicing Agreement arising prior to  
the date of such succession.                                                    

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

           Section 3.25 Compensating Interest. The Servicer shall remit to the
Trustee on each Remittance Date an amount from its own funds equal to the       
Compensating Interest payable by the Servicer for the related Distribution Date.

       Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act. (a) With
respect to each Mortgage Loan, the Servicer agrees to fully furnish, in         
accordance with the Fair Credit Reporting Act and its implementing regulations, 
accurate and complete information (e.g., favorable and unfavorable) on the      
primary borrower of such Mortgage Loan to Equifax, Experian and TransUnion      
Credit Information Company (three of the credit repositories) on a monthly      
basis.                                                                          

            (b) The Servicer shall comply with Title V of the Gramm-Leach-Bliley
Act of 1999 and all applicable regulations promulgated thereunder, relating to  
the Mortgage Loans and the related borrowers and shall provide all required     
notices thereunder.                                                             

Section 3.27 PMI Policy; Claims Under the PMI Policy.   
Notwithstanding anything to the contrary elsewhere in this Agreement, the       
Servicer shall not agree to any modification or assumption of a PMI Mortgage    
Loan or take any other action with respect to a PMI Mortgage Loan that could    
result in a limitation, qualification or denial of coverage under the PMI Policy
with respect to any PMI Mortgage Loan. The Servicer shall not agree to any      
modification of a PMI Mortgage Loan without the PMI Insurer's prior written     
consent. The Servicer covenants and agrees to exercise its best reasonable      
efforts to maintain and keep the PMI Policy in full force and effect throughout 
the term of this Agreement. In the performance of its duties hereunder, the     
Servicer shall comply with the terms of the PMI Policy. The Servicer shall      
notify the PMI Insurer that the Trustee, on behalf of the Certificateholders, is
the "Insured", as that term is defined in the PMI Policy, of each PMI Mortgage  
Loan. The Servicer shall, on behalf of the Trustee, prepare and file on a timely
basis with the PMI Insurer, with a copy to the Trustee, all claims which may be 
made under the PMI Policy with respect to the related PMI Mortgage Loans.       
Consistent with all rights and obligations hereunder, the Servicer shall take   
all actions required under the PMI Policy as a condition to the payment of any  
such claim. Any amount received from the PMI Insurer with respect to any such   
PMI Mortgage Loan shall be deposited by the Servicer, no later than two Business
Days following receipt thereof, into the Collection Account. On each            
Distribution Date, prior to distributions being made on the Certificates in     
accordance with the priorities set forth in Section 4.02, the Servicer shall    
withdraw from the Collection Account and remit to the PMI Insurer (i) on or     
prior to 12:00 PM (EST), the PMI Insurer Fee due on such Distribution Date and  
(ii) promptly when due, any other amount owed to the PMI Insurer under the PMI  
Policy or this Agreement.                                                       

         With respect to any PMI Mortgage Loan insured by the PMI Insurer,
coverage with respect thereto shall be terminated in accordance with the PMI    
Policy on the first date upon which termination is permitted pursuant to the    
terms of the PMI Policy.                                                        

           Section 3.28 Transfer of Servicing for the Mortgage Loans. Prior to
the Servicing Transfer Date, the Responsible Party shall have complied with each
of the servicing transfer requirements set forth in the Interim Servicing       
Agreement. The Servicer shall not be liable for any acts or omissions on the    
part of the Responsible Party or any prior servicer or third party which        
occurred prior to the Servicing Transfer Date.                                  

ARTICLE IV

 DISTRIBUTIONS AND
ADVANCES BY THE SERVICER

           Section 4.01 Advances. (a) The amount of P&I Advances to be made by
the Servicer for any Remittance Date shall equal, subject to Section 4.01(c),   
the sum of (i) the aggregate amount of Scheduled Payments (with each interest   
portion thereof net of the related Servicing Fee), due during the Due Period    
immediately preceding such Remittance Date in respect of the Mortgage Loans,    
which Scheduled Payments were not received as of the close of business on the   
related Determination Date, plus (ii) with respect to each REO Property, which  
REO Property was acquired during or prior to the related Prepayment Period and  
as to which such REO Property an REO Disposition did not occur during the       
related Prepayment Period, an amount equal to the excess, if any, of the        
Scheduled Payments (with each interest portion thereof net of the related       
Servicing Fee) that would have been due on the related Due Date in respect of   
the related Mortgage Loans, over the net income from such REO Property          
transferred to the Collection Account for distribution on such Remittance Date. 

            (b) On each Remittance Date, the Servicer shall remit in immediately
available funds to the Trustee an amount equal to the aggregate amount of P&I   
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
for the related Remittance Date either (i) from its own funds or (ii) from the  
Collection Account, to the extent of funds held therein for future distribution 
(in which case, it will cause to be made an appropriate entry in the records of 
Collection Account that Amounts Held for Future Distribution have been, as      
permitted by this Section 4.01, used by the Servicer in discharge of any such   
P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
the total amount of P&I Advances to be made by the Servicer with respect to the 
Mortgage Loans and REO Properties. Any Amounts Held for Future Distribution and 
so used shall be appropriately reflected in the Servicer's records and replaced 
by the Servicer by deposit in the Collection Account on or before any future    
Remittance Date to the extent required.                                         

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

           (d) Notwithstanding anything herein to the contrary, no P&I Advance
or Servicing Advance shall be required to be made hereunder by the Servicer if  
such P&I Advance or Servicing Advance would, if made, constitute a              
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The             
determination by the Servicer that it has made a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing  
Advance, if made, would constitute a Nonrecoverable P&I Advance or a            
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an        
Officer's Certificate of the Servicer delivered to the Trustee.                 

      (e) Except as otherwise provided herein, the Servicer shall be
entitled to reimbursement pursuant to Section 3.11 for Servicing Advances from  
recoveries from the related Mortgagor or from all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds, Condemnation Proceeds and 
Subsequent Recoveries) with respect to the related Mortgage Loan.               

         Section 4.02 Priorities of Distribution. (a) On each Distribution
Date, the Trustee will make the disbursements and transfers from amounts then on
deposit in the Distribution Account in the following order of priority and to   
the extent of the Available Funds remaining:                                    

         (i) to the holders of each Class of LIBOR Certificates and to the
Swap Account in the following order of priority:                    

                 (A) to the Swap Account, the sum of (x) all Net Swap Payments
            and (y) any Swap Termination Payment owed to the Swap Provider other
than a Defaulted Swap Termination Payment;              

                  (B) from the Interest Remittance Amounts for both Loan Groups,
            to the Class A-1A, Class A-1B, Class A-2A, Class A-2B and Class A-2C
           Certificates, the related Accrued Certificate Interest Distribution
         Amount and Unpaid Interest Amounts for such Distribution Date, in
          each case pursuant to the allocation set forth in clauses (iv) and
(v) of this Section 4.02(a);                            

              (C) from any remaining Interest Remittance Amounts, to the
Class M-1 Certificates, the Accrued Certificate Interest
     Distribution Amount for such Class on such Distribution Date;

              (D) from any remaining Interest Remittance Amounts, to the
Class M-2 Certificates, the Accrued Certificate Interest
     Distribution Amount for such Class on such Distribution Date;

              (E) from any remaining Interest Remittance Amounts, to the
Class M-3 Certificates, the Accrued Certificate Interest
     Distribution Amount for such Class on such Distribution Date;

              (F) from any remaining Interest Remittance Amounts, to the
Class B-1 Certificates, the Accrued Certificate Interest
     Distribution Amount for such Class on such Distribution Date;

              (G) from any remaining Interest Remittance Amounts, to the
Class B-2 Certificates, the Accrued Certificate Interest
     Distribution Amount for such Class on such Distribution Date;

              (H) from any remaining Interest Remittance Amounts, to the
Class B-3 Certificates, the Accrued Certificate Interest
         Distribution Amount for such Class on such Distribution Date; and

              (I) from any remaining Interest Remittance Amounts, to the
Class B-4 Certificates, the Accrued Certificate Interest
     Distribution Amount for such Class on such Distribution Date;

          (ii) (A) on each Distribution Date (1) before the Stepdown Date or
     (2) with respect to which a Trigger Event is in effect, to the holders of
the related Class or Classes of LIBOR Certificates then entitled to 
    distributions of principal as set forth below, from amounts remaining on
      deposit in the Distribution Account after making distributions pursuant to
     clause (i) above, an amount equal to the Principal Distribution Amount in
the following order of priority:                                    

                 (a) to the Class A-1A, Class A-1B, Class A-2A, Class A-2B and
           Class A-2C Certificates, allocated as described in Section 4.02(c),
           until the respective Class Certificate Balances thereof are reduced
to zero; and                                            

                  (b) sequentially to the Class M-1, Class M-2, Class M-3, Class
            B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order,
            until the respective Class Certificate Balances are reduced to zero;

               (B) on each Distribution Date (1) on and after the Stepdown
        Date and (2) as long as a Trigger Event is not in effect, to the
          holders of the related Class or Classes of LIBOR Certificates then
        entitled to distribution of principal, from amounts remaining on
      deposit in the Distribution Account after making distributions
           pursuant to clause (i) above, an amount equal to, in the aggregate,
            the Principal Distribution Amount in the following amounts and order
of priority:                                            

          (a) to the Class A Certificates, the lesser of (x) the
   Principal Distribution Amount and (y) the Class A Principal
       Distribution Amount, allocated as described in Section 4.02(c),
           until the respective Class Certificate Balances thereof are reduced
to zero;                                                

            (b) to the Class M-1 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
          distributed to the Class A Certificateholders in clause (ii)(B)(a)
            above and (y) the Class M-1 Principal Distribution Amount, until the
   Class Certificate Balance thereof has been reduced to zero;

            (c) to the Class M-2 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
          distributed to the Class A Certificateholders in clause (ii)(B)(a)
          above and to the Class M-1 Certificates in clause (ii)(B)(b) above
            and (y) the Class M-2 Principal Distribution Amount, until the Class
Certificate Balance thereof has been reduced to zero;   

            (d) to the Class M-3 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
          distributed to the Class A Certificateholders in clause (ii)(B)(a)
           above, to the Class M-1 Certificates in clause (ii)(B)(b) above and
            to the Class M-2 Certificates in clause (ii)(B)(c) above and (y) the
            Class M-3 Principal Distribution Amount, until the Class Certificate
Balance thereof has been reduced to zero;               

            (e) to the Class B-1 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
          distributed to the Class A Certificateholders in clause (ii)(B)(a)
           above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to
        the Class M-2 Certificates in clause (ii)(B)(c) above and to the
           Class M-3 Certificates in clause (ii)(B)(d) above and (y) the Class
      B-1 Principal Distribution Amount, until the Class Certificate
Balance thereof has been reduced to zero;               

            (f) to the Class B-2 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
          distributed to the Class A Certificateholders in clause (ii)(B)(a)
           above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to
           the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class
        M-3 Certificates in clause (ii)(B)(d) above and to the Class B-1
     Certificates in clause (ii)(B)(e) above and (y) the Class B-2
          Principal Distribution Amount, until the Class Certificate Balance
thereof has been reduced to zero;                       

            (g) to the Class B-3 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
          distributed to the Class A Certificateholders in clause (ii)(B)(a)
           above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to
           the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class
     M-3 Certificates in clause (ii)(B)(d) above, to the Class B-1
    Certificates in clause (ii)(B)(e) above and to the Class B-2
     Certificates in clause (ii)(B)(f) above and (y) the Class B-3
          Principal Distribution Amount, until the Class Certificate Balance
thereof has been reduced to zero; and                   

            (h) to the Class B-4 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
          distributed to the Class A Certificateholders in clause (ii)(B)(a)
           above, to the Class M-1 Certificates in clause (ii)(B)(b) above, to
           the Class M-2 Certificates in clause (ii)(B)(c) above, to the Class
     M-3 Certificates in clause (ii)(B)(d) above, to the Class B-1
 Certificates in clause (ii)(B)(e) above, to the Class B-2
    Certificates in clause (ii)(B)(f) above and to the Class B-3
     Certificates in clause (ii)(B)(g) above and (y) the Class B-4
          Principal Distribution Amount, until the Class Certificate Balance
thereof has been reduced to zero;                       

         (iii) any amount remaining after the distributions in clauses (i)
 and (ii) above, plus as specifically indicated below, from amounts on
   deposit in the Excess Reserve Fund Account, shall be distributed in the
following order of priority:                                        

                (A) to the holders of the Class M-1 Certificates, any Unpaid
Interest Amount for such Class;                         

                (B) to the holders of the Class M-1 Certificates, any Unpaid
Realized Loss Amount for such Class;                    

                (C) to the holders of the Class M-2 Certificates, any Unpaid
Interest Amount for such Class;                         

                (D) to the holders of the Class M-2 Certificates, any Unpaid
Realized Loss Amount for such Class;                    

                (E) to the holders of the Class M-3 Certificates, any Unpaid
Interest Amount for such Class;                         

                (F) to the holders of the Class M-3 Certificates, any Unpaid
Realized Loss Amount for such Class;                    

                (G) to the holders of the Class B-1 Certificates, any Unpaid
Interest Amount for such Class;                         

                (H) to the holders of the Class B-1 Certificates, any Unpaid
Realized Loss Amount for such Class;                    

                (I) to the holders of the Class B-2 Certificates, any Unpaid
Interest Amount for such Class;                         

                (J) to the holders of the Class B-2 Certificates, any Unpaid
Realized Loss Amount for such Class;                    

                (K) to the holders of the Class B-3 Certificates, any Unpaid
Interest Amount for such Class;                         

                (L) to the holders of the Class B-3 Certificates, any Unpaid
Realized Loss Amount for such Class;                    

                (M) to the holders of the Class B-4 Certificates, any Unpaid
Interest Amount for such Class;                         

                (N) to the holders of the Class B-4 Certificates, any Unpaid
Realized Loss Amount for such Class;                    

             (O) to the Excess Reserve Fund Account, the amount of any
Basis Risk Payment for such Distribution Date;          

                  (P) concurrently, (i) from any Interest Rate Cap Payments with
     respect to the Class M Cap Agreement on deposit in the Excess
       Reserve Fund Account with respect to such Distribution Date, an
       amount equal to any unpaid Basis Risk Carry Forward Amount with
         respect to the Class M Certificates for such Distribution Date to
          the Class M Certificates, allocated (a) first, among the Class M-1
            Certificates, Class M-2 Certificates and Class M-3 Certificates, pro
          rata, based upon their respective Class Certificate Balances (only
            with respect to those Class M Certificates with an outstanding Basis
           Risk Carry Forward Amount) and (b) second, any remaining amounts to
        the Class M-1 Certificates, Class M-2 Certificates and Class M-3
          Certificates, pro rata, based on any such Basis Risk Carry Forward
            Amounts remaining unpaid, to reimburse such Basis Risk Carry Forward
     Amounts remaining unpaid, and (ii) from any Interest Rate Cap
            Payments with respect to the Class B Cap Agreement on deposit in the
           Excess Reserve Fund Account with respect to such Distribution Date,
          an amount equal to any unpaid Basis Risk Carry Forward Amount with
         respect to the Class B Certificates for such Distribution Date to
          the Class B Certificates, allocated (a) first, among the Class B-1
        Certificates, Class B-2 Certificates, Class B-3 Certificates and
           Class B-4 Certificates, pro rata, based upon their respective Class
Certificate Balances (only with respect to those Class B
         Certificates with an outstanding Basis Risk Carry Forward Amount)
            and (b) second, any remaining amounts to the Class B-1 Certificates,
    Class B-2 Certificates, Class B-3 Certificates and Class B-4
          Certificates, pro rata, based on any such Basis Risk Carry Forward
            Amounts remaining unpaid, to reimburse such Basis Risk Carry Forward
Amounts remaining unpaid;                               

                (Q) from funds on deposit in the Excess Reserve Fund Account
      (not including any Interest Rate Cap Payments included in such
           account) with respect to such Distribution Date, an amount equal to
            any remaining unpaid Basis Risk Carry Forward Amount with respect to
     any LIBOR Certificate for such Distribution Date to the LIBOR
        Certificates in the same order and priority in which the Accrued
        Certificate Interest Distribution Amount is allocated among such
           Classes of Certificates, except that the Class A Certificates shall
        be paid (a) first, among the Class A-1A Certificates, Class A-1B
          Certificates, Class A-2A Certificates, Class A-2B Certificates and
            Class A-2C Certificates, pro rata, based upon their respective Class
Certificate Balances (only with respect to those Class A
         Certificates with an outstanding Basis Risk Carry Forward Amount)
and (b) second, any remaining amounts to the Class A-1A 
       Certificates, Class A-1B Certificates, Class A-2A Certificates,
            Class A-2B Certificates and Class A-2C Certificates, pro rata, based
      on any such Basis Risk Carry Forward Amounts remaining unpaid;

             (R) to the Swap Account, the amount of any Defaulted Swap
Termination Payment owed to the Swap Provider;          

                 (S) to the holders of the Class X Certificates, the remainder
       of the Class X Distributable Amount not distributed pursuant to
        Sections 4.02(a)(iii)(A)-(Q) and any remaining Interest Rate Cap
Payments in the Excess Reserve Fund Account; and        

                 (T) to the holders of the Class R Certificates, any remaining
amount;                                                 

         (iv) solely for purposes of interest allocation calculations, the
      Interest Remittance Amounts attributable to Group I Mortgage Loans will be
allocated:                                                          

             (a) first, concurrently, to the Class A-1A and Class A-1B
     Certificates, pro rata (based on the amounts distributable or
            payable under Section 4.02(a)(i)(A) to the Class A-1A and Class A-1B
           Certificates), the Accrued Certificate Interest Distribution Amount
    and Unpaid Interest Amount for the Class A-1A and Class A-1B
Certificates, respectively; and                         

               (b) second, concurrently, to the Class A-2A, Class A-2B and
Class A-2C Certificates, pro rata (based on the amounts 
         distributable or payable under Section 4.02(a)(i)(A) to the Class
  A-2A, Class A-2B and Class A-2C Certificates), the Accrued
           Certificate Interest Distribution Amount and Unpaid Interest Amount
   for the Class A-2A, Class A-2B and Class A-2C Certificates,
respectively; and                                       

        (v) solely for purposes of interest allocation calculations, the
    Interest Remittance Amounts attributable to Group II Mortgage Loans will
be allocated:                                                       

              (a) first, concurrently, to the Class A-2A, Class A-2B and
Class A-2C Certificates, pro rata (based on the amounts 
         distributable or payable under Section 4.02(a)(i)(A) to the Class
  A-2A, Class A-2B and Class A-2C Certificates), the Accrued
           Certificate Interest Distribution Amount and Unpaid Interest Amount
   for the Class A-2A, Class A-2B and Class A-2C Certificates,
respectively; and                                       

              (b) second, concurrently, to the Class A-1A and Class A-1B
     Certificates, pro rata (based on the amounts distributable or
            payable under Section 4.02(a)(i)(A) to the Class A-1A and Class A-1B
           Certificates), the Accrued Certificate Interest Distribution Amount
    and Unpaid Interest Amount for the Class A-1A and Class A-1B
Certificates, respectively; and                         

            If on any Distribution Date, as a result of the foregoing allocation
rules, any Class of Class A Certificates does not receive in full the related   
Accrued Certificate Interest Distribution Amount or the related Unpaid Interest 
Amounts, if any, then that unpaid amount will be recoverable by the holders of  
that class, with interest thereon, on future Distribution Dates, as Unpaid      
Interest Amounts, subject to the priorities described above.                    

        (b) On each Distribution Date, prior to any distributions on any
other Class of Certificates, all amounts representing Prepayment Charges from   
the Mortgage Loans received during the related Prepayment Period shall be       
distributed by the Trustee to the holders of the Class P Certificates.          

     (c) All principal distributions to the holders of the Class A
Certificates on any Distribution Date shall be allocated concurrently between   
the Group I Class A Certificates, on the one hand, and the Group II Class A     
Certificates, on the other hand, based on the Class A Principal Allocation      
Percentage for the Group I Class A Certificates and the Group II Class A        
Certificates, as applicable, for such Distribution Date; provided, however,     
that, if the Class Certificate Balances of the Class A Certificates in either   
Class A Certificate Group are reduced to zero, then the remaining amount of     
principal distributions distributable to the Class A Certificates on such       
Distribution Date, and the amount of such principal distributions distributable 
on all subsequent Distribution Dates, shall be distributed to the holders of the
Class A Certificates in the other Class A Certificate Group remaining           
outstanding, in accordance with the principal distribution allocations described
in this Section 4.02(c), until their Class Certificate Balances have been       
reduced to zero. Any distributions of principal to the Group I Class A          
Certificates shall be made first from Available Funds relating to the Group I   
Mortgage Loans, and any distributions of principal to the Group II Class A      
Certificates shall be made first from Available Funds relating to the Group II  
Mortgage Loans.                                                                 

            Any principal allocated to the Group I Class A Certificates shall be
distributed pro rata (based on their respective Class Certificate Balances);    
provided, however, that if a Group I Sequential Trigger Event is in effect, any 
principal distributions allocated to the Group I Class A Certificates shall be  
distributed first to the Class A-1A Certificates, until their Class Certificate 
Balance has been reduced to zero and then to the Class A-1B Certificates, until 
their Class Certificate Balance has been reduced to zero.                       

          Any principal allocated to the Group II Class A Certificates shall
be distributed first to the Class A-2A Certificates, until their Class          
Certificate Balance has been reduced to zero, then to the Class A-2B            
Certificates, until their Class Certificate Balance has been reduced to zero,   
and then to the Class A-2C Certificates, until their Class Certificate Balance  
has been reduced to zero; provided, however, that on and after the Distribution 
Date on which the aggregate Class Certificate Balances of the Subordinated      
Certificates and principal balance of the Class X Certificates have been reduced
to zero, any principal distributions allocated to the Group II Class A          
Certificates shall be allocated pro rata among the Classes of Group II Class A  
Certificates, based on their respective Class Certificate Balances, and         
distributed concurrently to the Class A-2A, Class A-2B and Class A-2C           
Certificates; provided, further, that if a Class A-2A Turbo Trigger Event is    
also in effect, principal distributions to the Group II Class A Certificates    
shall be distributed first to the Class A-2A Certificates, until their Class    
Certificate Balance has been reduced to zero and then pro rata between the Class
A-2B and Class A-2C Certificates, until their respective Class Certificate      
Balances have been reduced to zero.                                             

       (d) On any Distribution Date, any Relief Act Shortfalls and Net
Prepayment Interest Shortfalls for such Distribution Date shall be allocated by 
the Trustee as a reduction in the following order:                              

    (1)  First, to the amount of interest payable to the Class X
Certificates; and                                                               

        (2)  Second, pro rata, as a reduction of the Accrued Certificate
Interest Distribution Amount for the Class A, Class M and Class B Certificates, 
based on the amount of interest to which such Classes would otherwise be        
entitled.                                                                       

            Section 4.03 Monthly Statements to Certificateholders. (a) Not later
than each Distribution Date, the Trustee shall make available to each           
Certificateholder, the Servicer, the Depositor and each Rating Agency a         
statement, based on information provided by the Servicer, setting forth with    
respect to the related distribution:                                            

 (i) the amount thereof allocable to principal, separately
      identifying the aggregate amount of any Principal Prepayments, Liquidation
Proceeds and Subsequent Recoveries;                                 

          (ii) the amount thereof allocable to interest, any Unpaid Interest
   Amounts included in such distribution and any remaining Unpaid Interest
  Amounts after giving effect to such distribution, any Basis Risk Carry
      Forward Amount for such Distribution Date and the amount of all Basis Risk
    Carry Forward Amount covered by withdrawals from the Excess Reserve Fund
Account on such Distribution Date;                                  

 (iii) 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, including any Basis Risk Carry Forward Amount not covered by
amounts in the Excess Reserve Fund Account or the Swap Agreement;   

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

            (v) the Pool Stated Principal Balance for the following Distribution
Date;                                                               

            (vi) the amount of the Expense Fees (in the aggregate and separately
     stated) paid to or retained by the Servicer or Subservicer or the Trustee
     (with respect to the Subservicers, in the aggregate) with respect to such
Distribution Date;                                                  

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

         (viii) the amount of P&I Advances included in the distribution on
    such Distribution Date and the aggregate amount of P&I Advances reported
by the Servicer as outstanding as of the close of business on the   
Determination Date immediately preceding such Distribution Date;    

       (ix) the number and aggregate outstanding principal balances of
    Mortgage Loans (1) as to which the Scheduled Payment is delinquent 31 to
60 days, 61 to 90 days and 91 or more days, (2) that have become REO
    Property, (3) that are in foreclosure and (4) that are in bankruptcy, in
 each case as of the close of business on the last Business Day of the
immediately preceding month;                                        

         (x) 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;

      (xi) with respect to Mortgage Loans that became REO Properties
    during the preceding calendar month, the number and the aggregate Stated
   Principal Balance of such Mortgage Loans as of the close of business on
   the Determination Date preceding such Distribution Date and the date of
acquisition thereof;                                                

         (xii) the total number and aggregate principal balance of any REO
      Properties (and market value, upon request) as of the close of business on
the Determination Date preceding such Distribution Date;            

     (xiii) whether a Trigger Event has occurred and is continuing
    (including the calculation thereof and the aggregate outstanding balance
of all 60+ Day Delinquent Mortgage Loans);                          

      (xiv) the amount on deposit in the Excess Reserve Fund Account
(after giving effect to distributions on such Distribution Date);   

     (xv) in the aggregate and for each Class of Certificates, the
 aggregate amount of Applied Realized Loss Amounts incurred during the
preceding calendar month and aggregate Applied Realized Loss Amounts
through such Distribution Date;                                     

    (xvi) the amount of any Net Monthly Excess Cash Flow on such
  Distribution Date and the allocation thereof to the Certificateholders
      with respect to Applied Realized Loss Amounts and Unpaid Interest Amounts;

         (xvii) the Subordinated Amount and Specified Subordinated Amount;

(xviii) Prepayment Charges collected by the Servicer;   

         (xix) the Interest Rate Cap Payments (stated separately), if any,
for such Distribution Date;                                         

(xx) the Cumulative Loss Percentage;                    

          (xxi) the amount of any Net Swap Payments, Net Swap Receipts, Swap
Termination Payments or Defaulted Swap Termination Payments; and    

(xxii) the calculations of LIBOR and Swap LIBOR.        

          (b) The Trustee's responsibility for providing the above statement
to the Certificateholders, each Rating Agency, the Servicer and the Depositor is
limited to the availability, timeliness and accuracy of the information derived 
from the Servicer. The Trustee will provide the above statement via the         
Trustee's internet website. The Trustee's website will initially be located at  
https://www.ctslink.com and assistance in using the website can be obtained by  
calling the Trustee's customer service desk at (301) 815-6600. Parties that are 
unable to use the above distribution method are entitled to have a paper copy   
mailed to them via first class mail by calling the customer service desk and    
indicating such. The Trustee shall have the right to change the manner in which 
the above statement is distributed in order to make such distribution more      
convenient and/or more accessible, and the Trustee shall provide timely and     
adequate notification to the Certificateholders and the parties hereto regarding
any such changes. A paper copy of the statement will also be made available upon
request.                                                                        

    (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing   
the information set forth in clauses (a)(i), (a)(ii) and (a)(vi) of this Section
4.03 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 have previously been provided by the Trustee pursuant to any  
requirements of the Code as from time to time in effect.                        

      (d) Not later than the third Business Day after the end of the
Prepayment Period, the Servicer shall furnish to the Trustee a monthly          
remittance advice statement (in a format mutually agreed upon by the Servicer   
and the Trustee) containing such information as shall be reasonably requested by
the Trustee to enable the Trustee to provide the reports required by Section    
4.03(a) as to the accompanying remittance and the period ending on the close of 
business on the last Business Day of the immediately preceding month (the       
"Servicer Remittance Report").                                                  

    The Servicer shall furnish to the Trustee an individual loan
accounting report, as of the related Determination Date, to document Mortgage   
Loan payment activity on an individual Mortgage Loan basis. With respect to each
month, the corresponding individual loan accounting report (in electronic       
format) shall be received by the Trustee no later than the third Business Day   
after the end of the related Prepayment Period, which report shall contain      
(without limitation) the following:                                             

      (i) with respect to each Scheduled Payment, the amount of such
    remittance allocable to principal (including a separate breakdown of any
Principal Prepayment, including the date of such prepayment, and any
     Prepayment Charges, along with a detailed report of interest on principal
prepayment amounts remitted in accordance with Section 3.25);       

       (ii) with respect to each Scheduled Payment, the amount of such
remittance allocable to interest;                                   

           (iii) the amount of servicing compensation received by the Servicer
during the current distribution period;                             

         (iv) the individual and aggregate Stated Principal Balance of the
Mortgage Loans;                                                     

           (v) the aggregate of any expenses reimbursed to the Servicer during
the current distribution period pursuant to Section 3.11; and       

       (vi) the number and aggregate outstanding principal balances of
      Mortgage Loans (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days, (3) 91
  days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired.                               

            Section 4.04 Certain Matters Relating to the Determination of LIBOR.
LIBOR shall be calculated by the Trustee in accordance with the definition of   
LIBOR. Until all of the LIBOR Certificates are paid in full, the Trustee will at
all times retain at least four Reference Banks for the purpose of determining   
LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall
designate the Reference Banks (after consultation with the Depositor). Each     
"Reference Bank" shall be a leading bank engaged in transactions in Eurodollar  
deposits in the international Eurocurrency market, shall not control, be        
controlled by, or be under common control with, the Trustee and shall have an   
established place of business in London. If any such Reference Bank should be   
unwilling or unable to act as such or if the Trustee should terminate its       
appointment as Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank (after consultation with the Depositor). The   
Trustee shall have no liability or responsibility to any Person for (i) the     
selection of any Reference Bank for purposes of determining LIBOR or (ii) any   
inability to retain at least four Reference Banks which is caused by            
circumstances beyond its reasonable control.                                    

          (i) The Pass-Through Rate for each Class of LIBOR Certificates for
   each Interest Accrual Period shall be determined by the Trustee on each
      LIBOR Determination Date so long as the LIBOR Certificates are outstanding
    on the basis of LIBOR and the respective formulae appearing in footnotes
corresponding to the LIBOR Certificates in the table relating to the
     Certificates in the Preliminary Statement. The Trustee shall not have any
    liability or responsibility to any Person for its inability, following a
 good-faith reasonable effort, to obtain quotations from the Reference
      Banks or to determine the arithmetic mean referred to in the definition of
 LIBOR, all as provided for in this Section 4.04 and the definition of
      LIBOR. The establishment of LIBOR and each Pass-Through Rate for the LIBOR
   Certificates by the Trustee shall (in the absence of manifest error) be
   final, conclusive and binding upon each Holder of a Certificate and the
Trustee.                                                            

     Section 4.05 Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts will be allocated by the Trustee to the most      
junior Class of Subordinated Certificates then outstanding in reduction of the  
Class Certificate Balance thereof.                                              

         Section 4.06 Swap Account. On the Closing Date, the Trustee shall
establish and maintain in its name, a separate non-interest bearing trust       
account for the benefit of the holders of the LIBOR Certificates (the "Swap     
Account") as a part of the Trust Fund. The Swap Account shall be an Eligible    
Account, and funds on deposit therein shall be held separate and apart from, and
shall not be commingled with, any other moneys, including, without limitation,  
other moneys of the Trustee held pursuant to this Agreement.                    

     On any Distribution Date, Swap Termination Payments, Net Swap
Payments owed to the Swap Provider and Net Swap Receipts for that Distribution  
Date will be deposited into the Swap Account. Funds in the Swap Account will be 
distributed in the following order of priority:                                 

          (i) to the Swap Provider, the sum of (x) all Net Swap Payments and
     (y) any Swap Termination Payment, other than a Defaulted Swap Termination
   Payment, to the Swap Provider, if any, owed for that Distribution Date;

    (ii) to the Class A Certificates, to pay Accrued Certificate
 Interest Distribution Amounts and, if applicable, any Unpaid Interest
 Amounts as described in Section 4.02(a)(i), to the extent unpaid from
Available Funds;                                                    

         (iii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
   B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, to
     pay Accrued Certificate Interest Distribution Amounts and, if applicable,
     any Unpaid Interest Amounts as described in Section 4.02(a)(i) and (iii),
to the extent unpaid from Available Funds;                          

       (iv) to the LIBOR Certificates, to pay Basis Risk Carry Forward
      Amounts as described in Section 4.02(a)(iii)(Q), to the extent unpaid from
   Available Funds (including Basis Risk Payments on deposit in the Excess
Reserve Fund Account);                                              

        (v) sequentially, to the Class A, Class M-1, Class M-2 and Class
      M-3, Certificates, in that order, to pay principal as described in Section
    4.02(a)(ii)(A) or Section 4.02(a)(ii)(B), as applicable, but only to the
 extent necessary to maintain the Subordinated Amount at the Specified
  Subordinated Amount, after giving effect to payments and distributions
from Available Funds;                                               

        (vi) sequentially, to the Class M-1, Class M-2, Class M-3, Class
   B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, to
    pay any Unpaid Interest Amounts as described in Section 4.02(a)(iii), to
the extent unpaid from Available Funds;                             

          (vii) to the Swap Provider, any Defaulted Swap Termination Payment
owed to the Swap Provider for that Distribution Date; and           

        (viii) to the holders of the Class X Certificates, any remaining
amounts.                                                            

        Upon termination of the Trust, any amounts remaining in the Swap
Account shall be distributed pursuant to the priorities set forth in this       
Section 4.06.                                                                   

       The Trustee shall account for the Swap Account as an asset of a
grantor trust under subpart E, Part I of subchapter J of the Code and not as an 
asset of any Trust REMIC created pursuant to this Agreement. The beneficial     
owners of the Swap Account are the Class X Certificateholders. For federal      
income tax purposes, Net Swap Payments and Swap Termination Payments payable to 
the Swap Provider shall be deemed to be paid to the Swap Account from the Upper 
Tier REMIC, first, by the Holder of the Class X Certificates (in respect of the 
Class IO Interest and, if applicable, Class X Interest) and second, other than  
any Defaulted Swap Termination Payment, by the Holders of the applicable Class  
or Classes of LIBOR Certificates (in respect of Class IO Shortfalls) as and to  
the extent provided in Section 8.13.                                            

          Any Basis Risk Carry Forward Amounts distributed by the Trustee to
the LIBOR Certificateholders from the Excess Reserve Fund Account or the Swap   
Account shall be accounted for by the Trustee, for federal income tax purposes, 
as amounts paid first to the Holders of the Class X Certificates (in respect of 
the Class X Interest or the Class IO Interest, respectively) and then to the    
respective Class or Classes of LIBOR Certificates. In addition, the Trustee     
shall account for the rights of Holders of each Class of LIBOR Certificates to  
receive payments of Basis Risk Carry Forward Amounts from the Swap Account      
(along with Basis Risk Carry Forward Amounts payable from the Excess Reserve    
Fund Account) as rights in a separate limited recourse interest rate cap        
contract written by the Class X Certificateholders in favor of Holders of each  
such Class.                                                                     

       The Swap Account shall be an "outside reserve fund" for federal
income tax purposes and not an asset of any Trust REMIC. Furthermore, the       
Holders of the Class X Certificates shall be the beneficial owners of the Swap  
Account for all federal income tax purposes, and shall be taxable on all income 
earned thereon, and any amounts reimbursed from the Upper-Tier REMIC to the Swap
Account shall be treated as having been distributed to the Holders of the Class 
X Certificates.                                                                 

 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) and aggregate denominations per Class set forth in the        
Preliminary Statement.                                                          

            The Depositor hereby directs the Trustee to register the Class X and
Class P Certificates in the name of the Depositor or its designee. On a date as 
to which the Depositor notifies the Trustee, the Trustee shall transfer the     
Class X and Class P Certificates in the name of the NIM Trustee, or such other  
name or names as the Depositor shall request, and to deliver the Class X and    
Class P Certificates to the NIM Trustee or to such other Person or Persons as   
the Depositor shall request.                                                    

        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 such Holder has so   
notified the Trustee at least five Business Days prior to the related Record    
Date 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. 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 authentication 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 authenticated by the Trustee by manual signature, and   
such authentication 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 authentication. On 
the Closing Date, the Trustee shall authenticate the Certificates to be issued  
at the direction of the Depositor, or any affiliate thereof.                    

       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 cancelled and subsequently destroyed by the Trustee in        
accordance with the Trustee's customary procedures.                             

          (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the      
Securities Act and any applicable state securities laws or is exempt from the   
registration requirements under said Act and such state securities laws. In     
determining whether a transfer is being made pursuant to an effective           
registration statement, the Trustee shall be entitled to rely solely upon a     
written notice to such effect from the Depositor. Except with respect to (i) the
transfer of the Class X, Class P or Class R Certificates to the Depositor or an 
Affiliate of the Depositor, (ii) the transfer of the Class X or Class P         
Certificates to the NIM Issuer or the NIM Trustee, or (iii) a transfer of the   
Class X or Class P Certificates from the NIM Issuer or the NIM Trustee to the   
Depositor or an Affiliate of the Depositor, in the event that a transfer of a   
Private Certificate which is a Physical Certificate 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 shall certify to the Trustee in writing the facts       
surrounding the transfer in substantially the form set forth in Exhibit H (the  
"Transferor Certificate") and either (i) there shall be delivered to the Trustee
a letter in substantially the form of Exhibit I (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 without registration under the
Securities Act. In the event that a transfer of a Private Certificate which is a
Book-Entry Certificate 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 will  
be deemed to have made as of the transfer date each of the certifications set   
forth in the Transferor Certificate in respect of such Certificate and the      
transferee will be deemed to have made as of the transfer date each of the      
certifications set forth in the Rule 144A Letter in respect of such Certificate,
in each case as if such Certificate were evidenced by a Physical Certificate. As
directed by the Depositor, the Trustee 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 Depositor and the Servicer shall cooperate 
with the Trustee in providing the Rule 144A information referenced in the       
preceding sentence, including providing to the Trustee such information         
regarding the Certificates, the Mortgage Loans and other matters regarding the  
Trust Fund as the Depositor shall reasonably determine 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
Servicer 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. 

          Except with respect to (i) the transfer of the Class X, Class P or
Class R Certificates to the Depositor or an Affiliate of the Depositor, (ii) the
transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM    
Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM
Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, 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  
I), to the effect that such transferee is not an employee benefit plan or       
arrangement subject to Section 406 of ERISA, a plan subject to Section 4975 of  
the Code or a plan subject to any Federal, state or local law ("Similar Law")   
materially similar to the foregoing provisions of ERISA or 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, or (ii) in the case of an 
ERISA-Restricted Certificate other than a Residual Certificate or a Class P     
Certificate that has been the subject of an ERISA-Qualifying Underwriting, and  
the purchaser is an insurance company, a representation that the purchaser is an
insurance company that 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 Sections I and III  
of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate     
other than a Residual Certificate or Class P Certificate presented for          
registration in the name of an employee benefit plan subject to Title I of      
ERISA, a plan or arrangement subject to Section 4975 of the Code (or comparable 
provisions of any subsequent enactments), or a plan subject to Similar Law, 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 the Depositor, the Trustee, the Servicer or the Trust Fund, addressed
to the Trustee, to the effect that the purchase or holding of such              
ERISA-Restricted Certificate will not constitute or result in a non-exempt      
prohibited transaction within the meaning of ERISA, Section 4975 of the Code or 
any Similar Law and will not subject the Depositor, the Trustee or the Servicer 
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 acquirer's) acceptance 
of the ERISA-Restricted Certificates. Notwithstanding anything else to the      
contrary herein, (a) any purported transfer of an ERISA-Restricted Certificate, 
other than a Class P Certificate or Residual Certificate, to or on behalf of an 
employee benefit plan subject to ERISA, the Code or Similar Law 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 and (b) any purported transfer of
a Class P Certificate or Residual Certificate to a transferee that does not make
the representation in clause (i) above shall be void and of no effect.          

      None of the Class R or Class P Certificates may be sold to any
employee benefit plan subject to Title I of ERISA, any plan subject to Section  
4975 of the Code, or any plan subject to any Similar Law or any person investing
on behalf or with plan assets of such plan.                                     

        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.        

      As long as the Interest Rate Swap Agreement is in effect, each
beneficial owner of a Certificate, or any interest therein, shall be deemed to  
have represented that either (i) it is not a Plan or (ii) the acquisition and   
holding of the Certificate are eligible for the exemptive relief available under
at least one of (i) Department of Labor Prohibited Transaction Class Exemption  
("PTE") 84-14 (for transactions by independent "qualified professional asset    
managers"), (ii) PTE 91-38 (for transactions by bank collective investment      
funds), (iii) PTE 90-1 (for transactions by insurance company pooled separate   
accounts), PTE 95-60 (for transactions by insurance company general accounts) or
(iv) PTE 96-23 (for transactions effected by "in-house asset managers") or      
similar exemption under similar law.                                            

           (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 G;                

          (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 a   
Non-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 the Rule 144A Letter. The Trustee shall be entitled but
   not obligated to recover from any Holder of a Residual Certificate that
     was in fact a Non-Permitted Transferee at the time it became a Holder or,
at such subsequent time as it became a Non-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; and                                                    

            (v) The Depositor shall use its best efforts to make available, upon
     receipt of written request from the Trustee, all information necessary to
      compute any tax imposed under Section 860E(e) of the Code as a result of a
     Transfer of an Ownership Interest in a Residual Certificate to any Holder
who is a Non-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 or the        
Servicer, to the effect that the elimination of such restrictions will not cause
any Trust REMIC 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 a Non-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 a Non-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, or (y) the Depositor notifies the       
Depository of its intent to terminate the book-entry system through the         
Depository and, upon receipt of notice of such intent from the Depository, the  
Depository Participants holding beneficial interests in the Book-Entry          
Certificates agree to initiate such termination, 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 Servicer, 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.                                                                     

 (f) Each Private Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written          
instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and  
all appropriate attachments) or W-9 in form satisfactory to the Trustee, duly   
executed by the Certificateholder or his attorney duly authorized in writing.   
Each Certificate presented or surrendered for registration of transfer or       
exchange shall be canceled and subsequently disposed of by the Trustee in       
accordance with its customary practice. No service charge shall be made for any 
registration of transfer or exchange of Private Certificates, but the Trustee   
may require payment of a sum sufficient to cover any tax or governmental charge 
that may be imposed in connection with any transfer or exchange of Private      
Certificates.                                                                   

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

          Section 5.04 Persons Deemed Owners. The Servicer, the Trustee, the
Depositor and any agent of the Servicer, the Depositor or the Trustee may treat 
the Person in whose name any Certificate is registered as the owner of such     
Certificate for the purpose of receiving distributions as provided in this      
Agreement and for all other purposes whatsoever, and neither the Servicer, the  
Trustee, the Depositor, nor any agent of the Servicer, the Depositor or the     
Trustee shall be affected by any notice to the contrary.                        

    Section 5.05 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders (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 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 Servicer 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 where Certificates may be surrendered for registration of transfer  
or exchange. The Trustee initially designates its offices located at Sixth      
Street and Marquette Avenue, Minneapolis, Minnesota 55479. The Trustee shall    
give prompt written notice to the Certificateholders of any change in such      
location of any such office or agency.                                          

ARTICLE VI

THE DEPOSITOR, THE SERVICER AND THE LOAN PERFORMANCE ADVISOR

    Section 6.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the 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 or the
Servicer. (a) The Depositor and the Servicer will each keep in full effect its  
existence, rights and franchises as a corporation or federally chartered savings
bank, as the case may be, 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.                                     

            (b) The Servicer is and shall continue to be an institution which is
a Fannie Mae-approved and Freddie Mac-approved seller/servicer in good standing,
shall maintain a net worth of at least $30,000,000 (as determined in accordance 
with generally accepted accounting principles) and shall maintain its license to
do business or service residential mortgage loans in any jurisdictions in which 
the Mortgaged Properties are located.                                           

      (c) Any Person into which the Depositor or the Servicer may be
merged or consolidated, or any Person resulting from any merger or consolidation
to which the Depositor or the Servicer shall be a party, or any person          
succeeding to the business of the Depositor or the Servicer, shall be the       
successor of the Depositor or the Servicer, as the case may be, hereunder,      
without the execution or filing of any paper or any further act on the part of  
any of the parties hereto, anything herein to the contrary notwithstanding;     
provided, however, that the successor or surviving Person to the Servicer shall 
make the covenant set forth in Section 6.02(b).                                 

           Section 6.03 Limitation on Liability of the Depositor, the Servicer
and Others. Neither the Depositor, the Servicer, nor any of their respective    
directors, officers, employees or agents, 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     
Servicer or any such Person against any breach of representations or warranties 
made by it herein or protect the Depositor, the Servicer or any such Person from
any liability which would otherwise be imposed by reasons of willful            
misfeasance, bad faith or negligence (or gross negligence in the case of the    
Depositor) in the performance of duties or by reason of reckless disregard of   
obligations and duties hereunder. The Depositor, any of its Affiliates, the     
Servicer and any of their respective directors, officers, employees or agents   
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder. The       
Depositor, any of its Affiliates, the Servicer and any of their respective      
directors, officers, employees or agents shall be indemnified by the Trust Fund 
and held harmless against any loss, liability or expense incurred in connection 
with any audit, controversy or judicial proceeding relating to a governmental   
taxing authority or any legal action relating to this Agreement, the            
Certificates or the Loan Performance Advisor Agreement other than any loss,     
liability or expense related to any specific Mortgage Loan or Mortgage Loans    
(except as any such loss, liability or expense shall be otherwise reimbursable  
pursuant to this Agreement and any loss, liability or expense incurred by reason
of willful misfeasance, bad faith or negligence (or gross negligence in the case
of the Depositor) in the performance of duties hereunder or by reason of        
reckless disregard of obligations and duties hereunder. Neither the Depositor   
nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal action 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 the Depositor may in its discretion undertake any such action (or 
direct the Trustee to undertake such actions pursuant to Section 2.03 for the   
benefit of the Certificateholders) 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 and the Servicer shall be entitled to be reimbursed therefor out of   
the Collection Account.                                                         

          Section 6.04 Limitation on Resignation of the Servicer. Subject to
Sections 7.01 and 10.11, the Servicer shall not assign this Agreement or resign 
from the obligations and duties hereby imposed on it except by mutual consent of
the Servicer, the Depositor and the Trustee or upon the determination that its  
duties hereunder are no longer permissible under applicable law and such        
incapacity cannot be cured by the Servicer. Any such resignation shall not      
relieve the Servicer of responsibility for any of the obligations specified in  
Sections 7.01 and 7.02 as obligations that survive the resignation or           
termination of the Servicer. Any such determination permitting the resignation  
of the Servicer shall be evidenced by an Opinion of Counsel to such effect      
delivered to the Depositor and the Trustee which Opinion of Counsel shall be in 
form and substance acceptable to the Depositor and the Trustee. No such         
resignation shall become effective until a successor shall have assumed the     
Servicer's responsibilities and obligations hereunder.                          

            Section 6.05 Additional Indemnification by the Servicer; Third Party
Claims. The Servicer shall indemnify the Depositor, the Trustee and any         
Affiliate, director, officer, employee or agent of the Depositor and hold each  
of them harmless against any and all claims, losses, damages, penalties, fines, 
forfeitures, reasonable and necessary legal fees and related costs, judgments,  
and any other costs, fees and expenses that any of them may sustain in any way  
related to any breach by the Servicer, of (i) any of its representations and    
warranties referred to in Section 2.03(a), (ii) any error in any tax or         
information return prepared by the Servicer or (iii) the failure of the Servicer
to perform its duties and service the Mortgage Loans in strict compliance with  
the terms of this Agreement. The Servicer immediately shall notify the Depositor
and the Trustee if a claim is made by a third party with respect to this        
Agreement or the Mortgage Loans, assume (with the prior written consent of the  
Depositor and the Trustee) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and   
satisfy any judgment or decree which may be entered against it or the Depositor 
or the Trustee in respect of such claim. This indemnity shall survive the       
termination of this Agreement or the earlier resignation or removal of the      
Servicer.                                                                       

     Section 6.06 Duties of the Loan Performance Advisor. The Loan
Performance Advisor shall perform its obligations under the Loan Performance    
Advisor Agreement.                                                              

ARTICLE VII 

 DEFAULT

         Section 7.01 Events of Default. "Event of Default", wherever used
herein, means any one of the following events:                                  

           (a) any failure by the Servicer to remit to the Trustee any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of one Business Day after the date upon which written notice of    
such failure, requiring the same to be remedied, shall have been given to the   
Servicer by the Depositor or by the Trustee, or to the Servicer, the Depositor  
and the Trustee by Certificateholders entitled to at least 25% of the Voting    
Rights in the Certificates; or                                                  

      (b) the failure on the part of the Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on the 
part of the Servicer set forth in this Agreement which continues unremedied for 
a period of forty-five days (except that (x) such number of days shall be       
fifteen in the case of a failure to pay any premium for any insurance policy    
required to be maintained under this Agreement and (y) such number of days shall
be ten in the case of a failure to observe or perform any of the obligations set
forth in Sections 3.22, 3.23 or 8.12) after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall have   
been given to the Servicer by the Depositor or by the Trustee, or to the        
Servicer, the Depositor and the Trustee by Certificateholders entitled to at    
least 25% of the Voting Rights in the Certificates and (ii) actual knowledge of 
such failure by a Servicing Officer of the Servicer; or                         

           (c) 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, bankruptcy, readjustment of debt, marshalling of  
assets and liabilities or similar proceedings, or for the winding-up or         
liquidation of its affairs, shall have been entered against the Servicer and    
such decree or order shall have remained in force undischarged or unstayed for a
period of sixty consecutive days; or                                            

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

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

      (f) any failure of the Servicer to make any P&I Advance on any
Remittance Date required to be made from its own funds pursuant to Section 4.01 
which continues unremedied for one Business Day immediately following the       
Remittance Date; or                                                             

       (g) a breach of any representation and warranty of the Servicer
referred to in Section 2.03(a), which materially and adversely affects the      
interests of the Certificateholders and which continues unremedied for a period 
of thirty days after the date upon which written notice of such breach is given 
to the Servicer by the Trustee or by the Depositor, or to the Servicer, the     
Trustee and the Depositor by Certificateholders entitled to at least 25% of the 
Voting Rights in the Certificates; or                                           

     (h) Fitch reduces its primary subprime servicer rating of the
Servicer to "RPS2-" or lower, Moody's reduces its primary subprime servicer     
rating of the Servicer to "SQ3" or lower, or S&P reduces its primary subprime   
servicer rating of the Servicer to "Average" or lower, and any such downgrade   
continues unremedied for a period of ninety days.                               

           If an Event of Default described in clauses (a) through (i) of this
Section 7.01 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 a majority of the Voting Rights the Trustee shall, by notice in    
writing to the Servicer (with a copy to each Rating Agency), terminate all of   
the rights and obligations of the Servicer under this Agreement and in and to   
the Mortgage Loans and the proceeds thereof, other than its rights as a         
Certificateholder hereunder; provided, however, that the Trustee shall not be   
required to give written notice to the Servicer of the occurrence of an Event of
Default described in clauses (b) through (h) of this Section 7.01 unless and    
until a Responsible Officer of the Trustee has actual knowledge of the          
occurrence of such an event; provided further, that the Depositor shall give    
written notice to the Servicer of the occurrence of an Event of Default         
described in clause (h) of this Section 7.01 upon obtaining actual knowledge of 
the occurrence of such an event. In the event that a Responsible Officer of the 
Trustee has actual knowledge of the occurrence of an event of default described 
in clause (a) of this Section 7.01, the Trustee shall give written notice to the
Servicer of the occurrence of such an event within one Business Day of the first
day on which such Responsible Officer obtains actual knowledge of such          
occurrence. On and after the receipt by the Servicer of such written notice, all
authority and power of the Servicer hereunder, whether with respect to the      
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. Subject
to Section 7.02, the Trustee is hereby authorized and empowered to execute and  
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and   
all documents and other instruments, and to do or accomplish all other acts or  
things necessary or appropriate to effect the purposes of such notice of        
termination, whether to complete the transfer and endorsement or assignment of  
the Mortgage Loans and related documents, or otherwise. Unless expressly        
provided in such written notice, no such termination shall affect any obligation
of the Servicer to pay amounts owed pursuant to Article VIII. The Servicer      
agrees to cooperate with the Trustee in effecting the termination of the        
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee of all cash amounts which shall at the time be      
credited to the Collection Account, or thereafter be received with respect to   
the Mortgage Loans.                                                             

         Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive from the Trust Fund, prior 
to transfer of its servicing obligations hereunder, payment of all accrued and  
unpaid Servicing Fees and reimbursement for all outstanding P&I Advances and    
Servicing Advances.                                                             

           Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Servicer receives a notice of termination pursuant to Section 3.24 
or Section 7.01, the Trustee shall, subject to and to the extent provided in    
Section 3.05, be the successor to the Servicer in its capacity as servicer under
this Agreement and the transactions set forth or provided for herein and shall  
be subject to all the responsibilities, duties and liabilities relating thereto 
placed on the Servicer by the terms and provisions hereof and applicable law    
including the obligation to make P&I Advances and Servicing Advances, pursuant  
to Section 3.24 or Section 7.01. It is understood and acknowledged by the       
parties hereto that there will be a period of transition before the transfer of 
servicing obligations is fully effective. Notwithstanding the foregoing, the    
Trustee will have a period (not to exceed 90 days) to complete the transfer of  
all servicing data and correct or manipulate such servicing data as may be      
required by the Trustee to correct any errors or insufficiencies in the         
servicing data or otherwise enable the Trustee to service the Mortgage Loans in 
accordance with Accepted Servicing Practices. As compensation therefor, the     
Trustee shall be entitled to all funds relating to the Mortgage Loans that the  
Servicer would have been entitled to charge to the Collection Account if the    
Servicer had continued to act hereunder including, if the Servicer was receiving
the Servicing Fee, the Servicing Fee and the income on investments or gain      
related to the Collection Account which the Servicer would be entitled to       
receive. Notwithstanding the foregoing, if the Trustee has become the successor 
to the 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
P&I Advances and Servicing Advances pursuant to Section 4.01, if it is otherwise
unable to so act or at the written request of Certificateholders entitled to at 
least a majority of the Voting Rights, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the   
Certificates by each Rating Agency, as the successor to the Servicer hereunder  
in the assumption of all or any part of the responsibilities, duties or         
liabilities of the Servicer hereunder. Any successor to the Servicer shall make 
the covenant set forth in Section 6.02(b). Any successor to the Servicer shall  
be an institution which is willing to service the 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 the    
Servicer (other than liabilities of the Servicer under Section 6.03 incurred    
prior to termination of the Servicer under Section 7.01), 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 or reduced, as a result of 
such assignment and delegation. Pending appointment of a successor to the       
Servicer hereunder, the Trustee, unless the Trustee is prohibited by law from so
acting, shall, subject to Section 3.05, act in such capacity as hereinabove     
provided. In connection with such appointment and assumption, the Trustee may   
make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no 
such compensation shall be in excess of the Servicing Fee Rate and amounts paid 
to the Servicer from investments. The Trustee and such successor Servicer shall 
take such action, consistent with this Agreement, as shall be necessary to      
effectuate any such succession. Neither the Trustee nor any other successor to  
the Servicer shall be deemed to be in default hereunder by reason of any failure
to make, or any delay in making, any distribution hereunder or any portion      
thereof or any failure to perform, or any delay in performing, any duties or    
responsibilities hereunder, in either case caused by the failure of the Servicer
to deliver or provide, or any delay in delivering or providing, any cash,       
information, documents or records to it.                                        

        In the event that the Servicer is terminated pursuant to Section
7.01, the terminated Servicer shall provide notices to the Mortgagors, transfer 
the Servicing Files to a successor Servicer and pay all of its own out-of-pocket
costs and expenses at its own expense. In addition, in the event that the       
Servicer is terminated pursuant to Section 7.01, the terminated Servicer shall  
pay all reasonable out-of-pocket costs and expenses of a servicing transfer     
incurred by parties other than the terminated Servicer promptly upon            
presentation of reasonable documentation of such costs. If the Trustee is the   
terminated Servicer (except in the case where the Trustee in its role as        
successor Servicer is being terminated pursuant to Section 7.01 by reason of an 
Event of Default caused solely by the Trustee as the successor Servicer and not 
by the predecessor Servicer's actions or omissions), such costs shall be paid by
the prior terminated Servicer promptly upon presentation of reasonable          
documentation of such costs. If the terminated Servicer defaults in its         
obligation to pay such costs and expenses, the same shall be paid by the        
successor Servicer or the Trustee, in which case the successor Servicer or the  
Trustee, as applicable, shall be entitled to reimbursement therefor from the    
Trust Fund.                                                                     

          Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of servicer and shall, during the term of its service 
as servicer, maintain in force the policy or policies that the Servicer is      
required to maintain pursuant to Section 3.13.                                  

     Section 7.03 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to the Servicer, the Trustee shall 
give prompt written notice thereof to Certificateholders and each Rating Agency.

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

ARTICLE VIII

CONCERNING THE TRUSTEE

   Section 8.01 Duties of the Trustee. The Trustee, before 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. The Trustee shall not be responsible for   
the accuracy or content of any 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.                                           

           Unless an Event of Default known to the Trustee has occurred and is
continuing:                                                                     

         (a) 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 the duties and obligations 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 believes in good faith
to be genuine and to have been duly executed by the proper authorities          
respecting any matters arising hereunder;                                       

            (b) 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 is finally proven that the Trustee was negligent in ascertaining the  
pertinent facts; and                                                            

      (c) the Trustee shall not be liable with respect to any action
taken, suffered, or omitted to be taken by it in good faith in accordance with  
the direction of the 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.             

     Section 8.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:                                             

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

       (b) 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;                                                                        

          (c) 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;             

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

            (e) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,           
accountants or attorneys and the Trustee shall not be responsible for any       
misconduct or negligence on the part of any agents, accountants or attorneys    
appointed with due care by it hereunder;                                        

       (f) 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;         

          (g) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than in its corporate capacity as    
obligor of the investment security and with respect to the investment of funds  
in the Distribution Account);                                                   

           (h) except as otherwise provided in Section 7.01, 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          

           (i) 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 Certificateholders, pursuant to 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 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 other than with respect to the Trustee's execution and         
authentication of the Certificates. The Trustee shall not be accountable for the
use or application by the Depositor or the Servicer of any funds paid to the    
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or   
withdrawn from the Collection Account by the Depositor or the Servicer.         

            The Trustee shall have no responsibility for filing or recording any
financing or continuation statement in any public office at any time or to      
otherwise perfect or maintain the perfection of any security interest or lien   
granted to it hereunder (unless the Trustee shall have become the successor     
Servicer).                                                                      

            The Trustee executes the Certificates not in its individual capacity
but solely as Trustee of the Trust Fund created by this Agreement, in the       
exercise of the powers and authority conferred and vested in it by this         
Agreement. Each of the undertakings and agreements made on the part of the      
Trustee on behalf of the Trust Fund in the Certificates is made and intended not
as a personal undertaking or agreement by the Trustee but is made and intended  
for the purpose of binding only the Trust Fund.                                 

     Section 8.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not the Trustee.               

         Section 8.05 Trustee's Fees and Expenses. As compensation for its
activities under this Agreement, the Trustee may withdraw from the Distribution 
Account on each Distribution Date the Trustee Fee for the Distribution Date and 
any interest or investment income earned on funds deposited in the Distribution 
Account. The Trustee and any director, officer, employee, or agent of the       
Trustee shall be indemnified by the Trust Fund and held harmless against any    
loss, liability, or expense (including reasonable attorney's fees) resulting    
from any error in any tax or information return prepared by the Servicer or     
incurred in connection with:                                                    

(a) this Agreement,                                     

(b) the Insurance Policy,                               

(c) the Certificates, or                                

     (d) the performance of any of the Trustee's duties under this
Agreement,                                                                      

other than any loss, liability, or expense (i) resulting from any breach of the 
Servicer's obligations in connection with this Agreement for which the Servicer 
has performed its obligation to indemnify the Trustee pursuant to Section 6.05, 
(ii) resulting from any breach of the Responsible Party's obligations in        
connection with this Agreement for which the Responsible Party has performed its
obligation to indemnify the Trustee pursuant to Section 2.03(h) or (iii)        
incurred because of willful misconduct, bad faith, or negligence in the         
performance of any of the Trustee's duties under this Agreement. This indemnity 
shall survive the termination of this Agreement or the resignation or removal of
the Trustee under this Agreement. Without limiting the foregoing, except as     
otherwise agreed upon in writing by the Depositor and the Trustee, and except   
for any expense, disbursement, or advance arising from the Trustee's negligence,
bad faith, or willful misconduct, the Trust Fund shall pay or reimburse the     
Trustee for all reasonable expenses, disbursements, and advances incurred or    
made by the Trustee in accordance with this Agreement with respect to:          

                (A) the reasonable compensation, expenses, and disbursements
         of its counsel not associated with the closing of the issuance of
the Certificates, and                                   

                (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
them to perform services under this Agreement.          

           Except as otherwise provided in this Agreement or a separate letter
agreement between the Trustee and the Depositor, 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   
paying agent under this Agreement or for any other routine expenses incurred by 
the Trustee; provided, however, no expense shall be reimbursed hereunder if it  
would not constitute an "unanticipated expense incurred by the REMIC" within the
meaning of the REMIC Provisions.                                                

          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 any 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 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 the Servicer and its affiliates; provided,  
however, that such entity cannot be an affiliate of the Depositor or the        
Servicer other than the Trustee in its role as successor to the 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 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 or resignation, the resigning Trustee may petition any    
court of competent jurisdiction for the appointment of a successor trustee.     

           If at any time the Trustee shall cease to be eligible in accordance
with 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 or the Servicer 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 the Servicer and one copy  
to the successor trustee.                                                       

          The Holders of Certificates entitled to at least a majority 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 the Servicer, one complete set to the     
Trustee so removed and one complete set to the successor so appointed. The      
successor trustee shall notify each Rating Agency of any removal of the Trustee.

      Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to 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 the Servicer an instrument accepting such    
appointment hereunder and thereupon the resignation or removal of the           
predecessor trustee shall become effective and such successor trustee, without  
any further act, deed or conveyance, shall become fully vested with all the     
rights, powers, duties and obligations of its predecessor hereunder, with like  
effect as if originally named as trustee herein. The Depositor, the Servicer and
the predecessor trustee shall execute and deliver such instruments and do such  
other things as may reasonably be required for 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 its acceptance, the successor trustee is     
eligible under Section 8.06 and its appointment does 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 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.         

   Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the    
purpose of meeting any legal requirements of any jurisdiction in which any part 
of the Trust Fund or property securing any Mortgage Note may at the time be     
located, the Servicer and the Trustee acting jointly shall have the power and   
shall execute and deliver all instruments to appoint one or more Persons        
approved by the Trustee to act as co-trustee or co-trustees jointly with the    
Trustee, or separate trustee or separate trustees, of all or any part of the    
Trust Fund, and to vest in such Person or Persons, in such capacity and for the 
benefit of the Certificateholders, such title to the Trust Fund or any part     
thereof, whichever is applicable, and, subject to the other provisions of this  
Section 8.10, such powers, duties, obligations, rights and trusts as the        
Servicer and the Trustee may consider appropriate. If the 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:

      (a) 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, except for the obligation of the Trustee under this Agreement 
to advance funds on behalf of the Servicer, shall be conferred or imposed upon  
and exercised or performed by the Trustee and such separate trustee or          
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),   
except to the extent that under any law of any jurisdiction in which any        
particular act or acts are to be performed (whether as Trustee hereunder or as  
successor to the 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;                                                       

           (b) No trustee hereunder shall be held personally liable because 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;                                             

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

        (d) The Trust Fund, 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 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 and indemnity to, the   
Trustee. Every such instrument shall be filed with the Trustee and a copy       
thereof given to the 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 any REMIC election pertaining to the Trust Fund is to be made, 
as set forth in the Preliminary Statement, shall constitute, and that the       
conduct of matters relating to such assets shall be such as to qualify such     
assets as, a "real estate mortgage investment conduit" as defined in and in     
accordance with the REMIC Provisions. In furtherance of such intention, the     
Trustee covenants and agrees that it shall act as agent (and the Trustee is     
hereby appointed to act as agent) on behalf of each Trust REMIC and that in such
capacity it shall:                                                              

            (a) prepare and file in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form   
adopted by the Internal Revenue Service) and prepare and file 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 Trust REMIC      
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 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, the Trustee will apply
for an employer identification number from the Internal Revenue Service via Form
SS-4 or any other acceptable method for all tax entities and shall also furnish 
to the Internal Revenue Service, on Form 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 an election that each Trust REMIC of Pooling Tier REMIC-1,
Pooling Tier REMIC-2, 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 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 the calculation of any original 
issue discount using the prepayment assumption (as described in the Prospectus  
Supplement);                                                                    

            (e) provide information necessary for the computation of tax imposed
on the transfer of a Residual Certificate to a Person that is a Non-Permitted   
Transferee, or an agent (including a broker, nominee or other middleman) of a   
Non-Permitted Transferee, or a pass-through entity in which a Non-Permitted     
Transferee is the record holder of an interest (the reasonable cost of computing
and furnishing such information may be charged to the Person liable for such    
tax);                                                                           

          (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are outstanding so as
to maintain the status of each Trust REMIC as a REMIC under the REMIC           
Provisions;                                                                     

          (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any Trust    
REMIC created hereunder;                                                        

         (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 each Trust REMIC before 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) cause federal, state or local income tax or information returns
to 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; and           

            (j) maintain records relating to each of the Trust REMICs, including
the income, expenses, assets, and liabilities thereof on a calendar year basis  
and on the accrual method of accounting and the 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.         

    The Holder of the largest Percentage Interest of the Class R
Certificates shall act as Tax Matters Person for each Trust REMIC, in each case,
within the meaning of Treasury Regulations Section 1.860F-4(d), and the Trustee 
is hereby designated as agent of such Certificateholder for such purpose (or if 
the Trustee is not so permitted, such Holder shall be the Tax Matters Person in 
accordance with the REMIC Provisions). In such capacity, the Trustee shall, as  
and when necessary and appropriate, represent any Trust REMIC in any            
administrative or judicial proceedings relating to an examination or audit by   
any governmental taxing authority, request an administrative adjustment as to   
any taxable year of any Trust REMIC, enter into settlement agreements with any  
governmental taxing agency, extend any statute of limitations relating to any   
tax item of any Trust REMIC, and otherwise act on behalf of each REMIC in       
relation to any tax matter or controversy involving it.                         

            The Trustee shall treat the rights of the Class P Certificateholders
to receive Prepayment Charges, the rights of the Class X Certificateholders to  
receive Interest Rate Cap Payments and amounts in the Excess Reserve Fund       
Account (subject, other than in the case of the Class X Certificates, to the    
obligation to pay Basis Risk Carry Forward Amounts) and the rights of the LIBOR 
Certificateholders to receive Basis Risk Carry Forward Amounts as the beneficial
ownership of interests in a grantor trust, and not as an obligation of any Trust
REMIC created hereunder, for federal income tax purposes. The Trustee shall file
or cause to be filed with the IRS together with Form 1041 or such other form as 
may be applicable and shall furnish or cause to be furnished, to the Class P    
Certificateholders, the Class X Certificateholders and the LIBOR                
Certificateholders, the respective amounts described above that are received, in
the time or times and in the manner required by the Code.                       

         To enable the Trustee to perform its duties under this Agreement,
the Depositor shall provide to the Trustee within ten 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 the price, yield, prepayment assumption, and projected  
cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor  
shall provide information to the Trustee concerning the value to each Class of  
Certificates of the right to receive Basis Risk Carry Forward Amounts from the  
Excess Reserve Fund Account. Unless otherwise advised by the Depositor, for     
federal income tax purposes, the Trustee is hereby directed to assign a value of
zero to the right of each Holder allocating the purchase price of an initial    
Offered Certificateholder between such right and the related Upper Tier Regular 
Interest. Thereafter, the Depositor shall provide to the Trustee promptly upon  
written request therefor any additional information or data that the Trustee    
may, from time to time, reasonably request to enable the Trustee to perform its 
duties under this Agreement; provided, however, that the Depositor shall not be 
required to provide any information regarding the Mortgage Loans that the       
Servicer is required to provide to the Trustee pursuant to this Agreement. 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, pursuant  
to this paragraph, accurate information or data to the Trustee on a timely      
basis.                                                                          

         Neither the Servicer nor Trustee shall (i) permit the creation of
any interests in either REMIC other than the regular and residual interests set 
forth in the Preliminary Statement, (ii) receive any amount respresenting a fee 
or other compensation for services (except as otherwise permitted by this       
Agreement) or (iii) otherwise knowingly or intentionally take any action, cause 
the Trust Fund to take any action or fail to take (or fail to cause to be taken)
any action reasonably within its control and the scope of duties more           
specifically set forth herein, that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (A) endanger the status of any Trust REMIC as a
REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the Trust
Fund (including but not limited to the tax on "prohibited transactions" as      
defined in Section 860F(a)(2) of the Code and the tax on contributions to a     
Trust REMIC set forth in Section 860G(d) of the Code, or the tax on "net income 
from foreclosure property") unless the Trustee receives an Opinion of Counsel   
(at the expense of the party seeking to take such action or, if such party fails
to pay such expense, and the Trustee determines that taking such action is in   
the best interest of the Trust Fund and the Certificateholders, at the expense  
of the Trust Fund, but in no event at the expense of the Trustee) to the effect 
that the contemplated action will not, with respect to the Trust Fund or any    
Trust REMIC created hereunder, endanger such status or, unless the Trustee      
determines in its sole discretion to indemnify the Trust Fund against such tax, 
result in the imposition of such a tax).                                        

       If any tax is imposed on "prohibited transactions" of any Trust
REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from     
foreclosure property" of the Pooling Tier REMIC-1 as defined in Section 860G(c) 
of the Code, on any contribution to any Trust REMIC after the Startup Day       
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including 
any minimum tax imposed on either REMIC pursuant to Sections 23153 and 24874 of 
the California Revenue and Taxation Code, if not paid as otherwise provided for 
herein, the tax shall be paid by (i) the Trustee if such tax arises out of or   
results from negligence of the Trustee in the performance of any of its         
obligations under this Agreement, (ii) the Servicer, in the case of any such    
minimum tax, and otherwise if such tax arises out of or results from a breach by
the Servicer of any of its obligations under this Agreement, or (iii) in all    
other cases, or if the Trustee or the Servicer fails to honor its obligations   
under the preceding clause (i) or (ii), any such tax will be paid with amounts  
otherwise to be distributed to the Certificateholders, as provided in Section   
4.02(a).                                                                        

       Section 8.12 Periodic Filings. (a) The Trustee and the Servicer
shall reasonably cooperate with the Depositor in connection with the Trust's    
satisfying the reporting requirements under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the     
Trust any Forms 8-K and 10-K customary for similar securities as required by the
Exchange Act and the Rules and Regulations of the Securities and Exchange       
Commission thereunder, and the Trustee shall sign and file (via the Securities  
and Exchange Commission's Electronic Data Gathering and Retrieval System) such  
Forms on behalf of the Depositor, if an officer of the Depositor signs the      
Certification (as defined below), or otherwise on behalf of the Trust. In the   
event the Trustee is signing on behalf of the Depositor pursuant to the         
preceding sentence, the Depositor hereby grants to the Trustee a limited power  
of attorney to execute and file each such document on behalf of the Depositor.  
Such power of attorney shall continue until either the earlier of (i) receipt by
the Trustee from the Depositor of written termination of such power of attorney 
and (ii) the termination of the Trust. Notwithstanding the foregoing, the       
Trustee shall prepare such Form to be signed by the Depositor and the Depositor 
shall sign such Form, unless the Securities and Exchange Commission has         
indicated that it will accept a Certification signed by the Depositor where the 
related Form 10-K is signed by the Trustee on behalf of the Depositor.          

            (b) Each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, including a copy of the statement to the                
Certificateholders for such Distribution Date as an exhibit thereto. On or prior
to March 30th of each year commencing in 2006 (or such earlier date as may be   
required by the Exchange Act and the Rules and Regulations of the Securities and
Exchange Commission), the Trustee shall file a Form 10-K, in substance as       
required by applicable law or applicable Securities and Exchange Commission     
staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's
annual statement of compliance described under Section 3.22 and the accountant's
report described under Section 3.23, in each case to the extent they have been  
timely delivered to the Trustee. If they are not so timely delivered, the       
Trustee shall file an amended Form 10-K including such documents as exhibits    
reasonably promptly after they are delivered to the Trustee. The Trustee shall  
have no liability with respect to any failure to properly prepare or file such  
periodic reports resulting from or relating to the Trustee's inability or       
failure to obtain any information not resulting from its own negligence, willful
misconduct or bad faith. The Form 10-K shall also include a certification in the
form attached hereto as Exhibit L (the "Certification"), which shall, except as 
described below, be signed by the senior officer of the Depositor in charge of  
securitization. Notwithstanding the foregoing, if it is determined by the       
Depositor that the Certification may be executed by multiple persons, the       
Trustee shall sign the Certification in respect of items 1 through 3 thereof and
the Servicer shall cause the senior officer in charge of servicing at the       
Servicer to sign the Certification in respect of items 3 through 5 thereof and  
the Trustee may rely on the Certification signed by the Servicer to the same    
extent as provided in subsection (c) below.                                     

           (c) In the event the Certification is to be signed by an officer of
the Depositor, the Trustee shall sign a certification (in the form attached     
hereto as Exhibit M) for the benefit of the Depositor and its officers,         
directors and Affiliates in respect of items 1 through 3 thereof of the         
Certification (provided, however, that the Trustee shall not undertake an       
analysis of the accountant's report attached as an exhibit to the Form 10-K),   
and the Servicer shall sign a certification (in the form attached hereto as     
Exhibit N) for the benefit of the Depositor, the Trustee and their respective   
officers, directors and Affiliates in respect of items 3 through 5 of the       
Certification. Each such certification shall be delivered to the Depositor no   
later than March 10th of each year (or if such day is not a Business Day, the   
immediately preceding Business Day) and the Depositor shall deliver the         
Certification to be filed to the Trustee no later than March 20th of each year  
(or if such day is not a Business Day, the immediately preceding Business Day). 
In the event that prior to the filing date of the Form 10-K in March of each    
year, the Trustee or the Servicer has actual knowledge of information material  
to the Certification, that party shall promptly notify the Depositor and each of
the other parties signing the certifications. In addition, (i) the Trustee shall
indemnify and hold harmless the Depositor and its officers, directors,          
employees, agents and Affiliates from and against any losses, damages,          
penalties, fines, forfeitures, reasonable and necessary legal fees and related  
costs, judgments and other costs and expenses arising out of or based upon any  
breach of the Trustee's obligations under this Section 8.12(c) or the Trustee's 
negligence, bad faith or willful misconduct in connection therewith, and (ii)   
the Servicer shall indemnify and hold harmless the Depositor, the Trustee and   
their respective officers, directors and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and 
related costs, judgments and other costs and expenses arising out of or based   
upon any breach of the Servicer's obligations under this Section 8.12(c) or any 
material misstatement or omission, negligence, bad faith or willful misconduct  
of the Servicer in connection therewith. If the indemnification provided for in 
the preceding sentence is unavailable or insufficient to hold harmless any      
indemnified party, then (i) the Trustee agrees in connection with a breach of   
the Trustee's obligations under this Section 8.12(c) or the Trustee's           
negligence, bad faith or willful misconduct in connection therewith that it     
shall contribute to the amount paid or payable by the Depositor as a result of  
the losses, claims, damages or liabilities of the Depositor in such proportion  
as is appropriate to reflect the relative fault of the Depositor, on the one    
hand, and the Trustee, on the other, and (ii) the Servicer agrees that it shall 
contribute to the amount paid or payable by such indemnified party as a result  
of the losses, claims, damages or liabilities of such indemnified party in such 
proportion as is appropriate to reflect the relative fault of such indemnified  
party, on the one hand, and the Servicer, on the other hand, in connection with 
a breach of the Servicer's obligations under this Section 8.12(c) or any        
material misstatement or omission, negligence, bad faith or willful misconduct  
of the Servicer in connection therewith.                                        

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

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

          Section 8.13 Tax Classification of the Excess Reserve Fund Account
and the Cap Agreements. For federal income tax purposes, the Trustee shall treat
the Excess Reserve Fund Account, the Cap Agreements and the Interest Rate Swap  
Agreement as beneficially owned by the holders of the Class X Certificates and  
shall treat such portion of the Trust Fund as a grantor trust, within the       
meaning of subpart E, Part I of subchapter J of the Code. The Trustee shall     
treat the rights that each Class of LIBOR Certificates has to receive payments  
of Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account and, to
the extent not paid from the Excess Reserve Fund Account from the Swap Account, 
as rights to receive payments under an interest rate cap contract written by the
Class X Certificateholders in favor of each such Class and beneficially owned by
each such Class through the grantor trust. Accordingly, each Class of           
Certificates (excluding the Class X, Class P and Class R Certificates) will be  
comprised of two components - an Upper Tier REMIC Regular Interest and an       
interest in an interest rate cap contract, and the Class X Certificates will be 
comprised of four components -two Upper Tier REMIC Regular Interests, the Cap   
Agreements, an interest in the Excess Reserve Fund Account, subject to          
obligation to pay Basis Risk Carry Forward Amounts and ownership of the Swap    
Account and the Interest Rate Swap Agreement, subject to the obligation to pay  
Basis Risk Carry Forward Amounts. The Trustee shall allocate the issue price for
a Class of Certificates among the respective components for purposes of         
determining the issue price of the Upper Tier REMIC Regular Interest component  
based on information received from the Depositor.                               

            Holders of LIBOR Certificates shall also be treated as having agreed
to pay, on each Distribution Date, to the Holders of the Class X Certificates an
aggregate amount equal to the excess, if any, of (i) Net Swap Payments and Swap 
Termination Payments (other than Defaulted Swap Termination Payments) over (ii) 
the sum of amounts payable on the Class X Interest available for such payments  
and amounts payable on the Class IO Interest (such excess, a "Class IO          
Shortfall"), first from interest and then from principal distributable on the   
LIBOR Certificates. A Class IO Shortfall payable from interest collections shall
be allocated pro rata among such LIBOR Certificates based on the amount of      
interest otherwise payable to such Class of LIBOR Certificates, and a Class IO  
Shortfall payable from principal collections shall be allocated in reverse      
sequential order beginning with the most subordinate Class of LIBOR Certificates
then outstanding.                                                               

    Any payments of Class IO Shortfalls shall be treated for tax
purposes as having been received by the Holders of such Class of LIBOR          
Certificates in respect of the corresponding Upper-Tier Regular Interest and as 
having been paid by such Holders to the Holders of the Class X Certificates     
through the Swap Account.                                                       

ARTICLE IX

 TERMINATION

    Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Servicer and the Trustee created hereby with respect to the  
Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the
Optional Termination Date, by the Servicer of all Mortgage Loans (and REO       
Properties) at the price (the "Termination Price") equal to the sum of (i) 100% 
of the unpaid principal balance of each Mortgage Loan (other than in respect of 
REO Property) plus accrued and unpaid interest thereon at the applicable        
Mortgage Rate, (ii) the lesser of (x) the appraised value of any REO Property as
determined by the higher of two appraisals completed by two independent         
appraisers selected by the Servicer at the expense of the Servicer and (y) the  
unpaid 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, (iii) all unreimbursed P&I Advances, Servicing Advances and               
indemnification payments payable to the Servicer, (iv) any Swap Termination     
Payment, other than a Defaulted Swap Termination Payment, owed to the Swap      
Provider pursuant to the Interest Rate Swap Agreement, and (v) any unreimbursed 
indemnification payments payable to the Trustee under this Agreement 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.                                                                

          Notwithstanding anything to the contrary contained herein, no such
purchase by the Servicer shall be permitted unless (i) after distribution of the
proceeds thereof to the Certificateholders (other than the Holders of the Class 
X, Class P and Residual Certificates) pursuant to Section 9.02, the distribution
of the remaining proceeds to the Class X and Class P Certificates is sufficient 
to pay the outstanding principal amount of and accrued and unpaid interest on   
the NIM Securities, to the extent the NIM Securities are then outstanding, or   
(ii) prior to such purchase, the Servicer remits to the Trustee an amount that, 
together with such remaining proceeds, will be sufficient to pay the outstanding
principal amount of, and accrued and unpaid interest on, the NIM Securities, to 
the extent the NIM Securities are then outstanding.                             

      Section 9.02 Final Distribution on the Certificates. If on any
Remittance Date, the Servicer determines that there are no Outstanding Mortgage 
Loans and no other funds or assets in the Trust Fund other than the funds in the
Collection Account, the Servicer shall direct the Trustee promptly to send a    
Notice of Final Distribution to each Certificateholder and the Swap Provider. If
the Servicer elects to exercise its option to purchase the Mortgage Loans       
pursuant to clause (a) of Section 9.01, at least 20 days prior to the date the  
Notice of Final Distribution is to be mailed to the affected Certificateholders,
the Servicer shall notify the Depositor and the Trustee of (a) the date on which
the Servicer intends to exercise such purchase option and (b) the Termination   
Price.                                                                          

           A Notice of Final Distribution, specifying the Distribution Date on
which Certificateholders may 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 of such final distribution. Any such Notice of   
Final Distribution 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 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 will give such Notice of Final Distribution to each      
Rating Agency at the time such Notice of Final Distribution is given to         
Certificateholders.                                                             

    In the event such Notice of Final Distribution is given, the
Servicer shall cause all funds in the Collection Account to be remitted to the  
Trustee for deposit in the Distribution Account on the Business Day prior to the
applicable Distribution Date in an amount equal to the final distribution in    
respect of the Certificates. Upon such final deposit with respect to the Trust  
Fund and the receipt by the Trustee of a Request for Release therefor, the      
Trustee shall promptly release to the Servicer the Custodial Files for the      
Mortgage Loans.                                                                 

        Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class (after    
reimbursement of all amounts due to the Servicer, the Depositor and the Trustee 
hereunder), in each case on the final Distribution Date and in the order set    
forth in Section 4.02, in proportion to their respective Percentage Interests,  
with respect to Certificateholders of the same Class, up to an amount equal to  
(i) as to each Class of Regular Certificates (except the Class X Certificates), 
the Certificate Balance thereof plus for each such Class and the Class X        
Certificates accrued interest thereon in the case of an interest-bearing        
Certificate and all other amounts to which such Classes are entitled pursuant to
Section 4.02 and (ii) as to the Residual Certificates, the amount, if any, which
remains on deposit in the Distribution Account (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 Notice of Final Distribution, 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 such 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 R Certificateholders shall be entitled to all unclaimed funds and     
other assets of the Trust Fund which remain subject hereto.                     

          Section 9.03 Additional Termination Requirements. In the event the
Servicer exercises its purchase option with respect to the Mortgage Loans as    
provided in Section 9.01, 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 Servicer, 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 Trust REMIC as   
defined in Section 860F of the Code or (ii) cause any Trust REMIC to fail to    
qualify as a REMIC at any time that any Certificates are outstanding:           

         (a) The Trustee shall sell all of the assets of the Trust Fund to
the Servicer, and, within 90 days of such sale, shall distribute to the         
Certificateholders the proceeds of such sale in complete liquidation of each of 
the Trust REMICs; and                                                           

            (b) The Trustee shall attach a statement to the final federal income
tax return for each of the Trust REMICs stating that pursuant to Treasury       
Regulations Section 1.860F-1, the first day of the 90-day liquidation period for
each such REMIC was the date on which the Trustee sold the assets of the Trust  
Fund to the Servicer.                                                           

ARTICLE X 

MISCELLANEOUS PROVISIONS

           Section 10.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Responsible Party, the Servicer 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 or the 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 clause (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), adversely    
affect in any material respect the interests of any Certificateholder; provided,
further, that any such action pursuant to clause (iv) or (v) above shall not be 
deemed to adversely affect in any material respect the interests of the         
Certificateholders 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 Responsible Party and
the Servicer also may at any time and from time to time amend this Agreement,   
but 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 each Trust REMIC under the Code, (ii) avoid or    
minimize the risk of the imposition of any tax on any Trust REMIC 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 Servicer, the Responsible Party and the Trustee, with the consent
of the PMI Insurer to the extent the amendment would materially and adversely   
affect the PMI Insurer, but with the consent of the Holders of Certificates     
evidencing Percentage Interests aggregating not less than 66(2)/3% 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 not less than 66(2)/3% or (iii) reduce the aforesaid      
percentages of Certificates the Holders of which are required to consent to any 
such amendment, without the consent of the Holders of all such Certificates then
outstanding.                                                                    

     Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless (i) it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, to the effect that such amendment will not    
cause the imposition of any tax on any Trust REMIC or the Certificateholders or 
cause any such REMIC to fail to qualify as a REMIC or the grantor trust to fail 
to qualify as a grantor trust at any time that any Certificates are outstanding 
and (ii) the party seeking such amendment shall have provided written notice to 
the Rating Agencies (with a copy of such notice to the Trustee) of such         
amendment, stating the provisions of the Agreement to be amended.               

            Notwithstanding the foregoing provisions of this Section 10.01, with
respect to any amendment that significantly modifies the permitted activities of
the Trustee or the Servicer, any Certificate beneficially owned by the Depositor
shall be deemed not to be outstanding (and shall not be considered when         
determining the percentage of Certificateholders consenting or when calculating 
the total number of Certificates entitled to consent) for purposes of           
determining if the requisite consents of Certificateholders under this Section  
10.01 have been obtained.                                                       

       Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written  
notification of the substance or a copy of such amendment to each               
Certificateholder 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 Mortgaged Properties are situated, and in any other appropriate      
public recording office or elsewhere, such recordation to be effected by the    
Servicer at the direction and expense of the Depositor, but only upon receipt of
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 HERETO AND THE              
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.            

           Section 10.04 Intention of Parties. It is the express intent of the
parties hereto that the conveyance (i) of the Mortgage Loans by the Depositor   
and (ii) of the Trust Fund by the Depositor to the Trustee each be, and be      
construed as, an absolute sale thereof. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in the event 
that, notwithstanding the intent of the parties, such assets are held to be the 
property of the Depositor, as the case may be, or if for any other reason this  
Agreement is held or deemed to create a security interest in either such assets,
then (i) this Agreement shall be deemed to be a security agreement within the   
meaning of the Uniform Commercial Code of the State of New York and (ii) the    
conveyances provided for in this Agreement shall be deemed to be an assignment  
and a grant by the Depositor to the Trustee, for the benefit of the             
Certificateholders, of a security interest in all of the assets transferred,    
whether now owned or hereafter acquired.                                        

           The Depositor, for the benefit of the Certificateholders, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in  
the Trust Fund, such security interest would be deemed to be a perfected        
security interest of first priority under applicable law and will be maintained 
as such throughout the term of the Agreement. The Depositor shall arrange for   
filing any Uniform Commercial Code continuation statements in connection with   
any security interest granted or assigned to the Trustee for the benefit of the 
Certificateholders.                                                             

            Section 10.05 Notices. (a) The Trustee shall use its best efforts to
promptly provide notice to each Rating Agency with respect to each of the       
following of which it has actual knowledge:                                     

1.    Any material change or amendment to this Agreement;           

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

   3.    The resignation or termination of the Servicer or the Trustee and
the appointment of any successor;                       

      4.    The repurchase or substitution of Mortgage Loans pursuant to Section
2.03; and                                               

5.    The final payment to Certificateholders.                      

         (b) In addition, the Trustee shall promptly make available on its
internet website to each Rating Agency copies of the following:                 

  1.    Each report to Certificateholders described in Section 4.03; and

 2.    Any notice of a purchase of a Mortgage Loan pursuant to Section
2.02, 2.03 or 3.11.                                     

            (c) All directions, demands, consents 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, Securitized Asset Backed Receivables LLC, 200 Park   
Avenue, New York, New York 10166, Attention: General Counsel, Facsimile: (212)  
412-7519, or such other address as the Depositor may hereafter furnish to the   
Servicer and the Trustee; (b) in the case of the Servicer, Countrywide Home     
Loans Servicing LP, 7105 Corporate Drive, Plano, Texas 75024, Attention: Mark   
Wong, Facsimile: (805) 520-5623, or such other address as may be hereafter      
furnished to the Depositor and the Trustee; (c) in the case of the Loan         
Performance Advisor, MortgageRamp Inc., 7000 Central Parkway, Suite 800,        
Atlanta, Georgia 30328, Attention: Ken Beyer, Facsimile: (770) 394-6068, or such
other address as may be hereafter furnished to the Depositor, the Servicer and  
the Trustee; (d) in the case of the Responsible Party, Fremont Investment &     
Loan, 2727 East Imperial Highway, Brea, California 92821, Attention: Jeff       
Crusinberry, Facsimile: (714) 961-5250, or such other address as may be         
hereafter furnished to the Depositor, the Servicer and the Trustee; (e) in the  
case of the Trustee to Wells Fargo Bank, National Association, 9062 Old         
Annapolis Road, Columbia, Maryland 21045 Attention: Client Manager              
SABR-2005-FR2, Facsimile: (410) 715-2380, with a copy to P.O. Box 98, Columbia, 
Maryland 21046, Attention: Client Manager SABR-2005-FR2, and a separate copy to 
Sixth Street and Marquette Ave., Minneapolis, Minnesota 55479-0113, Attention:  
Corporate Trust Services SABR-2005-FR2, or in each case such other address as   
the Trustee may hereafter furnish to the Depositor, the Responsible Party or    
Servicer; and (f) in the case of each of the Rating Agencies, the address       
specified therefor in the definition corresponding to the name of such Rating   
Agency. 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 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 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 10.07, each and every Certificateholder and the  
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

            Section 10.08 Inspection and Audit Rights. The Servicer agrees that,
on reasonable prior notice, it will permit any representative of the Depositor  
or the Trustee during the Servicer's normal business hours, to examine all the  
books of account, records, reports and other papers of the Servicer relating to 
the Mortgage Loans, to make copies and extracts therefrom, to cause such books  
to be audited by independent certified public accountants selected by the       
Depositor or the Trustee and to discuss its affairs, finances and accounts      
relating to the Mortgage Loans with its officers, employees and independent     
public accountants (and by this provision the Servicer hereby authorizes said   
accountants to discuss with such representative such affairs, finances and      
accounts), all at such reasonable times and as often as may be reasonably       
requested. Any out-of-pocket expense of the Servicer incident to the exercise by
the Depositor or the Trustee of any right under this Section 10.08 shall be     
borne by the Servicer.                                                          

          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.         

            Section 10.10 Assignment; Sales; Advance Facilities. Notwithstanding
anything to the contrary contained herein, except as provided in Section 6.02,  
this Agreement may not be assigned by the Servicer without the prior written    
consent of the Trustee and Depositor; provided, however, the Servicer is hereby 
authorized to enter into an Advance Facility under which (1) the Servicer sells,
assigns or pledges to an Advancing Person the Servicer's rights under this      
Agreement to be reimbursed for any P&I Advances or Servicing Advances ("Advance 
Reimbursement Amounts") and/or (2) an Advancing Person agrees to fund some or   
all P&I Advances or Servicing Advances required to be made by the Servicer      
pursuant to this Agreement. No consent of the Trustee, Certificateholders or any
other party is required before the Servicer may enter into an Advance Facility. 
Notwithstanding the existence of any Advance Facility under which an Advancing  
Person agrees to fund P&I Advances and/or Servicing Advances on the Servicer's  
behalf, the Servicer shall remain obligated pursuant to this Agreement to make  
P&I Advances and Servicing Advances pursuant to and as required by this         
Agreement, and shall not be relieved of such obligations by virtue of such      
Advance Facility.                                                               

        Advance Reimbursement Amounts shall consist solely of amounts in
respect of P&I Advances and/or Servicing Advances made with respect to the      
Mortgage Loans for which the Servicer would be permitted to reimburse itself in 
accordance with this Agreement, assuming the Servicer had made the related P&I  
Advance(s) and/or Servicing Advance(s). The Trustee shall not have any duty or  
liability with respect to the calculation of any Advance Reimbursement Amount.  
The Trustee shall also not have any responsibility to track or monitor the      
administration of the Advance Facility or the payment of Advance Reimbursement  
Amounts to the related Advancing Person.                                        

         The Servicer shall maintain and provide to any successor Servicer
and (upon request) the Trustee a detailed accounting on a loan-by-loan basis as 
to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing 
Person. The successor Servicer shall be entitled to rely on any such information
provided by the predecessor Servicer, and the successor Servicer shall not be   
liable for any errors in such information.                                      

      An Advancing Person who purchases or receives an assignment or
pledge of the rights to be reimbursed for P&I Advances and/or Servicing         
Advances, and/or whose obligations hereunder are limited to the funding of P&I  
Advances and/or Servicing Advances shall not be required to meet the criteria   
for qualification of a Subservicer set forth in this Agreement.                 

            Advance Reimbursement Amounts allocated to reimburse P&I Advances or
Servicing Advances made with respect to any particular Mortgage Loan shall be   
allocated to the reimbursement of the unreimbursed P&I Advances or Servicing    
Advances (as the case may be) made with respect to such Mortgage Loan on a      
"first-in, first out" ("FIFO") basis, such that the Advance Reimbursement       
Amounts shall be applied to reimburse the P&I Advance or Servicing Advance (as  
the case may be) for such Mortgage Loan that was disbursed earliest in time     
first, and to reimburse the P&I Advance or Servicing Advance (as the case may   
be) for such Mortgage Loan that was disbursed latest in time last. Liquidation  
Proceeds and Subsequent Recoveries with respect to a Mortgage Loan shall be     
applied to reimburse Servicing Advances outstanding with respect to such        
Mortgage Loan before being applied to reimburse P&I Advances outstanding with   
respect to such Mortgage Loan. The Servicer shall provide to the related        
Advancing Person, the Advance Facility trustee (or to any designee of either)   
loan-by-loan information with respect to each Advance Reimbursement Amount      
remitted to such Advancing Person, Advance Facility trustee or designee, to     
enable the Advancing Person or Advance Facility trustee to make the FIFO        
allocation of each such Advance Reimbursement Amount with respect to each       
Mortgage Loan. The Servicer shall remain entitled to be reimbursed by the       
Advancing Person or Advance Facility trustee for all P&I Advances and Servicing 
Advances funded by the Servicer to the extent the related rights to be          
reimbursed therefor have not been sold, assigned or pledged to an Advancing     
Person. The Servicer shall indemnify the Trustee and the Trust Fund for any     
loss, liability or damage resulting from any claim by the related Advancing     
Person.                                                                         

        Any amendment to this Section 10.10 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an   
Advance Facility as described generally in this Section 10.10, including        
amendments to add provisions relating to a successor Servicer, may be entered   
into by the Trustee and the Servicer without the consent of any                 
Certificateholder, notwithstanding anything to the contrary in this Agreement   
upon receipt by the Trustee of an Opinion of Counsel that such amendment has no 
material adverse effect on the Certificateholders or written confirmation from  
the Rating Agencies that such amendment will not adversely affect the ratings on
the Certificates. All reasonable costs and expenses (including attorney's fees) 
of each party hereto of any such amendment shall be borne by the Servicer.      

      Prior to entering into an Advance Facility, the Servicer shall
notify the Advancing Person in writing that (1) the Trustee and the Trust are   
not obligated or liable to repay any Advances financed by the Advancing Person  
and (2) the Trustee shall not have any responsibility to track or monitor the   
administration of the Advance Facility between the Servicer and the Advancing   
Person.                                                                         

            Section 10.11 Rule of Construction. Article and section headings are
for the convenience of the reader and shall not be considered in interpreting   
this Pooling and Servicing Agreement or the intent of the parties hereto.       

        Section 10.12 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE    
LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR   
RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED      
BEFORE A JUDGE SITTING WITHOUT A JURY.                                          

          Section 10.13 Rights of the Swap Provider. The Swap Provider shall
be deemed a third-party beneficiary of this Agreement to the same extent as if  
it were a party hereto and shall have the right to enforce its rights under this
Agreement.                                                                      

[SIGNATURE PAGE FOLLOWS]

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       IN WITNESS WHEREOF, the Depositor, the Trustee, the Responsible
Party, the Servicer and the Loan Performance Advisor have caused their names to 
be signed hereto by their respective officers thereunto duly authorized as of   
the day and year first above written.                                           

                                      SECURITIZED ASSET BACKED RECEIVABLES LLC

                  By: /s/ Paul Menefee
                                          --------------------------------------
                       Name:  Paul Menefee
                   Title: Director

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                    solely as Trustee and not in its
                       individual capacity

               By: /s/ Amy Doyle
                                          --------------------------------------
                    Name:  Amy Doyle
                         Title: Vice President

                       FREMONT INVESTMENT & LOAN

                      By: /s/ Jeff Crusinberry
                                          --------------------------------------
                           Name:  Jeff Crusinberry
              Title: SVP

                                 COUNTRYWIDE HOME LOANS SERVICING LP

                       By: Countrywide GP, Inc.,
                                          --------------------------------------
                       its general partner

                  By: /s/ Jordan Cohen
                                          --------------------------------------
                       Name:  Jordan Cohen
                         Title: Vice President

               MORTGAGERAMP INC.

                      By: /s/ D. Keith Gettman
                                          --------------------------------------
                           Name:  D. Keith Gettman
              Title: EMD

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SCHEDULE I

Mortgage Loan Schedule

 (Available Upon Request to the Depositor)

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 SCHEDULE II

 Mortgage Pass-Through Certificates,

 Series 2005-FR3

Representations and Warranties of the Servicer

The Servicer hereby makes the representations and warranties set forth in this  
Schedule II to the Depositor and the Trustee, as of the Closing Date.           

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

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

    (3) The execution and delivery of this Pooling and Servicing
 Agreement by the Servicer, the servicing of the Mortgage Loans by the
    Servicer hereunder, the consummation by the Servicer of any other of the
  transactions herein contemplated, and the fulfillment of or compliance
with the terms hereof are in the ordinary course of business of the 
    Servicer and will not (A) result in a breach of any term or provision of
     the organizational documents of the Servicer or (B) conflict with, result
    in a breach, violation or acceleration of, or result in a default under,
the terms of any other material agreement or instrument to which the
 Servicer is a party or by which it may be bound, or any law, statute,
     rule, order, regulation, judgment or decree applicable to the Servicer of
  any court, regulatory body, administrative agency or governmental body
      having jurisdiction over the Servicer; and the Servicer is not a party to,
      bound by, or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any law, statute, rule,
order, regulation, judgment or decree of any court, regulatory body,
   administrative agency or governmental body having jurisdiction over it,
   which materially and adversely affects or, to the Servicer's knowledge,
   would in the future materially and adversely affect, (x) the ability of
    the Servicer to perform its obligations under this Pooling and Servicing
      Agreement or (y) the business, operations, financial condition, properties
or assets of the Servicer taken as a whole;                         

         (4) The Servicer is an approved seller/servicer for Fannie Mae or
   Freddie Mac and is a HUD-approved mortgagee pursuant to Section 203 and
Section 211 of the National Housing Act;                            

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

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

           (7) The Servicer covenants that its computer and other systems used
      in servicing the Mortgage Loans operate in a manner such that the Servicer
can service the Mortgage Loans in accordance with the terms of this 
Pooling and Servicing Agreement; and                                

          (8) With respect to each Mortgage Loan, to the extent the Servicer
serviced such Mortgage Loan and to the extent the Servicer provided 
    monthly reports to the three credit repositories, the Servicer has fully
furnished, in accordance with the Fair Credit Reporting Act and its 
implementing regulations, accurate and complete information (i.e.,  
favorable and unfavorable) on its borrower credit files to Equifax, 
     Experian, and Trans Union Credit Information Company (three of the credit
repositories), on a monthly basis.                                  

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SCHEDULE III

 Mortgage Pass-Through Certificates,
 Series 2005-FR3

Representations and Warranties of the Responsible Party as to the Mortgage Loans

  The Responsible Party hereby makes the representations and
warranties set forth in this Schedule III as to the Mortgage Loans only, to the 
Depositor and the Trustee, as of the Closing Date or such other date as may be  
specified below.                                                                

           (a) Mortgage Loans as Described. Except with respect to information
    regarding the PMI Policy, the information set forth in the Mortgage Loan
Schedule is complete, true and correct;                             

            (b) Payments Current. As of the Cut-off Date, except with respect to
      the Mortgage Loans identified on Schedule III-A, (i) all payments required
     to be made up to the related Closing Date for the Mortgage Loan under the
terms of the Mortgage Note, other than payments not yet 30 days     
 delinquent, have been made and credited, and (ii) no payment required
     under the Mortgage Loan is 30 days or more delinquent nor has any payment
     under the Mortgage Loan been 30 days or more delinquent at any time since
the origination of the Mortgage Loan;                               

     (c) No Outstanding Charges. As of the Cut-off Date, except as
described in paragraph (b) above with respect to the Mortgage Loans 
    identified on Schedule III-A, (i) except for payments due but not yet 30
     days delinquent, there are no defaults in complying with the terms of the
  Mortgage, and 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 an escrow of
    funds has been established in an amount sufficient to pay for every such
    item which remains unpaid and which has been assessed but is not yet due
  and payable. The Responsible Party has not advanced funds, or induced,
      solicited or knowingly received any advance of funds by a party other than
the Mortgagor, directly or indirectly, for the payment of any amount
   required under the Mortgage Loan, except for interest accruing from the
  date of the Mortgage Note or date of disbursement of the Mortgage Loan
      proceeds, whichever is earlier, to the day which precedes by one month the
related Due Date of the first installment of principal and interest;

         (d) Original Terms Unmodified. The terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any 
      respect, from the date of origination except by a written instrument which
      has been recorded, if necessary to protect the interests of the Purchaser,
and which has been delivered to the Trustee, as custodian (in such  
  capacity, the "Custodian"), under the Custodial Agreement, dated as of
November 1, 2004, among the Purchaser, the Responsible Party and the
Custodian (the "Custodial Agreement"), 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 title insurer, if any,
    to the extent required by the policy, and its terms are reflected on the
     Mortgage Loan Schedule, if applicable. No Mortgagor has been released, in
whole or in part, except in connection with an assumption agreement,
    approved by the title insurer, to the extent required by the policy, and
     which assumption agreement is part of the Mortgage Loan File delivered to
   the Custodian and the terms of which are reflected in the Mortgage Loan
Schedule;                                                           

         (e) No Defenses. The Mortgage Loan is 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 either the Mortgage Note or the Mortgage unenforceable, in whole or
     in part and no such right of rescission, set-off, counterclaim or defense
has been asserted with respect thereto;                             

        (f) Hazard Insurance. Pursuant to the terms of the Mortgage, all
      buildings or other improvements upon the Mortgaged Property are insured by
    a generally acceptable insurer against loss by fire, hazards of extended
coverage and such other hazards as are provided for generally in the
 secondary market, as well as all additional requirements set forth in
Section 2.10 of the Interim Servicing Agreement. If required by the 
   National Flood Insurance Act of 1968, as amended, each Mortgage Loan is
covered by a flood insurance policy meeting the requirements of the 
    current guidelines of the Federal Insurance Administration as in effect,
   as well as all additional requirements set forth in Section 2.10 of the
    Interim Servicing Agreement. All individual insurance policies contain a
     standard mortgagee clause naming the Responsible Party and its successors
  and assigns as mortgagee, and all premiums thereon have been paid. The
Mortgage obligates the Mortgagor thereunder to maintain the hazard  
insurance policy at the Mortgagor's cost and expense, and on the    
  Mortgagor's failure to do so, authorizes the holder of the Mortgage to
    obtain and maintain such insurance at such Mortgagor's cost and expense,
    and to seek reimbursement therefor from the Mortgagor. Where required by
   state law or regulation, the Mortgagor has been given an opportunity to
    choose the carrier of the required hazard insurance, provided the policy
is not a "master" or "blanket" hazard insurance policy covering a   
      condominium, or any hazard insurance policy covering the common facilities
   of a planned unit development. The hazard insurance policy is the valid
   and binding obligation of the insurer, is in full force and effect, and
      will be in full force and effect and inure to the benefit of the Purchaser
     upon the consummation of the transactions contemplated by this Agreement.
 The Responsible Party has not engaged in, and has no knowledge of the
     Mortgagor's having engaged in, any act or omission which would impair the
     coverage of any such policy, the benefits of the endorsement provided for
   herein, or the validity and binding effect of either including, without
limitation, no unlawful fee, commission, kickback or other unlawful 
    compensation or value of any kind has been or will be received, retained
    or realized by any attorney, firm or other person or entity, and no such
      unlawful items have been received, retained or realized by the Responsible
Party;                                                              

            (g) Compliance with Applicable Laws. 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, disclosure and all predatory and
    abusive lending laws applicable to the Mortgage Loan, including, without
      limitation, any provisions relating to Prepayment Charges and the Illinois
Interest Act, have been complied with, the consummation of the      
  transactions contemplated hereby will not involve the violation of any
     such laws or regulations, and the Responsible Party shall maintain in its
      possession, available for the Purchaser's or the Trustee's inspection, and
  shall deliver to the Purchaser or the Trustee upon demand, evidence of
compliance with all such requirements;                              

  (h) No Satisfaction of Mortgage. The Mortgage has not been
    satisfied, canceled, subordinated or rescinded, in whole or in part, and
the Mortgaged Property has not been released from the lien of the   
    Mortgage, in whole or in part, nor has any instrument been executed that
     would effect any such release, cancellation, subordination or rescission.
    The Responsible Party has not waived the performance by the Mortgagor of
     any action, if the Mortgagor's failure to perform such action would cause
    the Mortgage Loan to be in default, nor has the Responsible Party waived
any default resulting from any action or inaction by the Mortgagor; 

            (i) Type of Mortgaged Property. With respect to a Mortgage Loan that
   is not a Co-op Loan, the Mortgaged Property is a fee simple estate or a
      leasehold estate located in a jurisdiction in which the use of a leasehold
estate for residential properties is a widely accepted practice that
      consists of a single parcel of real property with a detached single family
residence erected thereon, or a two- to four-family dwelling, or an 
   individual residential condominium unit in a condominium project, or an
     individual unit in a planned unit development, or an individual unit in a
    residential cooperative housing corporation; provided, however, that any
 condominium unit, planned unit development or residential cooperative
  housing corporation shall conform with the Underwriting Guidelines. No
   portion of the Mortgaged Property (or underlying Mortgaged Property, in
    the case of a Co-op Loan) is used for commercial purposes, and since the
   date of origination, no portion of the Mortgaged Property has been used
      for commercial purposes; provided, that Mortgaged Properties which contain
     a home office or other business shall not be considered as being used for
      commercial purposes as long as the Mortgaged Property has not been altered
     for commercial purposes and is not storing any chemicals or raw materials
   other than those commonly used for homeowner repair, maintenance and/or
 household purposes. None of the Mortgaged Properties are manufactured
   homes, log homes, mobile homes, geodesic domes or other unique property
types;                                                              

            (j) Valid First or Second Lien. The Mortgage is a valid, subsisting,
     enforceable and perfected, first lien (with respect to a First Lien Loan)
or second lien (with respect to a Second Lien Loan) on the Mortgaged
Property, including all buildings and improvements on the Mortgaged 
Property and all installations and mechanical, electrical, plumbing,
heating and air conditioning systems located in or annexed to such  
  buildings, and all additions, alterations and replacements made at any
   time with respect to the foregoing. The lien of the Mortgage is subject
only to:                                                            

          (i) with respect to a Second Lien Loan only, the lien of the first
mortgage on the Mortgaged Property;                                 

            (ii) the lien of current real property taxes and assessments not yet
due and payable;                                                    

    (iii) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of  
   recording acceptable to prudent mortgage lending institutions generally
and specifically referred to in the lender's title insurance policy 
 delivered to the originator of the Mortgage Loan and (a) specifically
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 set forth in such appraisal; and

        (iv) 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
      a valid, subsisting, enforceable and perfected first lien (with respect to
      a First Lien Loan) or second lien (with respect to a Second Lien Loan) and
 first priority (with respect to a First Lien Loan) or second priority
  (with respect to a Second Lien Loan) security interest on the property
  described therein and the Responsible Party has full right to sell and
assign the same to the Purchaser.                                   

          (k) Valid First or Second Priority Security Interest. With respect
to any Co-op Loan, the related Mortgage is a valid, subsisting,     
     enforceable and perfected, first priority security interest (with respect
    to a First Lien Loan) or second priority security interest (with respect
 to a Second Lien Loan) on the related cooperative shares securing the
Mortgage Note, subject only to (a) liens of the related residential 
   cooperative housing corporation for unpaid assessments representing the
     Mortgagor's pro rata share of the related residential cooperative housing
    corporation's payments for its blanket mortgage, current and future real
      property taxes, insurance premiums, maintenance fees and other assessments
 to which like collateral is commonly subject and (b) other matters to
which like collateral is commonly subject which do not materially   
interfere with the benefits of the security interest intended to be 
provided by the related Security Agreement;                         

        (l) Request for Notice; No Consent Required. With respect to any
      Second Lien Loan, where required or customary in the jurisdiction in which
the Mortgaged Property is located, the original lender has filed for
record a request for notice of any action by the related senior     
    lienholder, and the Responsible Party has notified the senior lienholder
in writing of the existence of the Second Lien Loan and requested   
      notification of any action to be taken against the Mortgagor by the senior
     lienholder. Either (a) no consent for the Second Lien Loan is required by
      the holder of the related first lien or (b) such consent has been obtained
and is contained in the Mortgage File;                              

     (m) Validity of Mortgage Documents. The Mortgage Note and the
     Mortgage and any other agreement executed and delivered by a Mortgagor in
     connection with a Mortgage Loan are genuine, and each is the legal, valid
      and binding obligation of the maker thereof enforceable in accordance with
its terms (including, without limitation, any provisions relating to
   Prepayment Charges). All parties to the Mortgage Note, the Mortgage and
 any other such related agreement had legal capacity to enter into the
    Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage
     and any such agreement, and the Mortgage Note, the Mortgage and any other
     such related agreement have been duly and properly executed by other such
     related parties. No fraud, error, omission, misrepresentation, negligence
    or similar occurrence with respect to a Mortgage Loan has taken place on
   the part of the Responsible Party in connection with the origination of
   the Mortgage Loan or in the application of any insurance in relation to
such Mortgage Loan. No fraud, error, omission, misrepresentation,   
      negligence or similar occurrence in connection with the origination of the
     Mortgage Loan or in the application for any insurance in relation to such
      Mortgage Loan has taken place on the part of any Person, including without
      limitation, the Mortgagor, any appraiser, any builder or developer, or any
      other party involved with such actions. The Responsible Party has reviewed
  all of the documents constituting the Servicing File and has made such
   inquiries as it deems necessary to make and confirm the accuracy of the
representations set forth herein;                                   

            (n) Full Disbursement of Proceeds. The Mortgage Loan has been closed
     and the proceeds of the Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder, and any and all   
    requirements as to completion of any on-site or off-site improvement and
     as to disbursements of any escrow funds therefor have been complied with.
   All costs, fees and expenses incurred in making or closing the Mortgage
      Loan and the recording of the Mortgage were paid, and the Mortgagor is not
     entitled to any refund of any amounts paid or due under the Mortgage Note
or Mortgage;                                                        

   (o) Ownership. As of the applicable Original Sale Date, the
     Responsible Party was the sole owner of record and holder of the Mortgage
  Loan and the indebtedness evidenced by each Mortgage Note and upon the
sale of the Mortgage Loans to the Purchaser, the Responsible Party  
    retained the Mortgage Files or any part thereof with respect thereto not
     delivered to the Custodian, the Purchaser or the Purchaser's designee, in
    trust only for the purpose of servicing and supervising the servicing of
     each Mortgage Loan. As of the applicable Original Sale Date, the Mortgage
 Loan was not assigned or pledged, and the Responsible Party had good,
     indefeasible and marketable title thereto, and had full right to transfer
and sell the Mortgage Loan to the Purchaser free and clear of any   
    encumbrance, equity, participation interest, lien, pledge, charge, claim
or security interest, and has full right and authority subject to no
     interest or participation of, or agreement with, any other party, to sell
and assign each Mortgage Loan pursuant to the Purchase Agreement and
following the sale of each Mortgage Loan, the Purchaser owned such  
  Mortgage Loan free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest. The     
      Responsible Party intends to relinquish all rights to possess, control and
monitor the Mortgage Loan;                                          

          (p) Doing Business. All parties which have had any interest in the
Mortgage Loan prior to the applicable Original Sale Date, whether as
    mortgagee, assignee, pledgee or otherwise, are (or, during the period in
  which they held and disposed of such interest, were) (1) in compliance
 with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (2) either (i) 
    organized under the laws of such state, or (ii) qualified to do business
     in such state, or (iii) a federal savings and loan association, a savings
   bank or a national bank having a principal office in such state, or (3)
not doing business in such state;                                   

(q) LTV. No Mortgage Loan has an LTV greater than 100%; 

           (r) Title Insurance. With respect to a Mortgage Loan which is not a
Co-op Loan, the Mortgage Loan is covered by an ALTA lender's title  
insurance policy, or with respect to any Mortgage Loan for which the
     related Mortgaged Property is located in California a CLTA lender's title
insurance policy, or other generally acceptable form of policy or   
insurance and each such title insurance policy is issued by a title 
   insurer acceptable to the Purchaser and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring the  
Responsible Party, its successors and assigns, as to the first (with
  respect to a First Lien Loan) or second (with respect to a Second Lien
   Loan) priority lien of the Mortgage in the original principal amount of
     the Mortgage Loan (or to the extent a Mortgage Note provides for negative
   amortization, the maximum amount of negative amortization in accordance
   with the Mortgage), subject only to the exceptions contained in clauses
   (i), (ii), (iii) and (iv) of paragraph (j) of this Schedule III, and in
     the case of Adjustable Rate Mortgage Loans, against any loss by reason of
the invalidity or unenforceability of the lien resulting from the   
provisions of the Mortgage providing for adjustment to the Mortgage 
Interest Rate and Monthly Payment. Where required by state law or   
  regulation, the Mortgagor has been given the opportunity to choose the
carrier of the required mortgage title insurance. Additionally, such
     lender's title insurance policy affirmatively insures ingress and egress,
and against encroachments by or upon the Mortgaged Property or any  
   interest therein. The Responsible Party, its successor and assigns, are
the sole insureds of such lender's title insurance policy, and such 
  lender's title insurance policy is valid and remains in full force and
effect and will be in force and effect upon the consummation of the 
 transactions contemplated by this Agreement. No claims have been made
  under such lender's title insurance policy, and no prior holder of the
  related Mortgage, including the Responsible Party, has done, by act or
     omission, anything which would impair the coverage of such lender's title
insurance policy, including without limitation, no unlawful fee,    
    commission, kickback or other unlawful compensation or value of any kind
    has been or will be received, retained or realized by any attorney, firm
     or other person or entity, and no such unlawful items have been received,
retained or realized by the Responsible Party;                      

       (s) No Defaults. As of the Cut-off Date, except as described in
      paragraphs (b) and (c) above with respect to the Mortgage Loans identified
      on Schedule III-A, (i) other than payments due but not yet 30 days or more
   delinquent, there is no default, breach, violation or event which would
    permit acceleration existing under the Mortgage or the Mortgage Note and
      no event which, with the passage of time or with notice and the expiration
      of any grace or cure period, would constitute a default, breach, violation
 or event which would permit acceleration, and neither the Responsible
     Party nor any of its affiliates nor any of their respective predecessors,
  have waived any default, breach, violation or event which would permit
acceleration;                                                       

            (t) No Mechanics' Liens. 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 the law could give rise to such liens)   
    affecting the related Mortgaged Property which are or may be liens prior
to, or equal or coordinate with, the lien of the related Mortgage;  

        (u) Location of Improvements; No Encroachments. All improvements
     which were considered in determining the Appraised Value of the Mortgaged
    Property lay wholly within the boundaries and building restriction lines
  of the Mortgaged Property, and no improvements on adjoining properties
    encroach upon the Mortgaged Property. No improvement located on or being
   part of the Mortgaged Property is in violation of any applicable zoning
law or regulation;                                                  

           (v) Origination; Payment Terms. The Mortgage Loan was originated by
  a mortgagee approved by the Secretary of Housing and Urban Development
   pursuant to Sections 203 and 211 of the National Housing Act, a savings
  and loan association, a savings bank, a commercial bank, credit union,
  insurance company or other similar institution which is supervised and
examined by a federal or state authority. Principal payments on the 
Mortgage Loan commenced no more than seventy days after funds were  
      disbursed in connection with the Mortgage Loan. The Mortgage Interest Rate
     as well as, in the case of an Adjustable Rate Mortgage Loan, the Lifetime
Rate Cap and the Periodic Cap are as set forth on the Mortgage Loan 
   Schedule. The Mortgage Note is payable in equal monthly installments of
   principal and interest, which installments of interest, with respect to
Adjustable Rate Mortgage Loans, are subject to change due to the    
      adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment
Date, with interest calculated and payable in arrears, sufficient to
 amortize the Mortgage Loan fully by the stated maturity date, over an
original term of not more than thirty years from commencement of    
   amortization. Unless otherwise specified on the Mortgage Loan Schedule,
     the Mortgage Loan is payable on the first day of each month. The Mortgage
Loan does not require a balloon payment on its stated maturity date;

     (w) Customary Provisions. The Mortgage contains customary and
   enforceable provisions such as to render the rights and remedies of the
      holder thereof adequate for the realization against the Mortgaged Property
   of the benefits of the security provided thereby, including, (i) in the
    case of a Mortgage designated as a deed of trust, by trustee's sale, and
    (ii) otherwise by judicial foreclosure. Upon default by a Mortgagor on a
 Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged
  Property pursuant to the proper procedures, the holder of the Mortgage
     Loan will be able to deliver good and merchantable title to the Mortgaged
Property. There is no homestead or other exemption available to a   
Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage,
    subject to applicable federal and state laws and judicial precedent with
respect to bankruptcy and right of redemption or similar law;       

           (x) Conformance with Underwriting Guidelines. The Mortgage Loan was
  underwritten in accordance with the Underwriting Guidelines (a copy of
   which is attached to each related Assignment and Conveyance Agreement).
    The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or
      Fannie Mae and the Responsible Party has not made any representations have
been made to a Mortgagor that are inconsistent with the mortgage    
instruments used;                                                   

          (y) Occupancy of the Mortgaged Property. The Mortgaged Property is
 lawfully occupied under applicable law. All inspections, licenses and
   certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and 
occupancy of the same, including but not limited to certificates of 
    occupancy and fire underwriting certificates, have been made or obtained
from the appropriate authorities. Unless otherwise specified on the 
Mortgage Loan Schedule, the Mortgagor represented at the time of    
origination of the Mortgage Loan that the Mortgagor would occupy the
Mortgaged Property as the Mortgagor's primary residence;            

          (z) No Additional Collateral. The Mortgage Note is not and has not
been secured by any collateral except the lien of the corresponding 
      Mortgage and the security interest of any applicable security agreement or
chattel mortgage referred to in clause (j) above;                   

            (aa) Deeds of Trust. In the event the Mortgage constitutes a deed of
   trust, a trustee, authorized and duly qualified under applicable law to
      serve as such, has been properly designated and currently so serves and is
     named in the Mortgage, and no fees or expenses are or will become payable
by the Purchaser to the trustee under the deed of trust, except in  
connection with a trustee's sale after default by the Mortgagor;    

            (bb) Acceptable Investment. There are no circumstances or conditions
    with respect to the Mortgage, the Mortgaged Property, the Mortgagor, the
    Mortgage File or the Mortgagor's credit standing that to the best of the
      Responsible Party's knowledge, can reasonably be expected to cause private
institutional investors who invest in mortgage loans similar to the 
    Mortgage Loan to regard the Mortgage Loan as an unacceptable investment,
 cause the Mortgage Loan to become delinquent, or adversely affect the
    value or marketability of the Mortgage Loan, or cause the Mortgage Loans
     to prepay during any period materially faster or slower than the mortgage
loans originated by the Responsible Party generally;                

   (cc) Delivery of Mortgage Documents. The Mortgage Note, the
    Mortgage, the Assignment of Mortgage and any other documents required to
  be delivered under the Custodial Agreement for each Mortgage Loan have
      been delivered to the Custodian. The Responsible Party is in possession of
    a complete, true and accurate Mortgage File in compliance with Exhibit A
hereto, except for such documents the originals of which have been  
delivered to the Custodian;                                         

     (dd) Condominiums/Planned Unit Developments. If the Mortgaged
      Property is a condominium unit or a planned unit development (other than a
 de minimis planned unit development) such condominium or planned unit
     development project such Mortgage Loan was originated in accordance with,
and the Mortgaged Property meets the guidelines set forth in the    
Originator's Underwriting Guidelines;                               

           (ee) Transfer of Mortgage Loans. The Assignment of Mortgage (except
      with respect to any Mortgage that has been recorded in the name of MERS or
      its designee) with respect to each Mortgage Loan is in recordable form and
   is acceptable for recording under the laws of the jurisdiction in which
the Mortgaged Property is located;                                  

            (ff) Due-On-Sale. With respect to each Fixed Rate Mortgage Loan, the
  Mortgage contains an enforceable provision for the acceleration of the
     payment of the unpaid principal balance of the Mortgage Loan in the event
that the Mortgaged Property is sold or transferred without the prior
written consent of the mortgagee thereunder, and to the best of the 
Responsible Party's knowledge, such provision is enforceable;       

        (gg) Assumability. With respect to each Adjustable Rate Mortgage
     Loan, if the Mortgage Loan Documents provide that after the related first
      Interest Rate Adjustment Date the related Mortgage Loan is assumable, such
      Mortgage Loan may only be assumed if the party assuming such Mortgage Loan
    meets certain credit requirements stated in the Mortgage Loan Documents;

       (hh) No Buydown Provisions; No Graduated Payments or Contingent
      Interests. The Mortgage Loan does not contain provisions pursuant to which
   Monthly Payments are paid or partially paid with funds deposited in any
    separate account established by the Responsible Party, the Mortgagor, or
   anyone on behalf of the Mortgagor, or paid by any source other than the
Mortgagor nor does it contain any other similar provisions which may
  constitute a "buydown" provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared  
appreciation or other contingent interest feature;                  

          (ii) Consolidation of Future Advances. Any future advances made to
     the Mortgagor prior to the applicable Cut-off Date have been consolidated
  with the outstanding principal amount secured by the Mortgage, and the
   secured principal amount, as consolidated, bears a single interest rate
and single repayment term. The lien of the Mortgage securing the    
    consolidated principal amount is expressly insured as having first (with
  respect to a First Lien Loan) or second (with respect to a Second Lien
  Loan) lien priority by a title insurance policy, an endorsement to the
   policy insuring the mortgagee's consolidated interest or by other title
   evidence acceptable to the Purchaser. The consolidated principal amount
does not exceed the original principal amount of the Mortgage Loan; 

       (jj) Mortgaged Property Undamaged; No Condemnation Proceedings.
 There is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property. The Mortgaged Property is   
     undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
tornado or other casualty so as to affect adversely the value of the
     Mortgaged Property as security for the Mortgage Loan or the use for which
 the premises were intended and each Mortgaged Property is inhabitable
under applicable state and local laws. There have not been any      
condemnation proceedings with respect to the Mortgaged Property;    

 (kk) Collection Practices; Escrow Deposits; Interest Rate
    Adjustments. The origination, servicing and collection practices used by
the Responsible Party and the Interim Servicer with respect to the  
Mortgage Loan have been in all respects in compliance with Accepted 
      Servicing Practices, applicable laws and regulations, and have been in all
 respects legal and proper. With respect to escrow deposits and Escrow
      Payments, all such payments are in the possession of, or under the control
of, the Responsible Party or the Interim Servicer and there exist no
     deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. All Escrow Payments have been 
      collected in full compliance with state and federal law and the provisions
of the related Mortgage Note and Mortgage. An escrow of funds is not
prohibited by applicable law and has been established in an amount  
      sufficient to pay for every item that remains unpaid and has been assessed
    but is not yet due and payable. No escrow deposits or Escrow Payments or
     other charges or payments due the Responsible Party have been capitalized
under the Mortgage or the Mortgage Note. All Mortgage Interest Rate 
      adjustments have been made in strict compliance with state and federal law
  and the terms of the related Mortgage and Mortgage Note on the related
    Interest Rate Adjustment Date. If, pursuant to the terms of the Mortgage
  Note, another index was selected for determining the Mortgage Interest
  Rate, the same index was used with respect to each Mortgage Note which
    required a new index to be selected, and such selection did not conflict
     with the terms of the related Mortgage Note. The Responsible Party or the
      Interim Servicer executed and delivered any and all notices required under
  applicable law and the terms of the related Mortgage Note and Mortgage
     regarding the Mortgage Interest Rate and the Monthly Payment adjustments.
     Any interest required to be paid pursuant to state, federal and local law
has been properly paid and credited;                                

          (ll) Conversion to Fixed Interest Rate. The Mortgage Loan does not
 contain a provision whereby the Mortgagor is permitted to convert the
Mortgage Interest Rate from an adjustable rate to a fixed rate;     

         (mm) Other Insurance Policies; No Defense to Coverage. No action,
      inaction or event has occurred and no state of facts exists or has existed
   on or prior to the Closing Date that has resulted or will result in the
  exclusion from, denial of, or defense to coverage under any applicable
      hazard insurance policy or bankruptcy bond (including, without limitation,
any exclusions, denials or defenses which would limit or reduce the 
availability of the timely payment of the full amount of the loss   
  otherwise due thereunder to the insured), irrespective of the cause of
  such failure of coverage. In connection with the placement of any such
    insurance, no commission, fee, or other compensation has been or will be
      received by the Responsible Party or by any officer, director, or employee
    of the Responsible Party or any designee of the Responsible Party or any
   corporation in which the Responsible Party or any officer, director, or
employee had a financial interest at the time of placement of such  
insurance;                                                          

   (nn) No Violation of Environmental Laws. To the best of the
   Responsible Party's knowledge, there is no pending action or proceeding
  directly involving the Mortgaged Property in which compliance with any
    environmental law, rule or regulation is an issue; there is no violation
     of any environmental law, rule or regulation with respect to the Mortgage
   Property; and nothing further remains to be done to satisfy in full all
requirements of each such law, rule or regulation constituting a    
prerequisite to use and enjoyment of said property;                 

    (oo) Servicemembers' Civil Relief Act. The Mortgagor has not
      notified the Responsible Party, and the Responsible Party has no knowledge
     of any relief requested or allowed to the Mortgagor under the Relief Act,
or other similar state statute;                                     

      (pp) Appraisal. The Mortgage File contains an appraisal of the
   related Mortgaged Property signed prior to the approval of the Mortgage
Loan application by a Qualified Appraiser.                          

            (qq) Disclosure Materials. The Mortgagor has received all disclosure
   materials required by, and the Responsible Party has complied with, all
applicable law with respect to the making of the Mortgage Loans;    

     (rr) Construction or Rehabilitation of Mortgaged Property. No
    Mortgage Loan was made in connection with the construction (other than a
  "construct-to-perm" loan) or rehabilitation of a Mortgaged Property or
facilitating the trade-in or exchange of a Mortgaged Property;      

          (ss) Escrow Analysis. If applicable, with respect to each Mortgage
     that provides for an escrow account, the Responsible Party has within the
      last twelve months (unless such Mortgage was originated within such twelve
     month period) analyzed the required Escrow Payments for each Mortgage and
adjusted the amount of such payments so that, assuming all required 
    payments are timely made, any deficiency will be eliminated on or before
      the first anniversary of such analysis, or any overage will be refunded to
 the Mortgagor, in accordance with RESPA and any other applicable law;

         (tt) Prior Servicing. Each Mortgage Loan has been serviced in all
material respects in compliance with Accepted Servicing Practices;  

        (uu) No Default Under First Lien. To the best of the Responsible
      Party's knowledge and except with respect to the Mortgage Loans identified
 on Schedule III-B, with respect to each Second Lien Loan, the related
     First Lien Loan related thereto is in full force and effect, and there is
  no default, breach, violation or event which would permit acceleration
    existing under such first Mortgage or Mortgage Note, and no event which,
      with the passage of time or with notice and the expiration of any grace or
     cure period, would constitute a default, breach, violation or event which
would permit acceleration thereunder;                               

       (vv) Right to Cure First Lien. With respect to each Second Lien
     Loan, the related first lien Mortgage contains a provision which provides
      for giving notice of default or breach to the mortgagee under the Mortgage
      Loan and allows such mortgagee to cure any default under the related first
lien Mortgage;                                                      

            (ww) No Failure to Cure Default. Except with respect to the Mortgage
Loans identified on Schedule III-B, with respect to each Second Lien
     Mortgage Loan, the Responsible Party has not received a written notice of
 default of any senior mortgage loan related to the Mortgaged Property
which has not been cured;                                           

          (xx) Credit Information. As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit   
 information furnished by the Responsible Party to the Purchaser, that
      Responsible Party has full right and authority and is not precluded by law
 or contract from furnishing such information to the Purchaser and the
    Purchaser is not precluded from furnishing the same to any subsequent or
prospective purchaser of such Mortgage;                             

       (yy) Leaseholds. If the Mortgage Loan is secured by a leasehold
      estate, (1) the ground lease is assignable or transferable; (2) the ground
    lease will not terminate earlier than five years after the maturity date
of the Mortgage Loan; (3) the ground lease does not provide for     
 termination of the lease in the event of lessee's default without the
   mortgagee being entitled to receive written notice of, and a reasonable
opportunity to cure the default; (4) the ground lease permits the   
mortgaging of the related Mortgaged Property; (5) the ground lease  
protects the mortgagee's interests in the event of a property       
    condemnation; (6) all ground lease rents, other payments, or assessments
     that have become due have been paid; and (7) the use of leasehold estates
for residential properties is a widely accepted practice in the     
jurisdiction in which the Mortgaged Property is located;            

       (zz) Prepayment Charge. Each Mortgage Loan that is subject to a
     prepayment penalty as provided in the related Mortgage Note is identified
    on the Mortgage Loan Schedule. With respect to Mortgage Loans originated
    prior to October 1, 2002, no such Prepayment Charge may be imposed for a
   term in excess of five (5) years following origination. With respect to
     Mortgage Loans originated on or after October 1, 2002, no such Prepayment
   Charge may be imposed for a term in excess of three (3) years following
origination;                                                        

            (aaa) Predatory Lending Regulations. No Mortgage Loan is a High Cost
      Loan or Covered Loan, as applicable, and no Mortgage Loan originated on or
  after October 1, 2002 through March 6, 2003 is governed by the Georgia
   Fair Lending Act. No Mortgage Loan is covered by the Home Ownership and
     Equity Protection Act of 1994 and no Mortgage Loan is in violation of any
comparable state or local law;                                      

        (bbb) Single-premium credit life insurance policy. In connection
     with the origination of any Mortgage Loan, no proceeds from such Mortgage
Loan were used to finance or acquire a single-premium credit life   
insurance policy;                                                   

            (ccc) Qualified Mortgage. The Mortgage Loan is a "qualified mortgage
under Section 860G(a)(3) of the Code;                               

        (ddd) Tax Service Contract. Each First Lien Loan is covered by a
    paid in full, life of loan, tax service contract issued by Lereta Corp.,
and such contract is transferable;                                  

       (eee) Origination. No predatory or deceptive lending practices,
    including, without limitation, the extension of credit without regard to
   the ability of the Mortgagor to repay and the extension of credit which
      has no apparent benefit to the Mortgagor, were employed in the origination
of the Mortgage Loan;                                               

          (fff) Recordation. Except with respect to MERS Designated Mortgage
     Loans, each original Mortgage was recorded and all subsequent assignments
      of the original Mortgage (other than the assignment to the Purchaser) have
      been recorded in the appropriate jurisdictions wherein such recordation is
necessary to perfect the lien thereof as against creditors of the   
Responsible Party, or is in the process of being recorded;          

          (ggg) Co-op Loans. With respect to a Mortgage Loan that is a Co-op
     Loan, (i) a search for filings of financing statements has been made by a
     company competent to make the same, which company is acceptable generally
    in the secondary market and qualified to do business in the jurisdiction
where the cooperative unit is located, and such search has not found
     anything which would materially and adversely affect the Co-op Loan, (ii)
    the stock that is pledged as security for the Mortgage Loan is held by a
    person as a "tenant-stockholder" and the related cooperative corporation
that owns title to the related cooperative apartment building is a  
     "cooperative housing corporation," each within the meaning of Section 216
     of the Code and (iii) there is no prohibition against pledging the shares
of the cooperative corporation or assigning the Co-op Lease;        

            (hhh) Mortgagor Bankruptcy. The Mortgagor has not filed a bankruptcy
      petition, has not become the subject of involuntary bankruptcy proceedings
    or has not consented to the filing of a bankruptcy proceeding against it
or to a receiver being appointed in respect of the related Mortgaged
Property;                                                           

       (iii) No Prior Offer. The Mortgage Loan has not previously been
offered for sale by the Responsible Party;                          

(jjj) [reserved];                                       

          (kkk) Credit Reporting. The Responsible Party has, in its capacity
as servicer for each Mortgage Loan, caused to be fully furnished, in
accordance with the Fair Credit Reporting Act and its implementing  
regulations, accurate and complete information (i.e., favorable and 
     unfavorable) on its borrower credit files to Equifax, Experian, and Trans
     Union Credit Information Company (three of the credit repositories), on a
monthly basis;                                                      

(lll) [reserved];                                       

(mmm) [reserved];                                       

(nnn) [reserved];                                       

          (ooo) Mortgage Loans with Prepayment Premiums. With respect to any
      Mortgage Loan that contains a provision permitting imposition of a premium
   upon a prepayment prior to maturity: (i) a mortgage loan without such a
 premium was available to the Mortgagor at an interest rate and/or fee
structure higher than that of the Mortgage Loan, (ii) prior to the  
      Mortgage Loan's funding, the related Mortgagor had the option of obtaining
      the Mortgage Loan without a requirement for payment of such a premium, and
     (iii) the prepayment premium is disclosed to the related Mortgagor in the
 Mortgage Loan documents pursuant to applicable state and federal law;

          (ppp) Purchase of Insurance. No Mortgagor was required to purchase
  any credit life, disability, accident or health insurance product as a
   condition of obtaining the extension of credit. No Mortgagor obtained a
prepaid single-premium credit life, disability, accident or health  
     insurance policy in connection with the origination of the Mortgage Loan.
   No proceeds from any Mortgage Loan were used to purchase single premium
      credit insurance policies as part of the origination of, or as a condition
to closing, such Mortgage Loan;                                     

(qqq) [reserved];                                       

  (rrr) Disclosure of Fees and Charges. All fees and charges
     (including finance charges), whether or not financed, assessed, collected
  or to be collected in connection with the origination and servicing of
  each Mortgage Loan, have been disclosed in writing to the Mortgagor in
accordance with applicable state and federal law and regulation; and

            (sss) No Arbitration. No Mortgage Loan originated on or after August
      1, 2004 requires the related Mortgagor to submit to arbitration to resolve
  any dispute arising out of or relating in any way to the Mortgage Loan
transaction.                                                        

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SCHEDULE III-A

 Mortgage Loan Identification Number

5000135303
5000137077
5000137691
6000137679
6000139395
6000139501
7000133277
7000135331
7000135464
8000030370
1000225021
1000226102
5000131274

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SCHEDULE III-B

 Mortgage Loan Identification Number

1000228357
5000136200
5000138586
6000136454
6000136923
6000137693
6000140595
7000133728
8000035757
8000036806
8000036847
6000139501
7000135464
6000116481

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 SCHEDULE IV

 Mortgage Pass-Through Certificates,

 Series 2005-FR3

Representations and Warranties as to the Responsible Party

  The Responsible Party hereby makes the representations and
warranties set forth in this Schedule IV to the Depositor and the Trustee, as of
the Closing Date:                                                               

      (a) Due Organization and Authority. The Responsible Party is a
California state-chartered industrial bank, validly existing, and in good       
standing under the laws of the State of California and has all licenses         
necessary to carry on its business as now being conducted and is licensed,      
qualified and in good standing in the states where the Mortgaged Property is    
located if the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Responsible Party. The Responsible
Party has corporate power and authority to execute and deliver this Agreement   
and to perform its obligations hereunder; the execution, delivery and           
performance of this Agreement (including all instruments of transfer to be      
delivered pursuant to this Agreement) by the Responsible Party and the          
consummation of the transactions contemplated hereby have been duly and validly 
authorized; this Agreement has been duly executed and delivered and constitutes 
the valid, legal, binding and enforceable obligation of the Responsible Party,  
except as enforceability may be limited by (i) bankruptcy, insolvency,          
liquidation, receivership, moratorium, reorganization or other similar laws     
affecting the enforcement of the rights of creditors and (ii) general principles
of equity, whether enforcement is sought in a proceeding in equity or at law.   
All requisite corporate action has been taken by the Responsible Party to make  
this Agreement valid and binding upon the Responsible Party in accordance with  
its terms;                                                                      

       (b) No Consent Required. No consent, approval, authorization or
order is required for the transactions contemplated by this Agreement from any  
court, governmental agency or body, or federal or state regulatory authority    
having jurisdiction over the Responsible Party is required or, if required, such
consent, approval, authorization or order has been or will, prior to the Closing
Date, be obtained;                                                              

(c) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of       
business of the Responsible Party, and the transfer, assignment and conveyance  
of the Mortgage Notes and the Mortgages by the Responsible Party pursuant to    
this Agreement are not subject to the bulk transfer or any similar statutory    
provisions in effect in any applicable jurisdiction;                            

    (d) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition or origination of the Mortgage Loans by the          
Responsible Party, the sale of the Mortgage Loans to the Purchaser, the         
consummation of the transactions contemplated hereby, nor the fulfillment of or 
compliance with the terms and conditions of this Agreement, will conflict with  
or result in a breach of any of the terms, conditions or provisions of the      
Responsible Party's charter, by-laws or other organizational documents or any   
legal restriction or any agreement or instrument to which the Responsible Party 
is now a party or by which it is bound, or constitute a default or result in an 
acceleration under any of the foregoing, or result in the violation of any law, 
rule, regulation, order, judgment or decree to which the Responsible Party or   
its property is subject, or result in the creation or imposition of any lien,   
charge or encumbrance that would have an adverse effect upon any of its         
properties pursuant to the terms of any mortgage, contract, deed of trust or    
other instrument, or impair the ability of the Purchaser to realize on the      
Mortgage Loans, impair the value of the Mortgage Loans, or impair the ability of
the Purchaser to realize the full amount of any insurance benefits accruing     
pursuant to this Agreement;                                                     

          (e) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Responsible Party, before any   
court, administrative agency or other tribunal asserting the invalidity of this 
Agreement, seeking to prevent the consummation of any of the transactions       
contemplated by this Agreement or which, either in any one instance or in the   
aggregate, may result in any material adverse change in the business,           
operations, financial condition, properties or assets of the Responsible Party, 
or in any material impairment of the right or ability of the Responsible Party  
to carry on its business substantially as now conducted, or in any material     
liability on the part of the Responsible Party, or which would draw into        
question the validity of this Agreement or the Mortgage Loans or of any action  
taken or to be taken in connection with the obligations of the Responsible Party
contemplated herein, or which would be likely to impair materially the ability  
of the Responsible Party to perform under the terms of this Agreement;          

        (f) Ability to Perform; Solvency. The Responsible Party does not
believe, nor does it have any reason or cause to believe, that it cannot perform
each and every covenant contained in this Agreement. The Responsible Party is   
solvent and the sale of the Mortgage Loans will not cause the Responsible Party 
to become insolvent. The sale of the Mortgage Loans is not undertaken with the  
intent to hinder, delay or defraud any of Responsible Party's creditors;        

    (g) Responsible Party's Origination. The Responsible Party's
decision to originate any mortgage loan or to deny any mortgage loan application
is an independent decision based upon the Underwriting Guidelines, and is in no 
way made as a result of Purchaser's decision to purchase, or not to purchase, or
the price Purchaser may offer to pay for, any such mortgage loan, if originated;

          (h) Anti-Money Laundering Laws. The Responsible Party has complied
with all applicable anti-money laundering laws and regulations, including       
without limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money   
Laundering Laws"); the Responsible Party has established an anti-money          
laundering compliance program as required by the Anti-Money Laundering Laws, has
conducted the requisite due diligence in connection with the origination of each
Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with    
respect to the legitimacy of the applicable Mortgagor and the origin of the     
assets used by the said Mortgagor to purchase the property in question, and     
maintains, and will maintain, sufficient information to identify the applicable 
Mortgagor for purposes of the Anti-Money Laundering Laws;                       

            (i) Financial Statements. The Responsible Party has delivered to the
Purchaser financial statements as to its last three complete fiscal years and   
any later quarter ended more than 60 days prior to the execution of the Purchase
Agreement. All such financial statements fairly present the pertinent results of
operations and changes in financial position for each of such periods and the   
financial position at the end of each such period of the Responsible Party and  
its subsidiaries and have been prepared in accordance with generally accepted   
accounting principles consistently applied throughout the periods involved,     
except as set forth in the notes thereto. In addition, the Responsible Party has
delivered information as to its loan gain and loss experience in respect of     
foreclosures and its loan delinquency experience for the immediately preceding  
three-year period, in each case with respect to mortgage loans owned by it and  
such mortgage loans serviced for others during such period, and all such        
information so delivered shall be true and correct in all material respects.    
There has been no change in the business, operations, financial condition,      
properties or assets of the Responsible Party since the date of the Responsible 
Party's financial statements that would have a material adverse effect on its   
ability to perform its obligations under this Agreement;                        

          (j) Selection Process. The Mortgage Loans were selected from among
the outstanding one- to four-family mortgage loans in the Responsible Party's   
portfolio at the Closing Date as to which the representations and warranties set
forth in Schedule III could be made and such selection was not made in a manner 
so as intentionally to affect adversely the interests of the Purchaser;         

           (k) Delivery to the Custodian. The Mortgage Note, the Mortgage, the
Assignment of Mortgage and any other documents required to be delivered with    
respect to each Mortgage Loan pursuant to the Custodial Agreement, have been    
delivered to the Custodian all in compliance with the specific requirements of  
the Custodial Agreement. With respect to each Mortgage Loan, the Responsible    
Party or its designee will be in possession of a complete Mortgage File, except 
for such documents as will be delivered to the Trustee; and                     

        (l) Sale Treatment. With respect to each Original Sale Date, the
Responsible Party reflected the transfer of the Mortgage Loans as a sale on its 
books and records.                                                              

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SCHEDULE V

 Mortgage Pass-Through Certificates,

 Series 2005-FR3

Representations and Warranties of the Depositor as to the Mortgage Loans

            The Depositor hereby makes the following representation and warranty
to the Trustee, as of the Closing Date:                                         

          (a) No Mortgage Loan is a Mortgage Loan categorized as "High Cost"
or "Covered" pursuant to Appendix E of Standard & Poor's Glossary.              

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 EXHIBIT A

To be added to the Class A-1A Certificates, Class A-1B Certificates and the     
Class B-4 Certificates while such Certificates remain Private Certificates. [IF 
THIS CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHER THIS CERTIFICATE NOR ANY    
INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO   
THE TRUSTEE A TRANSFEROR LETTER (THE "TRANSFEROR LETTER") IN THE FORM OF EXHIBIT
H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE RECEIVES A RULE
144A LETTER (THE "144A LETTER") IN THE FORM OF EXHIBIT I TO THE AGREEMENT       
REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED
AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT        
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                      

IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE
DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR      
LETTER AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE      
CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, in each case as if such       
Certificate were evidenced by a Physical Certificate.                           

In the event that a transfer of a Private Certificate which is a Book-Entry     
Certificate 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 will be deemed to  
have made as of the transfer date each of the certifications set forth in the   
Transferor Certificate in respect of such Certificate and the transferee will be
deemed to have made as of the transfer date each of the certifications set forth
in the Rule 144A Letter in respect of such Certificate, in each case as if such 
Certificate were evidenced by a Physical 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.                                                                         

[To be added to the Class B-4 Certificates: 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 TITLE I OF THE EMPLOYEE RETIREMENT INCOME      
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF
THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR 
LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A  
PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE    
TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING THE
ASSETS OF ITS GENERAL ACCOUNT AND THAT THE PURCHASE AND HOLDING OF THIS         
CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, TO THE    
EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR  
RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF 
THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR  
THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS
AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY    
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN        
EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR  
SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL SATISFACTORY
TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]              

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

AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER 
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE           
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT   
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY      
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR 
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION 
CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23  
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.                          

Certificate No:                          A-1A-[  ]                              
           A-1B-[  ]
           A-2A-[  ]
           A-2B-[  ]
           A-2C-[  ]
          M-1-[  ]
          M-2-[  ]
          M-3-[  ]
          B-1-[  ]
          B-2-[  ]
          B-3-[  ]
          B-4-[  ]

Cut-off Date:                            July 1, 2005                           

First Distribution Date:                 August 25, 2005                        

Initial Certificate Balance                                                     
of this Certificate                                                             

("Denomination"):                        $[             ]                       

Initial Certificate                                                             
Balances of all                                                                 
Certificates of this Class:              [A-1A] [$261,871,000]                  
                      [A-1B] [$65,467,000]
                      [A-2A] [$73,746,000]
                      [A-2B] [$30,065,000]
                      [A-2C] [$29,526,000]
                     [M-1] [$38,061,000]
                     [M-2] [$24,810,000]
                    [M-3] [$7,612,000]
                    [B-1] [$5,638,000]
                    [B-2] [$5,639,000]
                    [B-3] [$5,639,000]
                    [B-4] [$5,638,000]

CUSIP:                                   [A-1A] [81375W EP 7]                   
                      [A-1B] [81375W EQ 5]
                      [A-2A] [81375W ER 3]
                      [A-2B] [81375W ES 1]
                      [A-2C] [81375W ET 9]
                     [M-1] [81375W EU 6]
                     [M-2] [81375W EV 4]
                     [M-3] [81375W EW 2]
                     [B-1] [81375W EX 0]
                     [B-2] [81375W EY 8]
                     [B-3] [81375W EZ 5]
                      [B-4] [81375W  FA 9]

ISIN:                                    [A-1A] [US81375WEP77]                  
                       [A-1B] [US81375WEQ50]
                       [A-2A] [US81375WER34]
                       [A-2B] [US81375WES17]
                       [A-2C] [US81375WET99]
                      [M-1] [US81375WEU62]
                      [M-2] [US81375WEV46]
                      [M-3] [US81375WEW29]
                      [B-1] [US81375WEX02]
                      [B-2] [US81375WEY84]
                      [B-3] [US81375WEZ59]
                      [B-4] [US81375WFA99]

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 SABR Trust 2005-FR3
 Mortgage Pass-Through Certificates, Series 2005-FR3
[Class A-][Class M-][Class B-]

    evidencing a percentage  interest in the distributions  allocable to the
Certificates of the above-referenced Class.                         

            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 does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Responsible Party, the Servicer or the Trustee referred to below 
or any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are 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 pursuant to a Pooling and Servicing Agreement dated as of the     
Cut-off Date specified above (the "Agreement") among Securitized Asset Backed   
Receivables LLC, as depositor (the "Depositor"), Countrywide Home Loans         
Servicing LP, as servicer (the "Servicer"), MortgageRamp Inc., as loan          
performance advisor, Fremont Investment & Loan, as responsible party (the       
"Responsible Party"), and Wells Fargo Bank, National Association, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

  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 authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

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

Dated:                                                                          

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       not in its individual capacity, but
                     solely as Trustee

                                     By_____________________________________

Authenticated:                                                                  

By___________________________________                                           
Authorized Signatory of                                                   
WELLS FARGO BANK, NATIONAL ASSOCIATION,                                   
not in its individual capacity,                                           
but solely as Trustee                                                     

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2005-FR3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as Securitized Asset Backed Receivables LLC Trust 2005-FR3 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 Distribution 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 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 Business Day immediately preceding such Distribution   
Date; provided, however, that for any Definitive Certificates, the Record Date  
shall be the last Business Day of the month next preceding the month of 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 offices designated by the Trustee for such 
purposes, 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 Responsible Party, the Servicer and the Trustee with the  
consent of the Holders of Certificates affected by such amendment evidencing 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 offices designated by the Trustee for such      
purposes, accompanied by a written instrument of transfer in form satisfactory  
to the Trustee duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations 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 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 neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Servicer will have the option to repurchase, in     
whole, from the Trust Fund all remaining Mortgage Loans and all property        
acquired in respect of the Mortgage Loans at a purchase price determined as     
provided in the Agreement. The obligations and responsibilities created by the  
Agreement will terminate as provided in Section 9.01 of 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.                                                 

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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.                                                                   

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 EXHIBIT B

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF  
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE        
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED  
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE       
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR A    
PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR
PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON
INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT    
SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF  
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY  
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,   
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.          

Certificate No.           :           P-1                                       

Cut-off Date              :           July 1, 2005                              

First Distribution Date   :           August 25, 2005                           

Percentage Interest of                                                          
this Certificate                                                                
("Denomination")          :           [___]%                                    

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 SABR Trust 2005-FR3
 Mortgage Pass-Through Certificates, Series 2005-FR3

 Class P

    evidencing a percentage  interest in the distributions  allocable to the
Certificates of the above-referenced Class.                         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation   
of, or an interest in, and is not guaranteed by the Depositor, the Responsible  
Party, the Servicer or the Trustee referred to below or any of their respective 
affiliates. Neither this Certificate nor the Mortgage Loans are 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 pursuant to a Pooling and Servicing Agreement dated as of the     
Cut-off Date specified above (the "Agreement") among Securitized Asset Backed   
Receivables LLC, as depositor (the "Depositor"), Countrywide Home Loans         
Servicing LP, as servicer (the "Servicer"), MortgageRamp Inc., as loan          
performance advisor, Fremont Investment & Loan, as responsible party (the       
"Responsible Party"), and Wells Fargo Bank, National Association, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

      This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In     
addition, any distribution of the proceeds of any remaining assets of the Trust 
will be made only upon presentment and surrender of this Certificate at the     
offices designated by the Trustee for such purpose, or the office or agency     
maintained by the Trustee.                                                      

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a transferor 
certificate (in substantially the form attached to the Pooling and Servicing    
Agreement) and deliver either (i) a Rule 144A Letter, in either case            
substantially in the form attached to the Agreement, or (ii) a written Opinion  
of Counsel to the Trustee that such transfer may be made pursuant to an         
exemption, describing the applicable exemption and the basis therefor, from the 
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel    
shall be an expense of the transferor.                                          

           No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received 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, Section 4975 of the Code or any materially     
similar provisions of applicable federal, state or local law ("Similar Law"), or
a person acting on behalf of or investing plan assets of any such plan, which   
representation letter shall not be an expense of the Trustee.                   

  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 authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

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

Dated:                                                                          

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       not in its individual capacity, but
                     solely as Trustee

                                     By ____________________________________

Authenticated:                                                                  

By ____________________________________                                         
Authorized Signatory of                                                   
WELLS FARGO BANK, NATIONAL ASSOCIATION,                                   
not in its individual capacity,                                           
but solely as Trustee                                                     

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2005-FR3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as Securitized Asset Backed Receivables LLC Trust 2005-FR3 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 Distribution 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.                                                      

           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 offices designated by the Trustee for such 
purposes 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 Servicer, the Responsible Party and the Trustee with the  
consent of the Holders of Certificates affected by such amendment evidencing 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 offices designated by the Trustee for such      
purposes or the office or agency maintained by the Trustee in Minnesota,        
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee duly executed by the holder hereof or such holder's attorney duly       
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations 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 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 neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Servicer will have the option to repurchase, in     
whole, from the Trust Fund all remaining Mortgage Loans and all property        
acquired in respect of the Mortgage Loans at a purchase price determined as     
provided in the Agreement. The obligations and responsibilities created by the  
Agreement will terminate as provided in Section 9.01 of 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.                                                 

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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

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 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.                                                                   

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 EXHIBIT C

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

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 (I) TO A    
PERSON OTHER THAN A PERMITTED TRANSFEREE IN COMPLIANCE WITH SECTION 5.02(C) OF  
THE AGREEMENT OR (II) UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE A           
REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE     
BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT  
OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR 
A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR 
LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS
OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY       
ATTEMPT IS MADE TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF  
ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR  
LAW, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE  
ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION  
SHALL BE VOID AND OF NO EFFECT.                                                 

Certificate No.             :         R-1                                       

Cut-off Date                :         July 1, 2005                              

First Distribution Date     :         August 25, 2005                           

Percentage Interest of                                                          
this Certificate                                                                
("Denomination") :                    100%                                      

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2005-FR3
 Mortgage Pass-Through Certificates, Series 2005-FR3

 Class R

    evidencing a percentage  interest in the distributions  allocable to the
Certificates of the above-referenced Class.                         

     Distributions in respect of this Certificate is distributable
monthly as set forth herein. This Class R Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This  
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Servicer, the Responsible Party or the Trustee 
referred to below or any of their respective affiliates. Neither this           
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.                                                      

            This certifies that ________________________ is the registered owner
of the Percentage Interest specified above of any monthly distributions due to  
the Class R Certificates pursuant to a Pooling and Servicing Agreement dated as 
of the Cut-off Date specified above (the "Agreement") among Securitized Asset   
Backed Receivables LLC, as depositor (the "Depositor"), Countrywide Home Loans  
Servicing LP, as servicer (the "Servicer"), MortgageRamp Inc., as loan          
performance advisor, Fremont Investment & Loan, as responsible party (the       
"Responsible Party"), and Wells Fargo Bank, National Association, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

       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 offices designated by the Trustee for such purposes 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 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 or  
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to   
Section 4975 of the Code or a plan subject to Similar Law, or 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, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such  
representation is violated, or any attempt is made to transfer to a plan or     
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any  
such plan or arrangement or using the assets of any such plan or arrangement,   
such attempted transfer or acquisition shall be void and of no effect.          

      Each Holder of this Class R Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R Certificate to  
have agreed to be bound by the following provisions, and the rights of each     
Person acquiring any Ownership Interest in this Class R Certificate are         
expressly subject to the following provisions: (i) each Person holding or       
acquiring any Ownership Interest in this Class R Certificate shall be a         
Permitted Transferee and shall promptly notify the Trustee of any change or     
impending change in its status as a Permitted Transferee, (ii) no Ownership     
Interest in this Class R Certificate may be registered on the Closing Date or   
thereafter transferred, and the Trustee shall not register the Transfer of this 
Certificate unless, in addition to the certificates required to be delivered to 
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been 
furnished with a Transfer Affidavit of the initial owner or the proposed        
transferee in the form attached as Exhibit G to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R Certificate shall   
agree (A) to obtain a Transfer Affidavit from any other Person to whom such     
Person attempts to Transfer its Ownership Interest this Class R Certificate, (B)
to obtain a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of this Class R       
Certificate, (C) not to cause income with respect to the Class R Certificate to 
be attributable to a foreign permanent establishment or fixed base, within the  
meaning of an applicable income tax treaty, of such Person or any other U.S.    
Person and (D) not to Transfer the Ownership Interest in this Class R           
Certificate or to cause the Transfer of the Ownership Interest in this Class R  
Certificate to any other Person if it has actual knowledge that such Person is a
Non-Permitted Transferee and (iv) any attempted or purported Transfer of the    
Ownership Interest in this Class R Certificate in violation of the provisions   
herein shall be absolutely null and void and shall 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 authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

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

Dated:                                                                          

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       not in its individual capacity, but
                     solely as Trustee

                                     By: ___________________________________

Authenticated:                                                                  

By:__________________________________                                           
Authorized Signatory of                                                   
WELLS FARGO BANK, NATIONAL ASSOCIATION,                                   
not in its individual capacity,                                           
but solely as Trustee                                                     

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2005-FR3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as Securitized Asset Backed Receivables LLC Trust 2005-FR3 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 Distribution 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 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.                                                      

           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 offices designated by the Trustee for such 
purposes 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 Servicer, the Responsible Party and the Trustee with the  
consent of the Holders of Certificates affected by such amendment evidencing 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 offices designated by the Trustee for such      
purposes or the office or agency maintained by the Trustee in Minnesota,        
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee duly executed by the holder hereof or such holder's attorney duly       
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations 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 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 neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Servicer will have the option to repurchase, in     
whole, from the Trust Fund all remaining Mortgage Loans and all property        
acquired in respect of the Mortgage Loans at a purchase price determined as     
provided in the Agreement. The obligations and responsibilities created by the  
Agreement will terminate as provided in Section 9.01 of 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.                                                 

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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.                                                                   

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 EXHIBIT D

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

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF  
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE        
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED  
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE  
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION  
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.                                   

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 TITLE I OF THE  
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,   
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING          
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN 
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A         
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND    
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I  
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT       
PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR 
SIMILAR LAW AND WILL NOT SUBJECT THE DEPOSITOR, THE TRUSTEE OR THE SERVICER TO  
ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO
ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY        
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT   
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW       
WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL AS DESCRIBED ABOVE SHALL
BE VOID AND OF NO EFFECT.                                                       

Certificate No.              :        X-1                                       

Cut-off Date                 :        July 1, 2005                              

First Distribution Date      :        August 25, 2005                           

Percentage Interest of this                                                     
Certificate ("Denomination") :        [___]%                                    

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2005-FR3
 Mortgage Pass-Through Certificates, Series 2005-FR3

 Class X

    evidencing a percentage  interest in the distributions  allocable to the
Certificates of the above-referenced Class.                         

      Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation   
of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the
Responsible Party or the Trustee referred to below or any of their respective   
affiliates. Neither this Certificate nor the Mortgage Loans are 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 pursuant to a Pooling and Servicing Agreement dated as of the     
Cut-off Date specified above (the "Agreement") among Securitized Asset Backed   
Receivables LLC, as depositor (the "Depositor"), Countrywide Home Loans         
Servicing LP, as servicer (the "Servicer"), MortgageRamp Inc., as loan          
performance advisor, Fremont Investment & Loan, as responsible party (the       
"Responsible Party"), and Wells Fargo Bank, National Association, as trustee    
(the "Trustee"). To the extent not defined herein, the capitalized terms used   
herein have the meanings assigned in the Agreement. This Certificate is issued  
under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

      This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In     
addition, any distribution of the proceeds of any remaining assets of the Trust 
will be made only upon presentment and surrender of this Certificate at the     
offices designated by the Trustee for such purposes or the office or agency     
maintained by the Trustee.                                                      

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a transferor 
certificate (in substantially the form attached to the Pooling and Servicing    
Agreement) and deliver either (i) a Rule 144A Letter, in either case            
substantially in the form attached to the Agreement, or (ii) a written Opinion  
of Counsel to the Trustee that such transfer may be made pursuant to an         
exemption, describing the applicable exemption and the basis therefor, from the 
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel    
shall be an expense of the transferor.                                          

  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 authenticated by an       
authorized signatory of the Trustee.                                            

 * * *

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

Dated:                                                                          

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       not in its individual capacity, but
                     solely as Trustee

                                     By:____________________________________

Authenticated:                                                                  

By:__________________________________                                           
Authorized Signatory of                                                   
WELLS FARGO BANK, NATIONAL ASSOCIATION,                                   
not in its individual capacity,                                           
but solely as Trustee                                                     

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SECURITIZED ASSET BACKED RECEIVABLES LLC

 Securitized Asset Backed Receivables LLC Trust 2005-FR3
Mortgage Pass-Through Certificates

          This Certificate is one of a duly authorized issue of Certificates
designated as Securitized Asset Backed Receivables LLC Trust 2005-FR3 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 Distribution 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.                                                      

           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 offices designated by the Trustee for such 
purposes 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 Servicer, the Responsible Party and the Trustee with the  
consent of the Holders of Certificates affected by such amendment evidencing 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 offices designated by the Trustee for such      
purposes or the office or agency maintained by the Trustee in Minnesota,        
accompanied by a written instrument of transfer in form satisfactory to the     
Trustee duly executed by the holder hereof or such holder's attorney duly       
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations 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 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 neither the Depositor, the Trustee, nor any  
such agent shall be affected by any notice to the contrary.                     

        On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date  
Pool Principal Balance, the Servicer will have the option to repurchase, in     
whole, from the Trust Fund all remaining Mortgage Loans and all property        
acquired in respect of the Mortgage Loans at a purchase price determined as     
provided in the Agreement. The obligations and responsibilities created by the  
Agreement will terminate as provided in Section 9.01 of 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.                                                 

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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

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 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.                                                                   

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 EXHIBIT E

FORM OF INITIAL CERTIFICATION OF TRUSTEE

[date]

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York  10166                                                       

Countrywide Home Loans Servicing LP                                             
7105 Corporate Drive                                                            
Plano, TX 75024                                                                 

  Re:   Pooling and Servicing Agreement, dated as of July 1, 2005, among
       Securitized Asset Backed Receivables LLC, as Depositor, Fremont
       Investment & Loan, as Responsible Party, Countrywide Home Loans
         Servicing LP, as Servicer, MortgageRamp Inc., as Loan Performance
        Advisor, and Wells Fargo Bank, National Association, as Trustee,
       Securitized Asset Backed Receivables LLC Trust, Series 2005-FR3
         -----------------------------------------------------------------

Ladies and Gentlemen:                                                           

          In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), for each Mortgage  
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan listed  
in the attached schedule), it has received:                                     

   (i) the original Mortgage Note, endorsed as provided in the
 following form: "Pay to the order of ________, without recourse"; and

     (ii) a duly executed assignment of the Mortgage (which may be
included in a blanket assignment or assignments).                   

        Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such      
Mortgage Loan.                                                                  

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans          
identified on the Mortgage Loan Schedule, or (ii) the collectability,           
insurability, effectiveness or suitability of any such Mortgage Loan.           

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.               

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
              as Trustee

                                     By:____________________________________
                                     Name:__________________________________
                                     Title:_________________________________

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 EXHIBIT F

FORM OF DOCUMENT CERTIFICATION

 AND EXCEPTION REPORT OF TRUSTEE

[date]

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York  10166                                                       

Countrywide Home Loans Servicing LP                                             
7105 Corporate Drive                                                            
Plano, TX 75024                                                                 

  Re:   Pooling and Servicing Agreement, dated as of July 1, 2005, among
           Securitized Asset Backed Receivables LLC, as Depositor, Countrywide
        Home Loans Servicing LP, as Servicer, MortgageRamp Inc., as Loan
      Performance Advisor, Fremont Investment & Loan, as Responsible
      Party, and Wells Fargo Bank, National Association, as Trustee,
        Securitized Asset Backed Receivables LLC Trust 2005-FR3 Mortgage
Pass-Through Certificates, Series 2005-FR3              
           -------------------------------------------------------------------

Ladies and Gentlemen:                                                           

          In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage  
Loan Schedule (other than any Mortgage Loan paid in full or listed on the       
attached Document Exception Report) it has received:                            

        (i) The original Mortgage Note, endorsed in the form provided in
     Section 2.01 of the Pooling and Servicing Agreement, with all intervening
    endorsements showing a complete chain of endorsement from the originator
to the last endorsee.                                               

(ii) The original recorded Mortgage.                    

    (iii) A duly executed assignment of the Mortgage in the form
   provided in Section 2.01 of the Pooling and Servicing Agreement; or, if
   the Responsible Party has certified or the Trustee otherwise knows that
    the related Mortgage has not been returned from the applicable recording
      office, a copy of the assignment of the Mortgage (excluding information to
be provided by the recording office).                               

      (iv) The original or duplicate original recorded assignment or
   assignments of the Mortgage showing a complete chain of assignment from
the originator to the last endorsee.                                

            (v) The original or duplicate original lender's title policy and all
riders thereto or, any one of an original title binder, an original 
preliminary title report or an original title commitment, or a copy 
thereof certified by the title company.                             

        Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such  
Mortgage Loan, and (b) the information set forth in items (1), (2), (3), (15),  
(22) and (30) of the Data Tape Information accurately reflects information set  
forth in the Custodial File.                                                    

        The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review of the Custodial File         
specifically required in the Pooling and Servicing Agreement. The Trustee makes 
no representations as to: (i) the validity, legality, sufficiency,              
enforceability or genuineness of any of the documents contained in each Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or  
(ii) the collectability, insurability, effectiveness or suitability of any such 
Mortgage Loan. Notwithstanding anything herein to the contrary, the Trustee has 
made no determination and makes no representations 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 sufficient to effect the assignment
of and transfer to the assignee thereof, under the Mortgage to which the        
assignment relates.                                                             

           Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.               

                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
              as Trustee

                                     By:____________________________________
                                     Name:__________________________________
                                     Title:_________________________________

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 EXHIBIT G

 RESIDUAL TRANSFER AFFIDAVIT

Securitized Asset Backed Receivables LLC Trust 2005-FR3,
 Mortgage Pass-Through Certificates, Series 2005-FR3

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, by and among Securitized 
Asset Backed Receivables LLC, as depositor (the "Depositor"), Countrywide Home  
Loans Servicing LP, as Servicer, MortgageRamp Inc., as Loan Performance Advisor,
Fremont Investment & Loan, as Responsible Party, and Wells Fargo Bank, National 
Association, as Trustee. Capitalized terms used, but not defined herein, shall  
have the meanings ascribed to such terms in the Agreement. The Transferee has   
authorized the undersigned to make this affidavit on behalf of the Transferee   
for the benefit of the Depositor and the Trustee.                               

           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 for its own account. 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         
Non-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 a Non-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 a      
Non-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 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 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 a Non-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 H to the Agreement (a "Transferor Certificate") to the
effect that, among other things, such Transferee has no actual knowledge that   
the Person to which the Transfer is to be made is a Non-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. The Transferee has historically paid its debts as they have    
come due and intends to pay its debts as they come due in the future. The       
Transferee intends to pay all taxes due with respect to the Certificate as they 
become due.                                                                     

         8. The Transferee's taxpayer identification number is __________.

          9. The Transferee is not a Disqualified Non-U.S. Person as defined
in the Agreement.                                                               

 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 will not cause income from the Residual
Certificate to be attributable to a foreign permanent establishment or fixed    
base, within the meaning of an applicable income tax treaty, of the Transferee  
or any other U.S. Person.                                                       

12. Check the applicable paragraph:                     

|_| The present value of the anticipated tax liabilities
associated with holding the Certificate, as applicable, does not exceed the sum 
of:                                                                             

          (i) the present value of any consideration given to the Transferee
to acquire such Certificate;                                        

           (ii) the present value of the expected future distributions on such
Certificate; and                                                    

         (iii) the present value of the anticipated tax savings associated
with holding such Certificate as the related REMIC generates losses.

          For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code    
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the 
highest rate specified in Section 11(b) of the Code if the Transferee has been  
subject to the alternative minimum tax under Section 55 of the Code in the      
preceding two years and will compute its taxable income in the current taxable  
year using the alternative minimum tax rate) and (ii) present values are        
computed using a discount rate equal to the short-term Federal rate prescribed  
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.                                                  

       |_| The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,                   

           (i) the Transferee is an "eligible corporation," as defined in U.S.
   Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from
the Certificate will only be taxed in the United States;            

 (ii) at the time of the transfer, and at the close of the
 Transferee's two fiscal years preceding the year of the transfer, the
   Transferee had gross assets for financial reporting purposes (excluding
      any obligation of a person related to the Transferee within the meaning of
   U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
million and net assets in excess of $10 million;                    

          (iii) the Transferee will transfer the Certificate only to another
   "eligible corporation," as defined in U.S. Treasury Regulations Section
  1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of
    Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of
the U.S. Treasury Regulations; and                                  

      (iv) the Transferee determined the consideration paid to it to
      acquire the Certificate based on reasonable market assumptions (including,
   but not limited to, borrowing and investment rates, prepayment and loss
  assumptions, expense and reinvestment assumptions, tax rates and other
     factors specific to the Transferee) that it has determined in good faith.

|_| None of the above.                                  

          13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a  
plan subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting  
on behalf of or investing plan assets of such a plan.                           

 * * *

           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__

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 EXHIBIT H

FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York  10166                                                       
Attention:  [_________]                                                         

Wells Fargo Bank, National Association,                                         
as Trustee                                                                  
Sixth Street and Marquette Avenue                                               
Minneapolis, Minnesota 55479                                                    
Attn:  SABR-2005-FR3                                                            

  Re:   Securitized Asset Backed Receivables LLC Trust 2005-FR3 Mortgage
Pass-Through Certificates, Series 2005-FR3, 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 Residual Certificate, (i) we have no    
knowledge the Transferee is a Non-Permitted Transferee and (ii) after conducting
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificates as they become due and (iii) we have  
no reason to believe that the statements made in paragraphs 7, 10 and 11 of the 
Transferee's Residual Transfer Affidavit are false.                             

               Very truly yours,

                                     _______________________________________
                      Print Name of Transferor

                                     By:____________________________________
                                    Authorized Officer

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 EXHIBIT I

FORM OF RULE 144A LETTER

                                                              ____________, 20__

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York 10166                                                        
Attention:  [_________]                                                         

Wells Fargo Bank, National Association,                                         
as Trustee                                                                  
Sixth Street and Marquette Avenue                                               
Minneapolis, Minnesota 55479                                                    
Attn:  SABR-2005-FR3                                                            

  Re:   Securitized Asset Backed Receivables LLC Trust 2005-FR3 Mortgage
Pass-Through Certificates, Series 2005-FR3 [__ ]        
        ----------------------------------------------------------------

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) either we are purchasing a Class A-1A, Class     
A-1B, Class A-2A, Class A-2B, Class A-2C, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2 or Class B-3 Certificate or we are not an employee benefit plan  
that is subject to Title I of the Employee Retirement Income Security Act of    
1974, as amended ("ERISA"), or a plan or arrangement that is subject to Section 
4975 of the Internal Revenue Code of 1986, as amended, or a plan subject to     
materially similar provisions of applicable federal, state or local law, 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 or, with respect to a Class 
B-4 or Class X Certificate, the purchaser is an insurance company that is       
purchasing this certificate 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 Sections I and III of PTCE 95-60,
(e) we have not, nor has anyone acting on our behalf offered, transferred,      
pledged, sold or otherwise disposed of the Certificates, any interest in the    
Certificates or any other similar security to, or solicited any offer to buy or 
accept a transfer, pledge or other disposition of the Certificates, any interest
in the Certificates or any other similar security from, or otherwise approached 
or negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any       
general solicitation by means of general advertising or in any other manner, or 
taken any other action, that would constitute a distribution of the Certificates
under the Securities Act or that would render the disposition of the            
Certificates a violation of Section 5 of the Securities Act or require          
registration pursuant thereto, nor will act, nor has authorized or will         
authorize any person to act, in such manner with respect to the Certificates,   
and (f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of         
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and        
further, understand that such Certificates may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified institutional buyer  
that purchases for its own account or for the account of a qualified            
institutional buyer to whom notice is given that the resale, pledge or transfer 
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption   
from registration under the Securities Act.                                     

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                                                            ANNEX 1 TO EXHIBIT I

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
Buyer.                                                                          

    2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned   
and/or invested on a discretionary basis $ (1) in securities (except for the    
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year (such amount being calculated in accordance with Rule 144A and (ii) 
the Buyer satisfies the criteria in the category marked below.                  

        ____  Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or
                 charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.  

           ____  Bank. The Buyer (a) is a national bank or banking institution
           organized under the laws of any State, territory or the
                District of Columbia, the business of which is substantially
         confined to banking and is supervised by the State or
              territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
            net worth of at least $25,000,000 as demonstrated in its
          latest annual financial statements, a copy of which is
attached hereto.                            

   ____  Savings and Loan. The Buyer (a) is a savings and loan
                 association, building and loan association, cooperative bank,
          homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                 and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, a copy of which is
attached hereto.                            

         ____  Broker-dealer. The Buyer is a dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934.

------------                                                                    
(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.             

        ____  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.                     

            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 Transferee

                                     By:____________________________________
         Name:
          Title:

                                     Date:__________________________________

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                                                            ANNEX 2 TO EXHIBIT I

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That Are Registered Investment Companies]

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a    
Family of Investment Companies (as defined below), is such an officer of the    
Adviser.                                                                        

           2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, as      
amended, and (ii) as marked below, the Buyer alone, or the Buyer's Family of    
Investment Companies, owned at least $100,000,000 in securities (other than the 
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year. For purposes of determining the amount of securities owned by the  
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment        
Companies reports its securities holdings in its financial statements on the    
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding    
sentence applies, the securities may be valued at market.                       

    ____  The Buyer owned $_______ in securities (other than the
               excluded securities referred to below) as of the end of the
                 Buyer's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).              

         ____  The Buyer is part of a Family of Investment Companies which
                 owned in the aggregate $_______ in securities (other than the
               excluded securities referred to below) as of the end of the
                 Buyer's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).              

         3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment  
adviser is a majority owned subsidiary of the other).                           

    4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by 
the U.S. or any instrumentality thereof, (iii) bank deposit notes and           
certificates of deposit, (iv) loan participations, (v) repurchase agreements,   
(vi) securities owned but subject to a repurchase agreement and (vii) currency, 
interest rate and commodity swaps.                                              

        5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates are relying and will continue to rely on the statements   
made herein because one or more sales to the Buyer will be in reliance on Rule  
144A. In addition, the Buyer will only purchase for the Buyer's own account.    

          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 Transferee

                                     By:____________________________________
         Name:
          Title:

            IF AN ADVISER:

                                     _______________________________________
                 Print Name of Buyer

                                     Date:__________________________________

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 EXHIBIT J

 FORM OF REQUEST FOR RELEASE

 (for Trustee)

To:   Wells Fargo Bank, National Association                                    
1015 10th Avenue S.E.                                               
Minneapolis, MN 55415-0031                                          
Attn:  Inventory Control - SABR-2005-FR3                            

      Re:   Pooling and Servicing Agreement dated July 1, 2005 Securitized Asset
    Backed Receivables LLC, as Depositor, Countrywide Home Loans
         Servicing LP, as Servicer, MortgageRamp Inc., as Loan Performance
           Advisor, Fremont Investment & Loan, as Responsible Party, and Wells
Fargo Bank, National Association, as Trustee            

           In connection with the administration of the Mortgage Loans held by
you as the [Trustee] on behalf of the Certificateholders, we request the        
release, and acknowledge receipt, of the (Custodial File/[specify documents])   
for the Mortgage Loan described below, for the reason indicated.                
------------------------------------------------------------------------------- 

Mortgagor's Name, Address & Zip Code:                                           
-------------------------------------                                           

Mortgage Loan Number:                                                           
---------------------                                                           

Send Custodial File to:                                                         
-----------------------                                                         

Delivery Method (check one)                                                     
---------------------------                                                     

____1.      Regular mail                                                        

____2.      Overnight courier (Tracking information: )                          

         If neither box 1 nor 2 is checked, regular mail shall be assumed.

Reason for Requesting Documents (check one)                                     
-------------------------------                                                 

____1.      Mortgage Loan Paid in Full. (The Company hereby certifies that all  
          amounts received in connection therewith have been credited to the
   Collection Account as provided in the Pooling and Servicing
Agreement.)                                             

____2.      Mortgage Loan Repurchase Pursuant to Section 2.03 of the Pooling and
   Servicing Agreement. (The Company hereby certifies that the
       repurchase price has been credited to the Collection Account as
provided in the Pooling and Servicing Agreement.)       

____3.      Mortgage Loan Liquidated by _________________. (The Company hereby  
           certifies that all proceeds of foreclosure, insurance, condemnation
           or other liquidation have been finally received and credited to the
            Collection Account pursuant to the Pooling and Servicing Agreement.)

____4.      Mortgage Loan in Foreclosure.                                       

____5.      Other (explain).                                                    

    If box 1, 2 or 3 above is checked, and if all or part of the
Custodial File was previously released to us, please release to us our previous 
request and receipt on file with you, as well as any additional documents in    
your possession relating to the specified Mortgage Loan.                        

           If box 4 or 5 above is checked, upon our return of all of the above
documents to you as the Trustee, please acknowledge your receipt by signing in  
the space indicated below, and returning this form if requested by us.          

                                 COUNTRYWIDE HOME LOANS SERVICING LP

                       By: Countrywide GP, Inc.,
                         its general partner

                                     By:____________________________________
         Name:
          Title:
         Date:

[ACKNOWLEDGED AND AGREED:                                                       

WELLS FARGO BANK, NATIONAL ASSOCIATION                                          

By:___________________________________                                          
Name:                                                                     
Title:                                                                    
Date:                              ]                                      

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 EXHIBIT K

CONTENTS OF EACH MORTGAGE FILE

           With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the     
Purchaser and which shall be retained by the Servicer or delivered to and       
retained by the Trustee, as applicable:                                         

          (a) The documents or instruments set forth as items (i) to (ix) in
Section 2.01(b) of the Agreement.                                   

(b) Residential loan application.                       

(c) Mortgage Loan closing statement.                    

 (d) Verification of employment and income, if applicable.

            (e) Verification of acceptable evidence of source and amount of down
payment.                                                            

(f) Credit report on Mortgagor.                         

(g) Residential appraisal report.                       

(h) Photograph of the Mortgaged Property.               

(i) Survey of the Mortgaged Property.                   

           (j) Copy of each instrument necessary to complete identification of
  any exception set forth in the exception schedule in the title policy,
i.e., map or plat, restrictions, easements, sewer agreements, home  
association declarations, etc.                                      

(k) All required disclosure statements.                 

   (l) If required in an appraisal, termite report, structural
engineer's report, water potability and septic certification.       

(m) Sales contract, if applicable.                      

          Evidence of payment of taxes and insurance, insurance claim files,
correspondence, current and historical computerized data files (which include   
records of tax receipts and payment history from the date of origination), and  
all other processing, underwriting and closing papers and records which are     
customarily contained in a mortgage loan file and which are required to document
the Mortgage Loan or to service the Mortgage Loan.                              

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 EXHIBIT L

 FORM OF CERTIFICATION TO BE
 PROVIDED WITH FORM 10-K

Re:   Securitized Asset Backed Receivables LLC Trust 2005-FR3 (the  
      "Trust"), Mortgage Pass-Through Certificates, Series 2005-FR3,
        issued pursuant to the Pooling and Servicing Agreement, dated as
          July 1, 2005 (the "Pooling and Servicing Agreement"), by and among
           Securitized Asset Backed Receivables LLC, as depositor, Wells Fargo
           Bank, National Association, as trustee (the "Trustee"), Countrywide
           Home Loans Servicing LP, as servicer (the "Servicer"), MortgageRamp
            Inc., as loan performance advisor, and Fremont Investment & Loan, as
responsible party                                       
            --------------------------------------------------------------------

I, [identify the certifying individual], certify that:  

       1. I have reviewed this annual report on Form 10-K (the "Annual
Report"), and all reports on Form 8-K containing distribution reports           
(collectively with this Annual Report, the "Reports") filed in respect of       
periods included in the year covered by this Annual Report, of the Trust;       

            2. Based on my knowledge, the information in the Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the          
circumstances under which such statements were made, not misleading as of the   
last day of the period covered by this Annual Report;                           

           3. Based on my knowledge, the distribution or servicing information
required to be provided to the Trustee by the Servicer under the Pooling and    
Servicing Agreement, for inclusion in the Reports is included in the Reports;   

         4. Based on my knowledge and upon the annual compliance statement
included in this Annual Report and required to be delivered to the Trustee in   
accordance with the terms of the Pooling and Servicing Agreement, and except as 
disclosed in the Reports, the Servicer has fulfilled its obligations under the  
Pooling and Servicing Agreement; and                                            

            5. The Reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards based upon the report
provided by an independent public accountant, after conducting a review in      
compliance with the Uniform Single Attestation Program for Mortgage Bankers or  
similar procedure, as set forth in the Pooling and Servicing Agreement, that is 
included in such report.                                                        

       In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties: the Trustee   
and the Servicer.                                                               

Date:__________________________________                                         

_______________________________________                                         
[Signature]                                                                     
[Title]                                                                         

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 EXHIBIT M

 FORM OF TRUSTEE'S CERTIFICATION
 TO BE PROVIDED TO DEPOSITOR

Re:   Securitized Asset Backed Receivables LLC Trust 2005-FR3 (the  
      "Trust"), Mortgage Pass-Through Certificates, Series 2005-FR3,
        issued pursuant to the Pooling and Servicing Agreement, dated as
          July 1, 2005 (the "Pooling and Servicing Agreement"), by and among
   Securitized Asset Backed Receivables LLC, as depositor (the
        "Depositor"), Wells Fargo Bank, National Association, as trustee
         (the "Trustee"), Countrywide Home Loans Servicing LP, as servicer
         (the "Servicer"), MortgageRamp Inc., as loan performance advisor,
and Fremont Investment & Loan, as responsible party     
          ------------------------------------------------------------------

         I, [identify the certifying individual], certify to the Depositor
and its officers, directors and affiliates, and with the knowledge and intent   
that they will rely upon this certification, that:                              

        1. I have reviewed the annual report on Form 10-K for the fiscal
year [___] (the "Annual Report"), and all reports on Form 8-K containing        
distribution reports filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the "Reports"), of the  
Trust;                                                                          

            2. Based on my knowledge, the information in the Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the          
circumstances under which such statements were made, not misleading as of the   
last day of the period covered by the Annual Report; and                        

           3. Based on my knowledge, the distribution or servicing information
required to be provided to the Trustee by the Servicer under the Pooling and    
Servicing Agreement for inclusion in the Reports is included in the Reports.    

Date:                                                                           

__________________________________                                              
Name:_____________________________                                              
Title:____________________________                                              

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 EXHIBIT N

FORM OF SERVICER'S CERTIFICATION
 TO BE PROVIDED TO DEPOSITOR

Re:   Securitized Asset Backed Receivables LLC Trust 2005-FR3       
(the "Trust"), Mortgage Pass-Through Certificates,      
Series 2005-FR3, issued pursuant to the Pooling and     
Servicing Agreement, dated as July 1, 2005 (the "Pooling
and Servicing Agreement"), by and among Securitized     
Asset Backed Receivables LLC, as depositor (the         
"Depositor"), Wells Fargo Bank, National Association, as
trustee (the "Trustee"), Countrywide Home Loans         
Servicing LP, as servicer (the "Servicer"), MortgageRamp
Inc., as loan performance advisor, and Fremont          
Investment & Loan, as responsible party                 

         I, [identify the certifying individual], certify to the Depositor
and the Trustee, and their officers, directors and affiliates, and with the     
knowledge and intent that they will rely upon this certification, that:         

           1. The servicing information required to be provided to the Trustee
by the Servicer under the Pooling and Servicing Agreement for the period covered
in the annual report on Form 10-K for the fiscal year [___] of the Trust, has   
been so provided;                                                               

         2. I am responsible for reviewing the activities performed by the
Servicer under the Pooling and Servicing Agreement and based upon my knowledge  
and the annual compliance review for the fiscal year [___] required under the   
Pooling and Servicing Agreement, and except as disclosed in the annual          
compliance statement for the fiscal year [___] required to be delivered to the  
Trustee in accordance with the terms of the Pooling and Servicing Agreement     
(which has been so delivered to the Trustee), the Servicer has fulfilled its    
obligations under the Pooling and Servicing Agreement; and                      

  3. All significant deficiencies relating to the Servicer's
compliance with the minimum servicing standards for purposes of the report for  
the fiscal year [___] provided by an independent public accountant, after       
conducting a review conducted in compliance with the Uniform Single Attestation 
Program for Mortgage Bankers or similar procedure, as set forth in the Pooling  
and Servicing Agreement, have been disclosed to such accountant and are included
in such report.                                                                 

Date:                                                                           

[Signature]                                                                     
[Title]                                                                         

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 EXHIBIT O

 FORM OF SERVICER'S REPORT

EOM CUT OFF                 INVESTOR ______________________   PREPARED: ________
REPORTING STYLE: ________   INVESTOR NAME                                       
REMITTANCE METHOD: ______   P&I                               APPROVED: ________
       BANK ACCOUNT #: _______________
                                                              DATE: ____________

MONTH/YEAR              

                                                        [Enlarge/Download Table]

                                             BEGINNING                            ENDING    
DESCRIPTION                                   BALANCE   DEPOSITS   DISBURSEMENTS  BALANCE   
-----------------------                      ---------  --------   -------------  -------   
                                                                                            
BANK BALANCE             LOAN #     CUR                                              0.00   

DEPOSIT IN TRANSIT               MONTH/YEAR                                          0.00   
INTEREST ON CURTAILMENT          MONTH/YEAR                                          0.00(1)
INTEREST DIFF ON PAYOFF          MONTH/YEAR                                          0.00(1)
CASH ADJUSTMENT                  MONTH/YEAR                                          0.00(1)
CORP P&I ADVANCE                 MONTH/YEAR                                          0.00   
ADJUSTED BALANCE                                  0.00      0.00            0.00     0.00   
COMPOSITION OF FUNDS                                                                 0.00   
                                                  0.00      0.00            0.00     0.00   

                                                        TEST OF EXPECTED - P&I       0.00   
                                                        CASH TO TEST DIFFERENCE:     0.00   

------------                                                                    
(1) Auto T-29.                                                                  

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EXHIBIT P 

INTERIM SERVICING AGREEMENT 

(See Attached)

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

INTERIM SERVICING   
AGREEMENT   

between   

BARCLAYS BANK PLC   

Purchaser   

and   

FREMONT INVESTMENT & LOAN   

Interim Servicer  

Dated as of November 1, 2004  

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

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 TABLE OF CONTENTS

 ARTICLE I

 DEFINITIONS

Section 1.01  Definitions...................................................    

ARTICLE II

 SERVICING

Section 2.01  Interim Servicer to Act as Servicer...........................    
Section 2.02  Liquidation of Mortgage Loans.................................    
Section 2.03  Collection of Mortgage Loan Payments..........................    
Section 2.04  Establishment of and Deposits to Custodial Account............    
Section 2.05  Permitted Withdrawals from Custodial Account..................    
Section 2.06  Establishment of and Deposits to Escrow Account...............    
Section 2.07  Permitted Withdrawals from Escrow Account.....................    
Section 2.08  Payment of Taxes, Insurance and Other Charges; Tax                
           Service Contracts............................................
Section 2.09  Protection of Accounts........................................    
Section 2.10  Maintenance of Hazard Insurance...............................    
Section 2.11  [reserved]....................................................    
Section 2.12  Maintenance of Fidelity Bond and Errors and Omissions             
           Insurance....................................................
Section 2.13  Inspections...................................................    
Section 2.14  Restoration of Mortgaged Property.............................    
Section 2.15  Title, Management and Disposition of REO Property.............    
Section 2.16  Permitted Withdrawals with Respect to REO Property............    
Section 2.17  Real Estate Owned Reports.....................................    
Section 2.18  Liquidation Reports...........................................    
Section 2.19  Reports of Foreclosures and Abandonments of Mortgaged             
           Property.....................................................
Section 2.20  Notification of Adjustments...................................    

 ARTICLE III

 PAYMENTS TO PURCHASER

Section 3.01  Remittances...................................................    
Section 3.02  Statements to Purchaser.......................................    
Section 3.03  Advances by Interim Servicer..................................    

ARTICLE IV

GENERAL SERVICING PROCEDURES

Section 4.01  Transfers of Mortgaged Property...............................    
Section 4.02  Satisfaction of Mortgages and Release of Mortgage Files.......    
Section 4.03  Servicing Compensation........................................    
Section 4.04  Annual Statement as to Compliance.............................    
Section 4.05  Annual Independent Public Accountants' Servicing Report.......    
Section 4.06  Right to Examine Interim Servicer Records.....................    
Section 4.07  Compliance with Gramm-Leach-Bliley Act of 1999................    

 ARTICLE V

 INTERIM SERVICER TO COOPERATE

Section 5.01  Provision of Information......................................    
Section 5.02  Financial Statements; Servicing Facilities....................    

ARTICLE VI

 TERMINATION

Section 6.01  [reserved]....................................................    
Section 6.02  Termination Upon Transfer of Servicing........................    

 ARTICLE VII

 BOOKS AND RECORDS

Section 7.01  Possession of Servicing Files Prior to the Related                
           Transfer Date................................................

ARTICLE VIII

INDEMNIFICATION AND ASSIGNMENT

Section 8.01  Indemnification...............................................    
Section 8.02  Limitation on Liability of Interim Servicer and Others........    
Section 8.03  Limitation on Resignation and Assignment by Interim               
           Servicer.....................................................
Section 8.04  Assignment by Purchaser.......................................    
Section 8.05  Merger or Consolidation of the Interim Servicer...............    

ARTICLE IX

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

Section 9.01  Authority and Capacity........................................    

 ARTICLE X

REPRESENTATIONS AND WARRANTIES OF INTERIM SERVICER

Section 10.01 Due Organization and Authority................................    
Section 10.02 Ordinary Course of Business...................................    
Section 10.03 No Conflicts..................................................    
Section 10.04 Ability to Service............................................    
Section 10.05 Ability to Perform............................................    
Section 10.06 No Litigation Pending.........................................    
Section 10.07 No Consent Required...........................................    
Section 10.08 No Untrue Information.........................................    
Section 10.09 Reasonable Servicing Fee......................................    

ARTICLE XI

 DEFAULT

Section 11.01 Events of Default.............................................    
Section 11.02 Waiver of Defaults............................................    

 ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Notices.......................................................    
Section 12.02 Waivers.......................................................    
Section 12.03 Entire Agreement; Amendment...................................    
Section 12.04 Execution; Binding Effect.....................................    
Section 12.05 Headings......................................................    
Section 12.06 Relationship of Parties.......................................    
Section 12.07 Severability of Provisions....................................    
Section 12.08 Recordation of Assignments of Mortgage........................    
Section 12.09 Exhibits......................................................    
Section 12.10 Counterparts..................................................    
Section 12.11 No Solicitation...............................................    
Section 12.12 [reserved]....................................................    
Section 12.13 Governing Law Jurisdiction; Consent to Service of Process.....    
Section 12.14 Waiver of Trial by Jury.......................................    

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EXHIBITS  

EXHIBIT 1         FORM OF TRIAL BALANCE                                         
EXHIBIT 2         FORM OF CUSTODIAL ACCOUNT CERTIFICATION                       
EXHIBIT 3         FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT                    
EXHIBIT 4         FORM OF ESCROW ACCOUNT CERTIFICATION                          
EXHIBIT 5         FORM OF ESCROW ACCOUNT LETTER AGREEMENT                       
EXHIBIT 6         FORM OF MONTHLY REO PROPERTY STATEMENT                        
EXHIBIT 7         FORM OF LIQUIDATION REPORT                                    
EXHIBIT 8         FORM OF MONTHLY REMITTANCE ADVICE                             
EXHIBIT 9         FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT            
EXHIBIT 10        DELINQUENCY COLLECTION POLICIES AND PROCEDURES                

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 INTERIM SERVICING AGREEMENT

            This Interim Servicing Agreement ("Agreement") is entered into as of
November 1, 2004, by and between FREMONT INVESTMENT & LOAN, a California        
corporation (the "Interim Servicer"), and BARCLAYS BANK PLC, a public limited   
company registered in England and Wales under company number 1026167 (the       
"Purchaser").                                                                   

            WHEREAS, the Purchaser and Fremont Investment & Loan, as seller (the
"Seller") entered into a Mortgage Loan Purchase and Warranties Agreement dated  
as of November 1, 2004 (the "Purchase Agreement") pursuant to which the         
Purchaser has agreed to purchase, from time to time, from the Seller, certain   
first and second lien, adjustable-rate and fixed-rate residential mortgage loans
(the "Mortgage Loans") to be delivered as whole loans (each, a "Mortgage Loan   
Package") on a servicing released basis; and                                    

           WHEREAS, the Purchaser desires to have the Interim Servicer service
each Mortgage Loan Package on an "actual/actual" basis during the period between
the related Closing Date and the related Transfer Date (each, an "Interim       
Period"), the Interim Servicer desires to service and administer each related   
Mortgage Loan Package on behalf of the Purchaser during the related Interim     
Period, and the parties desire to provide the terms and conditions of such      
interim servicing by the Interim Servicer.                                      

   NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein and for other good and valuable consideration, the  
receipt and the sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:                                                        

 ARTICLE I

 DEFINITIONS

Section 1.01 Definitions.                               

   All capitalized terms not otherwise defined herein have the
respective meanings set forth in the Purchase Agreement. The following terms are
defined as follows:                                                             

    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 and  
incorporating the Delinquency Collection Policies and Procedures.               

           Closing Date: The date or dates on which the Purchaser from time to
time shall purchase and the Seller from time to time shall sell the Mortgage    
Loans listed on the related Mortgage Loan Schedule with respect to the related  
Mortgage Loan Package.                                                          

        Condemnation Proceeds: All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by       
exercise of the power of eminent domain or condemnation, to the extent not      
required to be released to a Mortgagor in accordance with the terms of the      
related Mortgage Loan Documents.                                                

       Custodial Account: The separate account or accounts created and
maintained pursuant to Section 2.04.                                            

         Cut-off Date: The date or dates designated as such on the related
Mortgage Loan Schedule with respect to the related Mortgage Loan Package.       

       Delinquency Collection Policies and Procedures: The delinquency
collection policies and procedures of the Interim Servicer, a copy of which is  
attached hereto as Exhibit 10.                                                  

          Determination Date: With respect to each Remittance Date, the 15th
day (or, if such 15th day is not a Business Day, the preceding Business Day) of 
the month in which such Remittance Date occurs.                                 

      Errors and Omissions Insurance Policy: An errors and omissions
insurance policy to be maintained by the Interim Servicer pursuant to Section   
2.12.                                                                           

    Escrow Account: The separate account or accounts created and
maintained pursuant to Section 2.06.                                            

      Escrow Payment: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,        
municipal charges, mortgage insurance premiums, fire and hazard insurance       
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

    Event of Default: Any one of the conditions or circumstances
enumerated in Section 11.01.                                                    

      Fidelity Bond: A fidelity bond to be maintained by the Interim
Servicer pursuant to Section 2.12.                                              

           Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

           Interest Rate Adjustment Date: With respect to each adjustable rate
Mortgage Loan, the date, specified in the related Mortgage Note and the related 
Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.        

Interim Period: As defined in the recitals.             

  Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the    
sale of the related Mortgaged Property if the Mortgaged Property is acquired in 
satisfaction of the Mortgage Loan.                                              

Monthly Remittance Advice: As defined in Section 3.01.  

          Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or a President or Vice President and by 
the Treasurer or the Secretary of the Interim Servicer, and delivered to the    
Purchaser.                                                                      

         Prime Rate: The prime rate announced to be in effect from time to
time, as published as the average rate in The Wall Street Journal (Northeast    
edition).                                                                       

           Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date,         
including any prepayment penalty or premium thereon and which is not accompanied
by an amount of interest representing scheduled interest due on any date or     
dates in any month or months subsequent to the month of prepayment.             

           Principal Prepayment Period: The month preceding the month in which
the related Remittance Date occurs.                                             

     Purchase Agreement: The Mortgage Loan Purchase and Warranties
Agreement between the Purchaser and the Seller related to the purchase of the   
Mortgage Loans dated as of the initial Cut-off Date.                            

            Qualified Depository: A commercial bank, a savings bank or a savings
and loan association (which may be a depository affiliate of the Servicer). In  
any case, the Custodial Account shall be insured by the FDIC in a manner which  
shall provide maximum available insurance thereunder and which may be drawn on  
by the Servicer.                                                                

           Remittance Date: The 18th day of any month (or, if such 18th day is
not a Business Day, the following Business Day).                                

           REO Property: A Mortgaged Property acquired by the Purchaser or its
designee or the Interim Servicer on behalf of the Purchaser through foreclosure 
or by deed in lieu of foreclosure, as described in Section 2.15.                

Seller: As defined in the recitals to this Agreement.   

           Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and            
disbursements) incurred in the performance by the Interim Servicer of its       
servicing obligations, including, but not limited to, the cost of (a) the       
preservation, restoration and protection of the Mortgaged Property, (b) any     
enforcement or judicial proceedings, including foreclosures, (c) the management 
and liquidation of the Mortgaged Property if the Mortgaged Property is acquired 
in satisfaction of the Mortgage and (d) compliance with the obligations under   
Section 2.08 (except with respect to any expenses incurred in connection with   
procuring or transferring Tax Service Contracts as provided therein).           

         Servicing Fee: With respect to each Mortgage Loan subject to this
Agreement, the amount of the annual fee the Purchaser shall pay to the Servicer,
which shall, for each month, be equal to one-twelfth of (i) the product of the  
Servicing Fee Rate and (ii) the unpaid principal balance of such Mortgage Loan. 
Such fee shall be payable monthly, computed on the basis of the same principal  
amount and period respecting which any related interest payment on a Mortgage   
Loan is computed, and shall be pro rated (based upon the number of days of the  
related month the Interim Servicer so acted as Interim Servicer relative to the 
total number of days in that month) for each part thereof.                      

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

    Servicing File: With respect to each Mortgage Loan, the file
retained by the Interim Servicer, during the period in which the Interim        
Servicer is acting as servicer pursuant to this Agreement, consisting of        
originals of all documents in the Mortgage File which are not delivered to the  
Purchaser, its designee or the Custodian and copies of the Mortgage Loan        
Documents listed on Exhibit A to the Purchase Agreement.                        

      Tax Service Contract: A paid-in-full, life-of-loan tax service
contract with Lareta, as described in Section 2.08 hereof.                      

        Transfer Date: The date on which the Purchaser, or its designee,
shall receive the transfer of servicing responsibilities and begin to perform   
the servicing of the Mortgage Loans with respect to the related Mortgage Loan   
Package, and the Interim Servicer shall cease all servicing responsibilities.   
Such date shall occur on the 90th day following the related Closing Date or such
other day to be mutually agreed to by the Purchaser and the Interim Servicer in 
accordance with Section 6.02 hereof.                                            

ARTICLE II

 SERVICING

Section 2.01 Interim Servicer to Act as Servicer.       

        (a) From and after the related Closing Date to and including the
related Transfer Date, the Interim Servicer, as an independent contractor, shall
service and administer each Mortgage Loan and shall have full power and         
authority, acting alone, to do any and all things in connection with such       
servicing and administration which the Interim Servicer may deem necessary or   
desirable, consistent with the terms of this Agreement and with Accepted        
Servicing Practices. Except as set forth in this Agreement, the Interim Servicer
shall service the Mortgage Loans on an "actual/actual" basis.                   

         Consistent with the terms of this Agreement, the Interim Servicer
may waive, modify or vary any term of any Mortgage Loan or consent to the       
postponement of strict compliance with any such term or in any manner grant     
indulgence to any Mortgagor if in the Interim Servicer's reasonable and prudent 
determination such waiver, modification, postponement or indulgence is not      
individually or in the aggregate materially adverse to the Purchaser, provided, 
however, that unless the Interim Servicer has obtained the prior written consent
of the Purchaser, the Interim Servicer shall not permit any modification with   
respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer
or forgive the payment of principal or interest or any penalty or premium on the
prepayment of principal, reduce or increase the outstanding principal balance   
(except for actual payments of principal) or change the final maturity date on  
such Mortgage Loan. Without limiting the generality of the foregoing, the       
Interim Servicer shall continue, and is hereby authorized and empowered, to     
execute and deliver on behalf of itself and the Purchaser, all instruments of   
satisfaction or cancellation, or of partial or full release, discharge and all  
other comparable instruments, with respect to the Mortgage Loans and with       
respect to the Mortgaged Properties. If reasonably required by the Interim      
Servicer, the Purchaser shall furnish the Interim Servicer with any powers of   
attorney and other documents necessary or appropriate to enable the Interim     
Servicer to carry out its servicing and administrative duties under this        
Agreement.                                                                      

      In servicing and administering the Mortgage Loans, the Interim
Servicer shall employ procedures (including collection procedures) and exercise 
the same care that it customarily employs and exercises in servicing and        
administering mortgage loans for its own account, giving due consideration to   
Accepted Servicing Practices where such practices do not conflict with the      
requirements of this Agreement, and the Purchaser's reliance on the Interim     
Servicer. In addition, the Interim Servicer shall retain adequate personnel to  
effect such servicing and administration of the Mortgage Loans.                 

         The Interim Servicer shall keep at its servicing office books and
records in which, subject to such reasonable regulations as it may prescribe,   
the Interim Servicer shall note transfers of Mortgage Loans. No transfer of a   
Mortgage Loan may be made unless such transfer is in compliance with the terms  
hereof. For the purposes of this Agreement, Interim Servicer shall be under no  
obligation to deal with any Person with respect to this Agreement or the        
Mortgage Loans unless the Interim Servicer has been notified of such transfers  
as provided in this Section 2.01. The Purchaser may sell and transfer, in whole 
or in part, the Mortgage Loans, provided that no such sale and transfer shall be
binding upon Interim Servicer unless such transferee shall agree in writing to  
be bound by the terms of this Agreement and the Purchase Agreement. Upon the    
execution of such writing, the Interim Servicer shall mark its books and records
to reflect the ownership of the Mortgage Loans by such assignee, and the        
previous Purchaser shall be released from its obligations hereunder. This       
Agreement shall be binding upon and inure to the benefit of the Purchaser and   
the Interim Servicer and their permitted successors, assignees and designees.   

            The Servicing File retained by the Interim Servicer pursuant to this
Agreement shall be appropriately marked and identified in the Interim Servicer's
computer system to clearly reflect the sale of the related Mortgage Loan to the 
Purchaser. The Interim Servicer shall release from its custody the contents of  
any Servicing File retained by it only in accordance with this Agreement, except
when such release is required in connection with a repurchase of any such       
Mortgage Loan pursuant to Section 9 of the Purchase Agreement.                  

      The Interim Servicer shall forward to the Custodian or, at the
request of the Purchaser, to the Purchaser or its designee, original documents  
evidencing an assumption, modification, consolidation or extension of any       
Mortgage Loan entered into in accordance with this Agreement within two weeks of
their execution; provided, however, that the Interim Servicer shall provide the 
Custodian with a certified true copy of any such document submitted for         
recordation within two weeks of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by  
the appropriate public recording office to be a true and complete copy of the   
original within 180 days of its submission for recordation.                     

         In the event that such original or copy of any document submitted
for recordation to the appropriate public recording office is not so delivered  
to the Custodian within 180 days of the related Closing Date, and in the event  
that the Interim Servicer does not cure such failure within 30 days of discovery
or receipt of written notification of such failure from the Purchaser, the      
related Mortgage Loan shall, upon the request of the Purchaser, be repurchased  
by the Interim Servicer at the price and in the manner specified in Section 9 of
the Purchase Agreement. The foregoing repurchase obligation shall not apply in  
the event that the Interim Servicer cannot deliver such original or copy of any 
document submitted for recordation to the appropriate public recording office   
within the specified period due to a delay caused by the recording office in the
applicable jurisdiction, provided that (i) the Interim Servicer shall deliver a 
recording receipt of such recording office or, if such recording receipt is not 
available, an Officer's Certificate of the Interim Servicer, which shall (i)    
identify the recorded document, (ii) state that the recorded document has not   
been delivered to the Custodian due solely to a delay caused by the public      
recording office, (iii) state the amount of time generally required by the      
applicable recording office to record and return a document submitted for       
recordation, and (iv) specify the date the applicable recorded document will be 
delivered to the Custodian; provided, however, that any recorded document shall 
in no event be delivered later than one year following the related Closing Date.

           The Interim Servicer shall have an internal quality control program
that verifies in a manner consistent with accepted industry procedures, on a    
regular basis, the existence and accuracy of the legal documents, credit        
documents, property appraisals, and underwriting decisions. The program shall   
include evaluating and monitoring the overall quality of the Seller's loan      
production and the servicing activities of the Interim Servicer. The program is 
to ensure that the Mortgage Loans are serviced in accordance with Accepted      
Servicing Practices; guard against dishonest, fraudulent, or negligent acts; and
guard against errors and omissions by officers, employees, or other authorized  
persons.                                                                        

          (b) In addition to the Interim Servicer's servicing obligations as
set forth herein, the Interim Servicer shall not consent to the placement of a  
lien on the Mortgaged Property senior to that of the related Mortgage.          

Section 2.02 Liquidation of Mortgage Loans.             

         In the event that any payment due under any Mortgage Loan and not
postponed pursuant to Section 2.01 is not paid when the same becomes due and    
payable, or in the event the Mortgagor fails to perform any other covenant or   
obligation under the Mortgage Loan and such failure continues beyond any        
applicable grace period, the Interim Servicer shall take such action as (1) the 
Interim Servicer would take under similar circumstances with respect to a       
similar mortgage loan held for its own account for investment, (2) shall be     
consistent with Accepted Servicing Practices, and (3) the Interim Servicer shall
determine prudently to be in the best interest of Purchaser. Notwithstanding the
foregoing, the Interim Servicer acknowledges that certain of the Mortgage Loans 
have certain characteristics which may increase the likelihood of defaults under
the Mortgage Notes. Therefore, the Interim Servicer shall strictly comply with  
the Delinquency Collection Policies and Procedures in connection with, among    
other things, delinquencies and environmental concerns.                         

Section 2.03 Collection of Mortgage Loan Payments.      

    Continuously from the related Closing Date until the related
Transfer Date the Interim Servicer shall proceed diligently to collect all      
payments due under each of the related Mortgage Loans when the same shall become
due and payable and shall take special care in ascertaining and estimating      
Escrow Payments and all other charges that will become due and payable with     
respect to the Mortgage Loans and each related Mortgaged Property, 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.                                

        Section 2.04 Establishment of and Deposits to Custodial Account.

         The Interim Servicer shall segregate and hold all funds collected
and received pursuant to the Mortgage Loans separate and apart from any of its  
own funds and general assets and shall establish one or more Custodial Accounts,
in the form of time deposit or demand accounts, titled "Fremont Investment &    
Loan, in trust for Barclays Bank PLC as Purchaser of Mortgage Loans and various 
Mortgagors." The Custodial Account shall be established with a Qualified        
Depository acceptable to the Purchaser. Any funds deposited in the Custodial    
Account shall at all times be fully insured to the full extent permitted under  
applicable law. The creation of any Custodial Account shall be evidenced by a   
certification in the form of Exhibit 2 hereto, in the case of an account        
established with the Interim Servicer, or by a letter agreement in the form of  
Exhibit 3 hereto, in the case of an account held by a depository other than the 
Interim Servicer. A copy of such certification or letter agreement shall be     
furnished to the Purchaser and, upon request, to any subsequent purchaser.      

        The Interim Servicer shall deposit in the Custodial Account on a
daily basis on or before the second Business Day following receipt thereof, the 
following collections received by the Interim Servicer and payments made by the 
Interim Servicer after the related 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 net of the
Servicing Fee;                                                      

           (iii) all Liquidation Proceeds and any amount received with respect
to REO Property;                                                    

    (iv) all Insurance Proceeds including amounts required to be
     deposited pursuant to Section 2.10 (other than proceeds to be held in the
    Escrow Account and applied to the restoration or repair of the Mortgaged
   Property or released to the Mortgagor in accordance with Section 2.14),
Section 2.11 and 2.15;                                              

  (v) all Condemnation Proceeds which are not applied to the
restoration or repair of the Mortgaged Property or released to the  
Mortgagor in accordance with Section 2.14;                          

         (vi) any amount required to be deposited in the Custodial Account
pursuant to Section 2.01, 2.09, 2.16, 3.01, 4.01 or 4.02;           

          (vii) any amounts payable in connection with the repurchase of any
Mortgage Loan pursuant to Section 9 of the Purchase Agreement;      

    (viii) any prepayment penalties received with respect to any
Mortgage Loan; and                                                  

         (ix) any amounts required to be deposited by the Interim Servicer
    pursuant to Section 2.11 in connection with the deductible clause in any
blanket hazard insurance policy.                                    

         The foregoing requirements for deposit into the Custodial Account
shall be exclusive, it being understood and agreed that, without limiting the   
generality of the foregoing, unless otherwise provided herein, payments in the  
nature of late payment charges and assumption fees, to the extent permitted by  
Section 4.01, need not be deposited by the Interim Servicer into the Custodial  
Account. Any interest paid on funds deposited in the Custodial Account by the   
depository institution shall accrue to the benefit of the Interim Servicer and  
the Interim Servicer shall be entitled to retain and withdraw such interest from
the Custodial Account pursuant to Section 2.05.                                 

  Section 2.05 Permitted Withdrawals from Custodial Account.

     Subject to Section 3.01, on each Remittance Date, the Interim
Servicer shall be entitled to funds from the Custodial Account for the following
purposes:                                                                       

(i) to pay to the Interim Servicer the Servicing Fee;   

         (ii) to reimburse the Interim Servicer for unreimbursed Servicing
    Advances (except to the extent reimbursed pursuant to Section 2.07), any
      accrued but unpaid Servicing Fees and for unreimbursed advances of Interim
Servicer funds made pursuant to Sections 2.16 or 3.03, the Interim  
     Servicer's right to reimburse itself pursuant to this subclause (ii) with
respect to any Mortgage Loan being limited to related Liquidation   
      Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts
as may be collected by the Interim Servicer from the Mortgagor or   
     otherwise relating to the Mortgage Loan, it being understood that, in the
      case of any such reimbursement, the Interim Servicer's right thereto shall
  be prior to the rights of the Purchaser, except that where the Interim
     Servicer is required to purchase a Mortgage Loan pursuant to Section 4.02
 of this Agreement, the Interim Servicer's right to such reimbursement
 shall be subsequent to the payment to the Purchaser of the Repurchase
     Price pursuant to such sections and all other amounts required to be paid
to the Purchaser with respect to such Mortgage Loan;                

      (iii) to pay the Interim Servicer any interest earned on funds
    deposited in the Custodial Account (all such interest to be paid monthly
not later than each Remittance Date); and                           

  (iv) to clear and terminate the Custodial Account upon the
termination of this Agreement.                                      

     Section 2.06 Establishment of and Deposits to Escrow Account.

         The Interim 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, "Fremont Investment & Loan, in trust for Barclays Bank PLC as 
Purchaser of Mortgage Loans and various Mortgagors." The Escrow Account shall be
established with a Qualified Depository, in a manner which shall provide maximum
available insurance thereunder. Funds deposited in the Escrow Accounts may be   
drawn on by the Interim Servicer in accordance with Section 2.07. The creation  
of any Escrow Account shall be evidenced by a certification in the form of      
Exhibit 4 hereto, in the case of an account established with the Interim        
Servicer, or by a letter agreement in the form of Exhibit 5 hereto, in the case 
of an account held by a depository other than the Interim Servicer. A copy of   
such certification shall be furnished to the Purchaser and, upon request, to any
subsequent Purchaser.                                                           

            The Interim Servicer shall deposit in the Escrow Account or Accounts
on a daily basis, and retain therein:                                           

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

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

           The Interim Servicer shall make withdrawals from the Escrow Account
only to effect such payments as are required under this Agreement, as set forth 
in Section 2.07. The Interim Servicer shall be entitled to retain any interest  
paid on funds deposited in the Escrow Account by the depository institution,    
other than interest on escrowed funds required by law or the applicable mortgage
loan documents to be paid to the Mortgagor. To the extent required by law, the  
Interim Servicer shall pay from its own funds 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.                   

Section 2.07 Permitted Withdrawals from Escrow Account. 

          Withdrawals from the Escrow Account or Accounts may be made by the
Interim 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 the Interim Servicer for any Servicing Advance
      made by the Interim Servicer pursuant to Section 2.08 (except with respect
to any expenses incurred in procuring or transferring Tax Service   
     Contracts) 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 or
 applicable federal or state law or judicial or administrative ruling;

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

     (v) for application to restoration or repair of the Mortgaged
Property in accordance with the procedures outlined in Section 2.14;

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

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

(viii) to withdraw funds deposited in error.            

       Section 2.08 Payment of Taxes, Insurance and Other Charges; Tax
Service Contracts.                                                              

      With respect to each Mortgage Loan, the Interim Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,         
assessments, water rates, sewer rents, and other charges which are or may become
a lien upon the Mortgaged Property and the status of fire and hazard insurance  
coverage and shall obtain, from time to time, all bills for the payment of such 
charges (including renewal premiums) and shall effect payment thereof prior to  
the applicable penalty or termination date, employing for such purpose deposits 
of the Mortgagor in the Escrow Account which shall have been estimated and      
accumulated by the Interim Servicer in amounts sufficient for such purposes, as 
allowed under the terms of the Mortgage. To the extent that a Mortgage does not 
provide for Escrow Payments, the Interim Servicer shall determine whether any   
such payments are made by the Mortgagor at the time they first become due. The  
Interim Servicer assumes full responsibility for the timely payment of all such 
bills and shall effect timely payment of all such charges irrespective of each  
Mortgagor's faithful performance in the payment of same or the making of the    
Escrow Payments, and the Interim Servicer shall make Servicing Advances to      
effect such payments within such time period as will avoid the loss of the      
related Mortgaged Property by foreclosure of a tax or other lien.               

           The Interim Servicer shall ensure that each of the First Lien Loans
shall be covered by a Tax Service Contract which shall be assigned to the       
Purchaser or the Purchaser's designee at the Interim Servicer's expense in the  
event that the Interim Servicer is terminated as interim servicer of the related
Mortgage Loan(s) hereunder. To the extent that a First Lien Loan does not have a
Tax Service Contract, the Interim Servicer shall pay the Purchaser the cost to  
procure a Tax Service Contract for such Mortgage Loan on the applicable Closing 
Date.                                                                           

Section 2.09 Protection of Accounts.                    

           The Interim Servicer may transfer the Escrow Account to a different
Qualified Depository from time to time. Such transfer shall be made only upon   
obtaining the prior written consent of the Purchaser, which consent shall not be
withheld unreasonably.                                                          

       The Interim Servicer shall bear any expenses, losses or damages
sustained by the Purchaser because the Escrow Account are not demand deposit    
accounts.                                                                       

Section 2.10 Maintenance of Hazard Insurance.           

           The Interim Servicer shall cause to be maintained for each Mortgage
Loan, hazard insurance such that all buildings upon the Mortgaged Property are  
insured by a generally acceptable insurer rated A:VI or better in the current   
Best's Key Rating Guide ("Best's") against loss by fire, hazards of extended    
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located.                                                            

            If required by the National Flood Insurance Act of 1968, as amended,
each Mortgage Loan is, and shall continue to be, covered by a flood insurance   
policy meeting the requirements of the current guidelines of the Federal        
Insurance Administration as in effect with a generally acceptable insurance     
carrier rated A:VI or better in Best's in an amount representing coverage not   
less than the lesser of (i) the aggregate unpaid principal balance of the       
related Mortgage Loan and of any mortgage loan senior to such Mortgage Loan,    
(ii) the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended (regardless of whether the area in which such 
Mortgaged Property is located is participating in such program), and (iii) the  
full replacement value of the improvements which are part of such Mortgaged     
Property. If a Mortgaged Property is located in a special flood hazard area and 
is not covered by flood insurance or is covered in an amount less than the      
amount required by the National Flood Insurance Act of 1968, as amended, the    
Interim Servicer shall notify the related Mortgagor that the Mortgagor must     
obtain such flood insurance coverage, and if said Mortgagor fails to obtain the 
required flood insurance coverage within forty five (45) days after such        
notification, the Interim Servicer shall immediately force place the required   
flood insurance on the Mortgagor's behalf.                                      

        If a Mortgage is secured by a unit in a condominium project, the
Interim Servicer shall verify that the coverage required of the owner's         
association, including hazard, flood, liability, and fidelity coverage, is being
maintained in accordance with the related Underwriting Guidelines, and secure   
from the owner's association its agreement to notify the Interim Servicer       
promptly of any change in the insurance coverage or of any condemnation or      
casualty loss that may have a material effect on the value of the Mortgaged     
Property as security.                                                           

           The Interim Servicer shall cause to be maintained on each Mortgaged
Property such other or additional insurance as may be required pursuant to such 
applicable laws and regulations as shall at any time be in force and as shall   
require such additional insurance, or as may be required to conform with        
Accepted Servicing Practices.                                                   

     In the event that the Purchaser or the Interim Servicer shall
determine that the Mortgaged Property should be insured against loss or damage  
by hazards and risks not covered by the insurance required to be maintained by  
the Mortgagor pursuant to the terms of the Mortgage, the Interim Servicer shall 
communicate and consult with the Mortgagor with respect to the need for such    
insurance and bring to the Mortgagor's attention the desirability of protection 
of the Mortgaged Property.                                                      

           All policies required hereunder shall name the Interim Servicer and
its successors and assigns as a mortgagee and loss payee and shall be endorsed  
with non contributory standard or New York mortgagee clauses which shall provide
for at least 30 days prior written notice of any cancellation, reduction in     
amount or material change in coverage.                                          

     The Interim Servicer shall not interfere with the Mortgagor's
freedom of choice in selecting either his insurance carrier or agent, provided, 
however, that the Interim Servicer shall not accept any such insurance policies 
from insurance companies unless such companies are rated A:VI or better in      
Best's and are licensed to do business in the jurisdiction in which the         
Mortgaged Property is located. The Interim Servicer shall determine that such   
policies provide sufficient risk coverage and amounts, that they insure the     
property owner and that they properly describe the property address. The Interim
Servicer shall furnish to the Mortgagor a formal notice of expiration of any    
such insurance in sufficient time for the Mortgagor to arrange for renewal      
coverage by the expiration date; provided, however, that in the event that no   
such notice is furnished by the Interim Servicer, the Interim Servicer shall    
ensure that replacement insurance policies are in place in the required         
coverages and the Interim Servicer shall be solely liable for any losses in the 
event coverage is not provided.                                                 

      Pursuant to Section 2.04, any amounts collected by the Interim
Servicer under any such policies (other than amounts to be deposited in the     
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 the Interim Servicer's normal     
servicing procedures as specified in Section 2.14) shall be deposited in the    
Custodial Account subject to withdrawal pursuant to Section 2.05.               

Section 2.11 [reserved].                                

          Section 2.12 Maintenance of Fidelity Bond and Errors and Omissions
Insurance.                                                                      

          The Interim 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 Mortgage Loans. These policies shall insure the Interim  
Servicer against losses resulting from dishonest or fraudulent acts committed by
the Interim Servicer's personnel, any employees of outside firms that provide   
data processing services for the Interim Servicer, and temporary contract       
employees or student interns. The Fidelity Bond shall also protect and insure   
the Interim Servicer against losses in connection with the release or           
satisfaction of a Mortgage Loan without having obtained payment in full of the  
indebtedness secured thereby. No provision of this Section 2.12 requiring such  
Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or       
relieve the Interim Servicer from its duties and obligations as set forth in    
this Agreement. The minimum coverage under any such Fidelity Bond and insurance 
policy shall be at least equal to the corresponding amounts required by Accepted
Servicing Practices. Upon the request of the Purchaser, the Interim Servicer    
shall cause to be delivered to the Purchaser a certified true copy of such      
Fidelity Bond and Errors and Omissions Insurance Policy and a statement from the
surety and the insurer that such Fidelity Bond and Errors and Omissions         
Insurance Policy shall in no event be terminated or materially modified without 
30 days' prior written notice to the Purchaser.                                 

Section 2.13 Inspections.                               

          The Interim Servicer shall inspect the Mortgaged Property as often
as is deemed necessary by the Interim Servicer to assure itself that the value  
of the Mortgaged Property is being preserved. The Interim Servicer shall keep a 
written report of each such inspection.                                         

Section 2.14 Restoration of Mortgaged Property.         

          The Interim Servicer need not obtain the approval of the Purchaser
prior to releasing any Insurance Proceeds or Condemnation 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 and the terms
of this Agreement. At a minimum, the Interim Servicer shall comply with the     
following conditions in connection with any such release of Insurance Proceeds  
or Condemnation Proceeds:                                                       

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

            (ii) the Interim 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;

         (iii) the Interim Servicer shall verify that the Mortgage Loan is
not in default; and                                                 

       (iv) pending repairs or restoration, the Interim Servicer shall
place the Insurance Proceeds or Condemnation Proceeds in the Escrow 
Account.                                                            

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

       Section 2.15 Title, Management and Disposition of REO Property.

        In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale  
shall be issued in the name of the Interim Servicer or its designee, on behalf  
of the Purchaser, or in the event the Purchaser or its designee is not          
authorized or permitted to hold title to real property in the state where the   
REO Property is located, or would be adversely affected under the "doing        
business" or tax laws of such state by so holding title, the deed or certificate
of sale shall be issued in the name of such Person or Persons as shall be       
consistent with an Opinion of Counsel obtained by the Interim Servicer from any 
attorney duly licensed to practice law in the state where the REO Property is   
located. The Person or Persons holding such title other than the Interim        
Servicer shall acknowledge in writing that such title is being held as nominee  
for the Interim Servicer, on behalf of the Purchaser.                           

        The Interim Servicer shall manage, conserve, protect and operate
each REO Property for the Purchaser solely for the purpose of its prompt        
disposition and sale. The Interim Servicer, either itself or through an agent   
selected by the Interim 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  
Interim Servicer shall attempt to sell the same (and may temporarily rent the   
same for a period not greater than one year, except as otherwise provided below)
on such terms and conditions as the Interim Servicer deems to be in the best    
interest of the Purchaser. The Interim Servicer shall notify the Purchaser from 
time to time as to the status of each REO Property.                             

         The Interim Servicer shall use its best efforts to dispose of the
REO Property as soon as possible and shall sell such REO Property in any event  
within one year after title has been taken to such REO Property, unless the     
Interim Servicer determines, and gives an appropriate notice to the Purchaser to
such effect, that a longer period is necessary for the orderly liquidation of   
such REO Property. If a period longer than one year is permitted under the      
foregoing sentence and is necessary to sell any REO Property, (i) the Interim   
Servicer shall report monthly to the Purchaser as to the progress being made in 
selling such REO Property and (ii) if, with the written consent of the          
Purchaser, a purchase money mortgage is taken in connection with such sale, such
purchase money mortgage shall name the Interim Servicer as mortgagee, and such  
purchase money mortgage shall not be held pursuant to this Agreement, but       
instead a separate participation agreement among the Interim Servicer and       
Purchaser shall be entered into with respect to such purchase money mortgage.   

          The Interim Servicer shall also maintain on each REO Property fire
and hazard insurance with extended coverage in an amount which is at least equal
to the maximum insurable value of the improvements which are a part of such     
property, liability insurance and, to the extent required and available under   
the National Flood Insurance Act of 1968, as amended, flood insurance in the    
amount required in Section 2.10 hereof.                                         

            Each REO disposition shall be carried out by the Interim Servicer at
such price and upon such terms and conditions as the Interim Servicer reasonably
determines to be in the best interest of the Purchaser and provided the sales   
price and the related terms and conditions are results of arm's-length          
negotiation. No REO disposition shall be effected without the prior written     
consent of the Purchaser. The proceeds of sale of the REO Property shall be     
promptly deposited in the Custodial Account. As soon as practical thereafter the
expenses of such sale shall be paid and the Interim Servicer shall reimburse    
itself pursuant to Section 2.05 (ii) hereof, for any related unreimbursed       
Servicing Advances, unpaid Servicing Fees and unreimbursed advances made        
pursuant to this Section, and on the Remittance Date immediately following the  
Principal Prepayment Period in which such sale proceeds are received, the net   
cash proceeds of such sale remaining in the Custodial Account shall be          
distributed to the Purchaser; provided that such distribution shall, in any     
event, be made within ninety (90) days from and after the closing of the sale of
such REO Property.                                                              

          With respect to each REO Property, the Interim Servicer shall hold
all funds collected and received in connection with the operation of the REO    
Property in the Custodial Account. The Interim Servicer shall cause to be       
deposited on a daily basis upon the receipt thereof in each Custodial Account   
all revenues received with respect to the conservation and disposition of the   
related REO Property.                                                           

        Section 2.16 Permitted Withdrawals with Respect to REO Property.

   The Interim Servicer shall withdraw funds on deposit in the
Custodial Account with respect to each related REO Property necessary for the   
proper operation, management and maintenance of the REO Property, including the 
cost of maintaining any hazard insurance pursuant to Section 2.10 and the fees  
of any managing agent acting on behalf of the Interim Servicer. The Interim     
Servicer shall make monthly distributions on each Remittance Date to the        
Purchaser of the net cash flow from the REO Property (which shall equal the     
revenues from such REO Property net of the expenses described in Section 2.15   
and of any reserves reasonably required from time to time to be maintained to   
satisfy anticipated liabilities for such expenses).                             

Section 2.17 Real Estate Owned Reports.                 

           Together with the statement furnished pursuant to Section 2.19, the
Interim Servicer shall furnish to the Purchaser on or before the Remittance Date
a statement in the form of Exhibit 6 hereto with respect to any REO Property    
covering the operation of such REO Property for the previous month and the      
Interim 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 
month. That statement shall be accompanied by such other information as the     
Purchaser shall reasonably request.                                             

Section 2.18 Liquidation Reports.                       

  Upon the foreclosure sale of any Mortgaged Property or the
acquisition thereof by the Purchaser pursuant to a deed in lieu of foreclosure, 
the Interim Servicer shall submit to the Purchaser a liquidation report in the  
form of Exhibit 7 hereto with respect to such Mortgaged Property.               

          Section 2.19 Reports of Foreclosures and Abandonments of Mortgaged
Property.                                                                       

      Following the foreclosure sale or abandonment of any Mortgaged
Property, the Interim Servicer shall report such foreclosure or abandonment as  
required pursuant to Section 6050J of the Code or any successor provision       
thereof.                                                                        

Section 2.20 Notification of Adjustments.               

       With respect to each Adjustable Rate Mortgage Loan, the Interim
Servicer shall adjust the Mortgage Interest Rate on the related Interest Rate   
Adjustment Date and shall adjust the Monthly Payment accordingly in compliance  
with the requirements of applicable law and the related Mortgage and Mortgage   
Note. If, pursuant to the terms of the Mortgage Note, another index is selected 
for determining the Mortgage Interest Rate, the same index will be used with    
respect to each Mortgage Note which requires a new index to be selected,        
provided that such selection does not conflict with the terms of the related    
Mortgage Note. The Interim Servicer shall execute and deliver any and all       
necessary notices required under applicable law and the terms of the related    
Mortgage Note and Mortgage regarding the Mortgage Interest Rate and the Monthly 
Payment adjustments. The Interim Servicer shall promptly upon written request   
thereof, deliver to the Purchaser such notifications and any additional         
applicable data regarding such adjustments and the methods used to calculate and
implement such adjustments. Upon the discovery by the Interim Servicer, or any  
Purchaser that the Interim Servicer has failed to adjust a Mortgage Interest    
Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and
Mortgage, the Interim Servicer shall immediately deposit in the Custodial       
Account from its own funds the amount of any interest loss caused the Purchaser 
thereby.                                                                        

 ARTICLE III

 PAYMENTS TO PURCHASER

Section 3.01 Remittances.                               

        On or before each Determination Date, the Interim Servicer shall
submit to the Purchaser the monthly remittance advice required by Section 3.02  
of this Agreement (the "Monthly Remittance Advice"), setting forth the sources  
and uses of funds deposited by the Interim Servicer into the Custodial Account. 
If such Monthly Remittance Advice is determined by the Purchaser to be in order,
on each Remittance Date the Purchaser shall cause all amounts deposited in the  
Custodial Account as of the close of business on the immediately preceding      
Determination Date, minus any amounts attributable to Monthly Payments collected
but due on a Due Date or Dates subsequent to the first day of the month of the  
Remittance Date (which amounts shall be remitted on the Remittance Date next    
succeeding the Due Period for such amounts) to be remitted as follows: (i) to   
the Interim Servicer, amounts due to the Interim Servicer pursuant to Section   
2.05, and (ii) to the Purchaser, all funds remaining in the Custodial Account.  
In accordance with the foregoing, any prepayment in full and any prepayment     
penalties shall be remitted to the Purchaser on or before the Determination Date
for the month immediately following.                                            

          With respect to any funds deposited in the Custodial Account after
the second Business Day following the Business Day on which such deposit was    
required to be made, the Interim Servicer shall pay to the Purchaser interest on
any such late payment at an annual rate equal to the Prime Rate, adjusted as of 
the date of each change, plus two percentage points, but in no event greater    
than the maximum amount permitted by applicable law. Such interest shall be     
deposited in the Custodial Account by the Interim Servicer on the date such late
payment is made and shall cover the period commencing with the day following    
such second Business Day and ending with the Business Day on which such payment 
is made, both inclusive. Such interest shall be remitted along with the         
distribution payable on the next succeeding Remittance Date. The payment by the 
Interim Servicer of any such interest shall not be deemed an extension of time  
for payment or a waiver by the Purchaser of any Event of Default.               

Section 3.02 Statements to Purchaser.                   

        On or before each Determination Date, the Interim Servicer shall
furnish to the Purchaser a Monthly Remittance Advice, in hard copy and          
electronic format acceptable to the Purchaser, in the form set forth as Exhibit 
8 hereto, as to the accompanying remittance and the period ending on such       
Determination Date and a copy of the bank statement for the Custodial Account   
for the immediately preceding month.                                            

       In addition, the Interim Servicer shall furnish to Purchaser an
individual loan accounting report in hard copy and electronic format, as of the 
last Business Day of each month, in the Purchaser's assigned loan number order  
to document Mortgage Loan payment activity on an individual Mortgage Loan basis.
With respect to each month, the corresponding individual loan accounting report 
shall be received by the Purchaser no later than the fifth Business Day of the  
following month, which report shall contain the following:                      

    (i) with respect to each Monthly Payment, the amount of such
    remittance allocable to principal (including a separate breakdown of any
Principal Prepayment, including the date of such prepayment, and any
      prepayment penalties or premiums, along with a detailed report of interest
      on principal prepayment amounts remitted in accordance with Section 3.01);

     (ii) with respect to each Monthly Payment, the amount of such
remittance allocable to interest and assumption fees;               

          (iii) the amount of servicing compensation received by the Interim
Servicer during the prior distribution period;                      

          (iv) the aggregate Stated Principal Balance of the Mortgage Loans;

           (v) the aggregate of any expenses reimbursed to the Servicer during
the prior distribution period pursuant to Section 2.05 or 2.07; and 

       (vi) the number and aggregate outstanding principal balances of
      Mortgage Loans (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90
  days or more; (b) as to which foreclosure has commenced; and (c) as to
which REO Property has been acquired.                               

          The Interim Servicer shall also provide a trial balance, sorted in
Purchaser's assigned loan number order, in the form of Exhibit 1 hereto, with   
each such report.                                                               

In addition, not more than 60 days after the end of each calendar year,         
commencing with the first December 31 following the initial Cut-off Date, the   
Interim Servicer shall furnish to each Person who was a Purchaser of the        
Mortgage Loans at any time during such calendar year an annual statement in     
accordance with the requirements of applicable federal income tax law as to the 
aggregate of remittances for the applicable portion of such year.               

            Such obligation of the Interim Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be      
provided by the Interim Servicer pursuant to any requirements of the Internal   
Revenue Code as from time to time are in force.                                 

            The Interim Servicer shall prepare and file any and all tax returns,
information statements or other filings for the previous tax year and subsequent
tax years required to be delivered to any governmental taxing authority or to   
the Purchaser pursuant to any applicable law with respect to the Mortgage Loans 
and the transactions contemplated hereby. In addition, the Interim Servicer     
shall provide the Purchaser with such information concerning the Mortgage Loans 
as is necessary for the Purchaser to prepare its federal income tax return as   
the Purchaser may reasonably request from time to time and which may be         
reasonably available to the Interim Servicer.                                   

Section 3.03 Advances by Interim Servicer.              

          Except as otherwise provided herein, the Interim Servicer shall be
entitled to first priority reimbursement pursuant to Section 2.05 hereof for    
Servicing Advances from recoveries from the related Mortgagor or from all       
Liquidation Proceeds and other payments or recoveries (including Insurance      
Proceeds and Condemnation Proceeds) with respect to the related Mortgage Loan.  

ARTICLE IV

GENERAL SERVICING PROCEDURES

Section 4.01 Transfers of Mortgaged Property.           

           Except as otherwise set forth herein, the Interim Servicer shall be
required to enforce any "due-on-sale" provision contained in any 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 or the Mortgage Note. When the Mortgaged Property has been conveyed by 
the Mortgagor, the Interim 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 
the Interim Servicer shall not exercise such rights if prohibited by law from   
doing so.                                                                       

      If the Interim Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, the Interim Servicer will  
enter into an assumption agreement with the person to whom the Mortgaged        
Property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent permitted by   
applicable state law, the Mortgagor remains liable thereon. Where an assumption 
is allowed pursuant to this Section 4.01, the Interim Servicer is authorized to 
prepare substitution of liability agreement and any other document required in  
connection therewith to be entered into by the Purchaser and the person to whom 
the Mortgaged Property has been conveyed or is to be proposed to be conveyed    
pursuant to which the original Mortgagor is released from liability and such    
Person is substituted as Mortgagor and becomes liable under the related Mortgage
Note. Any such substitution of liability agreement shall be in lieu of an       
assumption agreement. If an assumption fee is collected by the Interim Servicer 
for entering into an assumption agreement, a portion of such fee, up to an      
amount equal to one-half of one percent (0.5%) of the outstanding principal     
balance of the related Mortgage Loan, will be retained by the Interim Servicer  
as additional servicing compensation, and any portion thereof in excess of      
one-half of one percent (0.5%) shall be deposited in the Custodial Account for  
the benefit of the Purchaser. In connection with any such assumption, neither   
the Mortgage Interest Rate borne by the related Mortgage Note, the term of the  
Mortgage Loan nor the outstanding principal amount of the Mortgage Loan shall be
changed.                                                                        

      To the extent that any Mortgage Loan is assumable, the Interim
Servicer shall inquire diligently into the creditworthiness of the proposed     
transferee, and shall use the Underwriting Guidelines for approving the credit  
of the proposed transferee which are used by the Interim Servicer 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 Guidelines,   
the Interim Servicer diligently shall, to the extent permitted by the Mortgage  
or the Mortgage Note and by applicable law, accelerate the maturity of the      
Mortgage Loan.                                                                  

      Section 4.02 Satisfaction of Mortgages and Release of Mortgage
Files.                                                                          

            Upon the payment in full of any Mortgage Loan, or the receipt by the
Interim Servicer of a notification that payment in full will be escrowed in a   
manner customary for such purposes, the Interim Servicer shall notify the       
Purchaser in the Monthly Remittance Advice as provided in Section 3.02, and may 
request the release of any Mortgage Loan Documents from the Purchaser in        
accordance with this Section 4.02 hereof. Such Mortgage Note shall be held by   
the Interim Servicer, in trust, for the purpose of canceling such Mortgage Note 
and delivering the cancelled Mortgage Note to the Mortgagor in a timely manner  
as and to the extent provided under applicable state law. If the Mortgage has   
been recorded in the name of MERS or its designee, the Interim Servicer shall   
take all necessary action to effect the release of the Mortgage Loan on the     
records of MERS.                                                                

        If the Interim Servicer satisfies or releases a Mortgage without
first having obtained payment in full of the indebtedness secured by the        
Mortgage or should the Interim Servicer otherwise prejudice any rights the      
Purchaser may have under the mortgage instruments, upon written demand of the   
Purchaser, the Interim Servicer shall purchase the related Mortgage Loan at the 
Repurchase Price by deposit thereof in the Custodial Account within 2 Business  
Days of receipt of such demand by the Purchaser. The Interim Servicer shall     
maintain a Fidelity Bond and Errors and Omissions Insurance Policy as provided  
for in Section 2.12 insuring the Interim Servicer against any loss it may       
sustain with respect to any Mortgage Loan not satisfied in accordance with the  
procedures set forth herein.                                                    

Section 4.03 Servicing Compensation.                    

           As consideration for servicing the Mortgage Loans during the period
from each Closing Date up to but not including the related Transfer Date, the   
Interim Servicer shall withdraw the Servicing Fee with respect to each Mortgage 
Loan from the Custodial Account pursuant to Section 2.05 hereof or may retain   
such amounts from deposits therein. Such Servicing Fee shall be payable monthly 
on the Mortgage Loans subject to this Agreement. The Servicing Fee shall be     
pro-rated when servicing is for less than one month. The obligation of the      
Purchaser to pay, and the Interim Servicer's right to withdraw, the Servicing   
Fee is limited to, and the Servicing Fee is payable solely from, the interest   
portion of such Monthly Payment collected by the Interim Servicer, or as        
otherwise provided under Section 2.05. The Interim Servicer recognizes that to  
the extent it does not recover all accrued but unpaid Servicing Fees under      
Section 4.03, the Purchaser shall not have any liability with respect to such   
shortfalls other then to require payment of such fees by any successor servicer 
following a servicing transfer.                                                 

            Additional servicing compensation in the form of assumption fees, to
the extent provided in Section 4.01, and late payment charges shall be retained 
by the Interim Servicer to the extent not required to be deposited in the       
Custodial Account. The Interim Servicer shall be required to pay all expenses   
incurred by it in connection with its servicing activities hereunder and shall  
not be entitled to reimbursement thereof except as specifically provided for    
herein.                                                                         

Section 4.04 Annual Statement as to Compliance.         

       In the event that the Interim Servicer continues to service any
Mortgage Loan following a Securitization Transfer, the Interim Servicer shall   
deliver to the Purchaser, on or before March 10th each year beginning March 10, 
2005, and on the final Transfer Date an Officer's Certificate, stating that (i) 
a review of the activities of the Interim Servicer during the preceding calendar
year and of performance under this Agreement has been made under such officer's 
supervision, and (ii) the Interim Servicer has complied fully with the          
provisions of Article II and Article IV, and (iii) to the best of such officer's
knowledge, based on such review, the Interim Servicer has fulfilled all its     
obligations under this Agreement throughout such year, or, if there has been a  
default in the fulfillment of any such obligation, specifying each such default 
known to such officer and the nature and status thereof and the action being    
taken by the Interim Servicer to cure such default.                             

     Section 4.05 Annual Independent Public Accountants' Servicing
Report.                                                                         

       In the event that the Interim Servicer continues to service any
Mortgage Loan following a Securitization Transfer, on or before March 10th of   
each year beginning March 10, 2005, the Interim Servicer, at its expense, shall 
cause a firm of independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement to each        
Purchaser to the effect that such firm has examined certain documents and       
records relating to the servicing of the Mortgage Loans during the preceding    
calendar year and this Agreement and that such firm is of the opinion that the  
provisions of Article II and Article III have been complied with, and that, on  
the basis of such examination conducted substantially in compliance with the    
Uniform Single Attestation Program for Mortgage Bankers, nothing has come to    
their attention which would indicate that such servicing has not been conducted 
in compliance therewith, except for such exceptions as such firm shall believe  
to be immaterial.                                                               

Section 4.06 Right to Examine Interim Servicer Records. 

           The Purchaser shall have the right to examine and audit any and all
of the books, records, or other material information of the Interim Servicer,   
whether held by the Interim Servicer or by another on its behalf, with respect  
to or concerning this Agreement or the Mortgage Loans, during business hours or 
at such other times as may be reasonable under applicable circumstances, upon   
reasonable advance notice.                                                      

    Section 4.07 Compliance with Gramm-Leach-Bliley Act of 1999.

         With respect to each Mortgage Loan and the related Mortgagor, the
Interim Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999
and all applicable regulations promulgated thereunder, and shall provide all    
notices required thereunder.                                                    

 ARTICLE V

 INTERIM SERVICER TO COOPERATE

Section 5.01 Provision of Information.                  

     During the term of this Agreement, the Interim Servicer shall
furnish to the Purchaser such periodic, special, or other reports or            
information, whether or not provided for herein, as shall be necessary,         
reasonable, or appropriate with respect to the Purchaser or the purposes of this
Agreement. All such reports or information shall be provided by and in          
accordance with all reasonable instructions and directions which the Purchaser  
may give.                                                                       

           The Interim Servicer shall execute and deliver all such instruments
and take all such action as the Purchaser may reasonably request from time to   
time, in order to effectuate the purposes and to carry out the terms of this    
Agreement.                                                                      

Section 5.02 Financial Statements; Servicing Facilities.

          In connection with marketing the Mortgage Loans, the Purchaser may
make available to a prospective purchaser audited financial statements of the   
corporate group that includes the Interim Servicer for the most recently        
completed two fiscal years for which such statements are available, as well as  
an Income Statement at the end of the last two fiscal years. The Interim        
Servicer also shall make available any comparable interim statements to the     
extent any such statements have been prepared by or on behalf of the corporate  
group that includes the Interim Servicer (and are available upon request to the 
public at large). The Interim Servicer shall furnish promptly to the Purchaser  
or a prospective purchaser copies of the statements specified above.            

         The Interim Servicer shall make available to the Purchaser or any
prospective Purchaser a knowledgeable financial or accounting officer for the   
purpose of answering questions respecting recent developments affecting the     
Interim Servicer or the financial statements of the corporate group that        
includes the Interim Servicer, and to permit any prospective purchaser to       
inspect the Interim Servicer's servicing facilities for the purpose of          
satisfying such prospective purchaser that the Interim Servicer has the ability 
to service the Mortgage Loans as provided in this Agreement.                    

ARTICLE VI

 TERMINATION

Section 6.01 [reserved].                                

Section 6.02 Termination Upon Transfer of Servicing.    

      (a) Termination Procedures. The Purchaser shall terminate this
Agreement and transfer the servicing from the Interim Servicer with respect to  
any Mortgage Loan on such Transfer Date as the Purchaser shall inform the       
Interim Servicer by providing written notice to the Interim Servicer at least 10
days prior to the related Transfer Date of its intent to transfer the servicing 
of the related Mortgage Loans from the Interim Servicer on the related Transfer 
Date, provided that, in any event, the Interim Servicer shall be given timely   
notice to allow the Interim Servicer to notify the related mortgagors of the    
transfer of servicing in accordance with the requirements of the RESPA and the  
Cranston Gonzalez National Affordable Housing Act of 1990. On or before the     
related Transfer Date specified by the Purchaser in accordance with this        
paragraph (a) for the transfer of servicing from the Interim Servicer, the      
Interim Servicer shall prepare, execute and deliver to the successor entity     
designated by the Purchaser any and all documents and other instruments, place  
in such successor's possession all Mortgage Loan Documents 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 the Interim Servicer's sole expense.   
The Interim Servicer shall cooperate fully with the Purchaser and such successor
in effecting the termination of the Interim Servicer's responsibilities and     
rights hereunder.                                                               

       (b) Transfer Procedures. On or prior to the applicable Transfer
Date, the Interim Servicer shall, at its sole cost and expense, take such steps 
as may be necessary or appropriate to effectuate and evidence the transfer of   
the servicing of the related Mortgage Loans to the Purchaser, or its designee,  
including but not limited to the following:                                     

        (i) Notice to Mortgagors. The Interim Servicer shall mail to the
    Mortgagor of each related Mortgage Loan a letter advising such Mortgagor
of the transfer of the servicing of the related Mortgage Loan to the
Purchaser, or its designee, in accordance with the Cranston Gonzales
   National Affordable Housing Act of 1990; provided, however, the content
    and format of the letter shall have the prior approval of the Purchaser.
    The Interim Servicer shall provide the Purchaser with copies of all such
related notices no later than the Transfer Date.                    

      (ii) Notice to Taxing Authorities and Insurance Companies. The
    Interim Servicer shall transmit to the applicable taxing authorities and
      insurance companies (including primary mortgage insurance policy insurers,
if applicable) and/or agents, notification of the transfer of the   
    servicing to the Purchaser, or its designee, and instructions to deliver
   all notices, tax bills and insurance statements, as the case may be, to
      the Purchaser from and after the Transfer Date. The Interim Servicer shall
   provide the Purchaser with copies of all such notices no later than the
Transfer Date.                                                      

       (iii) Delivery of Servicing Records. The Interim Servicer shall
    forward to the Purchaser, or its designee, all servicing records and the
Servicing File in the Interim Servicer's possession relating to each
related Mortgage Loan.                                              

    (iv) Escrow Payments. The Interim Servicer shall provide the
Purchaser, or its designee, with immediately available funds by wire
   transfer in the amount of the net Escrow Payments and suspense balances
   and all loss draft balances associated with the related Mortgage Loans.
The Interim Servicer shall provide the Purchaser with an accounting 
   statement, in electronic format acceptable to the Purchaser in its sole
discretion, of Escrow Payments and suspense balances and loss draft 
  balances sufficient to enable the Purchaser to reconcile the amount of
   such payment with the accounts of the Mortgage Loans. Additionally, the
   Interim Servicer shall wire transfer to the Purchaser the amount of any
   agency, trustee or prepaid Mortgage Loan payments and all other similar
amounts held by the Interim Servicer.                               

          (v) Payoffs and Assumptions. The Interim Servicer shall provide to
the Purchaser, or its designee, copies of all assumption and payoff 
      statements generated by the Interim Servicer on the related Mortgage Loans
from the related Cut-off Date to the Transfer Date.                 

            (vi) Mortgage Payments Received Prior to Transfer Date. Prior to the
Transfer Date all payments received by the Interim Servicer on each 
 related Mortgage Loan shall be properly applied to the account of the
particular Mortgagor.                                               

           (vii) Mortgage Payments Received after Transfer Date. The amount of
   any related Monthly Payments received by the Interim Servicer after the
      Transfer Date shall be forwarded to the Purchaser by overnight mail on the
    date of receipt or by wire transfer on the next succeeding Business Day.
     The Interim Servicer shall notify the Purchaser of the particulars of the
     payment, which notification requirement shall be satisfied if the Interim
Servicer forwards with its payment sufficient information to permit 
appropriate processing of the payment by the Purchaser. The Interim 
Servicer shall assume full responsibility for the necessary and     
  appropriate legal application of such Monthly Payments received by the
     Interim Servicer after the Transfer Date with respect to related Mortgage
   Loans then in foreclosure or bankruptcy; provided, for purposes of this
  Agreement, necessary and appropriate legal application of such Monthly
   Payments shall include, but not be limited to, endorsement of a Monthly
    Payment to the Purchaser with the particulars of the payment such as the
  account number, dollar amount, date received and any special Mortgagor
   application instructions and the Interim Servicer shall comply with the
      foregoing requirements with respect to all Monthly Payments received after
the Transfer Date.                                                  

          (viii) Misapplied Payments. Misapplied payments shall be processed
as follows:                                                         

                (A) All parties shall cooperate in correcting misapplication
errors;                                                 

          (B) The party receiving notice of a misapplied payment
            occurring prior to the applicable Transfer Date and discovered after
   the Transfer Date shall immediately notify the other party;

           (C) If a misapplied payment which occurred prior to the
          Transfer Date cannot be identified and said misapplied payment has
            resulted in a shortage in a Custodial Account or Escrow Account, the
         Interim Servicer shall be liable for the amount of such shortage.
            The Interim Servicer shall reimburse the Purchaser for the amount of
      such shortage within thirty (30) days after receipt of written
demand therefor from the Purchaser;                     

            (D) Any check issued hereunder shall be accompanied by a
          statement indicating the corresponding Seller and/or the Purchaser
     Mortgage Loan identification number and an explanation of the
allocation of any such payments.                        

            (ix) Books and Records. On the Transfer Date, the books, records and
 accounts of the Interim Servicer with respect to the related Mortgage
    Loans shall be in accordance with all applicable Purchaser requirements.

        (x) Reconciliation. The Interim Servicer shall, on or before the
Transfer Date, reconcile principal balances and make any monetary   
     adjustments required by the Purchaser. Any such monetary adjustments will
be transferred between the Interim Servicer and the Purchaser as    
appropriate.                                                        

           (xi) IRS Forms. The Interim Servicer shall file all IRS forms 1099,
   1099A, 1098 or 1041 and K-1 which are required to be filed on or before
the Transfer Date in relation to the servicing and ownership of the 
     related Mortgage Loans. The Interim Servicer shall provide copies of such
     forms to the Purchaser upon request and shall reimburse the Purchaser for
any costs or penalties incurred by the Purchaser due to the Interim 
Servicer's failure to comply with this paragraph.                   

      Except as otherwise provided in this Agreement, on the related
Transfer Date for each Mortgage Loan, this Agreement, except for Articles VI,   
VIII, IX and X which shall survive the related Transfer Date, shall terminate   
with respect to such Mortgage Loan.                                             

        (c) Mortgage Loans in Foreclosure. The servicing with respect to
Mortgage Loans in foreclosure on or before the related Transfer Date shall not  
be transferred from the Interim Servicer to the Purchaser or the successor      
servicer, as the case may be, and such Mortgage Loans shall continue to be      
serviced by the Interim Servicer pursuant to the terms of this Agreement.       
However, if the Purchaser so elects, the Purchaser may waive the provisions of  
this paragraph (b) and accept transfer of servicing of such Mortgage Loans and  
all amounts received by the Interim Servicer thereunder.                        

           (d) Servicing Advances. On the related Transfer Date, the Purchaser
shall cause the successor servicer to reimburse the Interim Servicer for any    
unreimbursed Servicing Advances with respect to any Mortgage Loan. This Section 
6.02(d) shall survive each Transfer Date.                                       

 ARTICLE VII

 BOOKS AND RECORDS

       Section 7.01 Possession of Servicing Files Prior to the Related
Transfer Date.                                                                  

          Prior to the related Transfer Date, the contents of each Servicing
File are and shall be held in trust by the Interim Servicer for the benefit of  
the Purchaser as the owner thereof. The Interim Servicer shall maintain in the  
Servicing File a copy of the contents of each Mortgage File and the originals of
the documents in each Mortgage File not delivered to the Purchaser. The         
possession of the Servicing File by the Interim Servicer is at the will of the  
Purchaser for the sole purpose of servicing the related Mortgage Loan, pursuant 
to this Agreement, and such retention and possession by the Interim Servicer is 
in its capacity as Servicer only and at the election of the Purchaser. The      
Interim Servicer shall release its custody of the contents of any Servicing File
only in accordance with written instructions from the Purchaser, unless such    
release is required as incidental to the Interim Servicer's servicing of the    
Mortgage Loans pursuant to this Agreement, or is in connection with a repurchase
of any Mortgage Loan pursuant to Section 9 of the Purchase Agreement.           

            The Interim Servicer shall be responsible for maintaining, and shall
maintain, a complete set of books and records for each Mortgage Loan which shall
be marked clearly to reflect the ownership of each Mortgage Loan by the         
Purchaser. In particular, the Interim Servicer shall maintain in its possession,
available for inspection by the Purchaser or its designee, and shall deliver to 
the Purchaser or its designee upon demand, evidence of compliance with all      
federal, state and local laws, rules and regulations, including but not limited 
to documentation as to the method used in determining the applicability of the  
provisions of the National Flood Insurance Act of 1968, as amended, to the      
Mortgaged Property, documentation evidencing insurance coverage and periodic    
inspection reports as required by Section 2.13.                                 

         The Interim Servicer shall keep at its servicing office books and
records in which, subject to such reasonable regulations as it may prescribe,   
the Interim Servicer shall note transfers of Mortgage Loans. No transfer of a   
Mortgage Loan may be made unless such transfer is in compliance with the terms  
hereof. For the purposes of this Agreement, the Interim Servicer shall be under 
no obligation to deal with any person with respect to this Agreement or the     
Mortgage Loans unless the books and records show such person as the owner of the
Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell  
or transfer one or more of the Mortgage Loans, provided, however, that the      
transferee will not be deemed to be a Purchaser hereunder binding upon the      
Interim Servicer unless such transferee shall agree in writing to be bound by   
the terms of this Agreement and of the assignment and assumption of this        
Agreement executed by the transferee shall have been delivered to the Interim   
Servicer. The Purchaser also shall advise the Interim Servicer of the transfer. 
Upon receipt of notice of the transfer, the Interim Servicer shall cause its    
books and records to reflect the ownership of the Mortgage Loans of such        
assignee, and shall release the previous Purchaser from its obligations         
hereunder with respect to the Mortgage Loans sold or transferred.               

ARTICLE VIII

INDEMNIFICATION AND ASSIGNMENT

Section 8.01 Indemnification.                           

           The Interim Servicer agrees to indemnify and hold the Purchaser and
any successor servicer and their respective present and former directors,       
officers, employees and agents harmless from any and all claims, losses,        
damages, penalties, fines, forfeitures, legal fees and expenses (including,     
without limitation, any legal fees and expenses, judgments or expenses relating 
to such liability, claim, loss or damage) and related costs, judgments, and any 
other costs, fees and expenses that such parties may sustain in any way related 
to the Interim Servicer's failure:                                              

           (a) to observe and perform any or all of Interim Servicer's duties,
obligations, covenants, agreements, warranties or representations contained in  
this Agreement or in the Purchase Agreement; or                                 

        (b) to comply with all applicable requirements contained in this
Agreement or the Purchase Agreement with respect to the servicing of the        
Mortgage Loan and the transfer of Servicing Rights.                             

        The Interim Servicer immediately shall notify the Purchaser if a
claim is made by a third party with respect to this Agreement. For purposes of  
this Section, "Purchaser" shall mean the Person then acting as the Purchaser    
under this Agreement and any and all Persons who previously were "Purchasers"   
under this Agreement.                                                           

         Promptly after receipt by an indemnified party under this Section
8.01 of notice of the commencement of any action, such indemnified party will,  
if a claim in respect thereof is to be made against the indemnifying party under
this Section 8.01, notify the indemnifying party in writing of the commencement 
thereof; but the omission so to notify the indemnifying party will not relieve  
the indemnifying party from any liability which it may have to any indemnified  
party under this Section 8.01, except to the extent that it has been prejudiced 
in any material respect, or from any liability which it may have, otherwise than
under this Section 8.01. In case any such action is brought against any         
indemnified party and it notifies the indemnifying party of the commencement    
thereof, the indemnifying party will be entitled to participate therein, and to 
the extent that it may elect by written notice delivered to the indemnified     
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel reasonably satisfactory to such     
indemnified party; provided that if the defendants in any such action include   
both the indemnified party and the indemnifying party and the indemnified party 
or parties shall have reasonably concluded that there may be legal defenses     
available to it or them and/or other indemnified parties which are different    
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such 
legal defenses and to otherwise participate in the defense of such action on    
behalf of such indemnified party or parties. Upon receipt of notice from the    
indemnifying party to such indemnified party of its election so to assume the   
defense of such action and approval by the indemnified party of counsel, the    
indemnifying party will not be liable to such indemnified party for expenses    
incurred by the indemnified party in connection with the defense thereof unless 
(i) the indemnified party shall have employed separate counsel in connection    
with the assertion of legal defenses in accordance with the proviso to the next 
preceding sentence (it being understood, however, that the indemnifying party   
shall not be liable for the expenses of more than one separate counsel (together
with one local counsel, if applicable)), (ii) the indemnifying party shall not  
have employed counsel reasonably satisfactory to the indemnified party to       
represent the indemnified party within a reasonable time after notice of        
commencement of the action or (iii) the indemnifying party has authorized in    
writing the employment of counsel for the indemnified party at the expense of   
the indemnifying party; and except that, if clause (i) or (iii) is applicable,  
such liability shall be only in respect of the counsel referred to in such      
clause (i) or (iii).                                                            

            Section 8.02 Limitation on Liability of Interim Servicer and Others.

        Neither the Interim Servicer nor any of the directors, officers,
employees or agents of the Interim Servicer shall be under any liability to the 
Purchaser 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 Interim Servicer or any such 
person against any breach of warranties or representations made herein, its own 
gross negligence, or failure to perform its obligations in strict compliance    
with any standard of care set forth in this Agreement, or any liability which   
would otherwise be imposed by reason of any breach of the terms and conditions  
of this Agreement. The Interim Servicer and any director, officer, employee or  
agent of the Interim Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Interim Servicer shall not be under any obligation to    
appear in, prosecute or defend any legal action which is not incidental to its  
duties to service the Mortgage Loans in accordance with this Agreement and which
in its opinion may involve it in any expense or liability, provided, however,   
that the Interim Servicer may, with the prior written consent of the Purchaser, 
undertake any such action which it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto. In such event,  
the Interim Servicer shall be entitled to reimbursement from the Purchaser of   
the reasonable legal expenses and costs of such action.                         

        Section 8.03 Limitation on Resignation and Assignment by Interim
Servicer.                                                                       

      The Purchaser has entered into this Agreement with the Interim
Servicer and subsequent purchasers will purchase the Mortgage Loans in reliance 
upon the independent status of the Interim Servicer, and the representations as 
to the adequacy of its servicing facilities, plant, personnel, records and      
procedures, its integrity, reputation and financial standing, and the           
continuance thereof. Therefore, the Interim Servicer shall not assign this      
Agreement or the servicing hereunder or delegate its rights or duties hereunder 
or any portion hereof or sell or otherwise dispose of all or substantially all  
of its property or assets without the prior written consent of the Purchaser,   
which consent shall be granted or withheld in the sole discretion of the        
Purchaser.                                                                      

      The Interim Servicer shall not resign from the obligations and
duties hereby imposed on it except by mutual consent of the Interim Servicer and
the Purchaser or upon the determination that its duties hereunder are no longer 
permissible under applicable law and such incapacity cannot be cured by the     
Interim Servicer. Any such determination permitting the resignation of the      
Interim Servicer shall be evidenced by an Opinion of Counsel to such effect     
delivered to the Purchaser which Opinion of Counsel shall be in form and        
substance acceptable to the Purchaser. No such resignation shall become         
effective until a successor shall have assumed the Interim Servicer's           
responsibilities and obligations hereunder in the manner provided in Section    
6.02.                                                                           

           Without in any way limiting the generality of this Section 8.03, in
the event that the Interim Servicer either shall assign this Agreement or the   
servicing responsibilities hereunder or delegate its duties hereunder or any    
portion thereof or sell or otherwise dispose of all or substantially all of its 
property or assets, without the prior written consent of the Purchaser, then the
Purchaser shall have the right to terminate this Agreement upon notice given as 
set forth in Section 6.02, without any payment of any penalty or damages and    
without any liability whatsoever to the Interim Servicer or any third party.    

Section 8.04 Assignment by Purchaser.                   

      The Purchaser shall have the right, without the consent of the
Interim Servicer, to assign, in whole or in part, its interest under this       
Agreement with respect to some or all of the Mortgage Loans, and designate any  
person to exercise any rights of the Purchaser hereunder; provided, however, the
Purchaser shall only be allowed to assign or transfer this Agreement three (3)  
times per Mortgage Loan Package. In the event the Purchaser assigns this        
Agreement, and the assignee assumes any of the Purchaser's obligations          
hereunder, the Interim Servicer acknowledges and agrees to look solely to such  
assignee, and not to the Purchaser, for performance of the obligations so       
assumed and the Purchaser shall be relieved from any liability to the Interim   
Servicer with respect thereto. All references to the Purchaser in this Agreement
shall be deemed to include its assignee or designee with respect to such        
Mortgage Loans.                                                                 

     Section 8.05 Merger or Consolidation of the Interim Servicer.

           The Interim Servicer will keep in full effect its existence, rights
and franchises as a corporation under the laws of the state of its incorporation
except as permitted herein, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such            
qualification is or shall be necessary to protect the validity and              
enforceability of this Agreement, or any of the Mortgage Loans and to perform   
its duties under this Agreement. Any Person into which the Interim Servicer may 
be merged or consolidated, or any corporation resulting from any merger,        
conversion or consolidation to which the Interim Servicer shall be a party, or  
any Person succeeding to the business of the Interim Servicer, shall be the     
successor of the Interim Servicer 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 shall be an institution whose deposits are insured by FDIC or a
company whose business includes the origination and servicing of mortgage loans 
and shall have a tangible net worth not less than $30,000,000.                  

ARTICLE IX

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER

          As of each Closing Date, the Purchaser warrants and represents to,
and covenants and agrees with, the Interim Servicer as follows:                 

Section 9.01 Authority and Capacity.                    

        The execution, delivery and performance by the Purchaser of this
Agreement has been duly and validly authorized by all necessary corporate       
action. This Agreement constitutes a legal, valid and enforceable obligation of 
the Purchaser.                                                                  

 ARTICLE X

REPRESENTATIONS AND WARRANTIES OF INTERIM SERVICER

  As of each Closing Date, the Interim Servicer warrants and
represents to, and covenants and agrees with, the Purchaser as follows:         

Section 10.01 Due Organization and Authority.           

           The Interim Servicer is a corporation, validly existing and in good
standing under the laws of the State of California and is licensed, qualified   
and in good standing in each state where a Mortgaged Property is located if the 
laws of such state require licensing or qualification in order to conduct       
business of the type conducted by the Interim Servicer, and in any event the    
Interim Servicer is in compliance with the laws of any such state to the extent 
necessary to ensure the enforceability of the related Mortgage Loan in          
accordance with the terms of this Agreement; the Interim Servicer has the full  
power and authority to execute and deliver this Agreement and to perform in     
accordance herewith; the execution, delivery and performance of this Agreement  
(including all instruments or transfer to be delivered pursuant to this         
Agreement) by the Interim Servicer and the consummation of the transactions     
contemplated hereby have been duly and validly authorized; this Agreement       
evidences the valid, binding and enforceable obligation of the Interim Servicer;
and all requisite corporate action has been taken by the Interim Servicer to    
make this Agreement valid and binding upon the Interim Servicer in accordance   
with its terms;                                                                 

Section 10.02 Ordinary Course of Business.              

           The consummation of the transactions contemplated by this Agreement
are in the ordinary course of business of the Interim Servicer.                 

Section 10.03 No Conflicts.                             

     Neither the execution and delivery of this Agreement, nor the
fulfillment of or compliance with the terms and conditions of this Agreement,   
will conflict with or result in a breach of any of the terms, conditions or     
provisions of the Interim Servicer's charter, by-laws or other organizational   
documents or any legal restriction or any agreement or instrument to which the  
Interim Servicer is now a party or by which it is bound, or constitute a default
or result in an acceleration under any of the foregoing, or result in the       
violation of any law, rule, regulation, order, judgment or decree to which the  
Interim Servicer or its property is subject, or impair the ability of the       
Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage 
Loans.                                                                          

Section 10.04 Ability to Service.                       

            The Interim Servicer is an approved servicer of residential mortgage
loans with the facilities, procedures, and experienced personnel necessary for  
the sound servicing of mortgage loans of the same type as the Mortgage Loans.   
The Interim Servicer is in good standing to enforce and sell mortgage loans to  
and service mortgage loans in the jurisdiction wherein the Mortgaged Properties 
are located.                                                                    

Section 10.05 Ability to Perform.                       

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

Section 10.06 No Litigation Pending.                    

           There is no action, suit, proceeding or investigation pending or to
the best of its knowledge threatened against the Interim Servicer, before any   
court, administrative agency or other tribunal asserting the invalidity of this 
Agreement, seeking to prevent the consummation of any of the transactions       
contemplated by this Agreement or which, either in any one instance or in the   
aggregate, may result in any material adverse change in the business,           
operations, financial condition, properties or assets of the Interim Servicer,  
or in any material impairment of the right or ability of the Interim Servicer to
carry on its business substantially as now conducted, or in any material        
liability on the part of the Interim Servicer, or which would draw into question
the validity of this Agreement or the Mortgage Loans or of any action taken or  
to be taken in connection with the obligations of the Interim Servicer          
contemplated herein, or which would be likely to impair materially the ability  
of the Interim Servicer to perform under the terms of this Agreement.           

Section 10.07 No Consent Required.                      

    No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and         
performance by the Interim Servicer of or compliance by the Interim Servicer    
with this Agreement or the servicing of the Mortgage Loans as evidenced by the  
consummation of the transactions contemplated by this Agreement, or if required,
such approval has been obtained prior to the Closing Date.                      

Section 10.08 No Untrue Information.                    

          Neither this Agreement nor any statement, report or other document
furnished or to be furnished pursuant to this Agreement or in connection with   
the transactions contemplated hereby contains any untrue statement of fact.     

Section 10.09 Reasonable Servicing Fee.                 

           The Interim Servicer acknowledges and agrees that the Servicing Fee
represents reasonable compensation for performing such services and that the    
entire Servicing Fee shall be treated by the Interim Servicer, for accounting   
and tax purposes, as compensation for the servicing and administration of the   
Mortgage Loans pursuant to this Agreement and the Purchase Agreement.           

Section 10.10 Credit Reporting.                         

            The Interim Servicer will fully furnish, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and complete    
information (e.g., favorable and unfavorable) on its borrower credit files to   
Equifax, Experian and Trans Union Credit Information Company (three of the      
credit repositories), on a monthly basis. Additionally, the Interim Servicer    
agrees it shall report one of the following statuses each month as follows: new 
origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or      
charged-off for each Mortgage Loan.                                             

Section 10.11 Mortgage Loans with Prepayment Premiums.  

   With respect to any Mortgage Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to maturity,         
notwithstanding any state or federal law to the contrary, the Interim Servicer  
shall not impose such prepayment premium in any instance when the mortgage debt 
is accelerated as the result of the related Mortgagor's default in making the   
Mortgage Loan payments.                                                         

ARTICLE XI

 DEFAULT

Section 11.01 Events of Default.                        

     The following shall constitute an Event of Default under this
Agreement on the part of the Interim Servicer:                                  

         (a) any failure by the Interim Servicer to remit to the Purchaser
any payment required to be made under the terms of this Agreement; or           

          (b) the failure by the Interim Servicer duly to observe or perform
in any material respect any other of the covenants or agreements on the part of 
the Interim Servicer set forth in this Agreement or in the Custodial Agreement  
which continues unremedied for a period of 30 days (except that such number of  
days shall be fifteen in the case of a failure to pay any premium for any       
insurance policy required to be maintained under this Agreement and such number 
of days shall be five in the case of a failure to deliver any reports required  
to be delivered to the Purchaser hereunder); or                                 

           (c) 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, bankruptcy, readjustment of debt, marshaling of   
assets and liabilities or similar proceedings, or for the winding-up or         
liquidation of its affairs, shall have been entered against the Interim Servicer
and such decree or order shall have remained in force undischarged or unstayed  
for a period of 60 days; or                                                     

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

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

          (f) the Interim Servicer attempts to assign its right to servicing
compensation hereunder or the Interim Servicer attempts, without the consent of 
the Purchaser, to sell or otherwise dispose of all or substantially all of its  
property or assets or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion thereof; or        

            (g) the Interim Servicer fails to maintain its license, if required,
to do business or service residential mortgage loans in any jurisdiction where  
the Mortgaged Properties are located.                                           

         In each and every such case, so long as an Event of Default shall
not have been remedied, in addition to whatsoever rights the Purchaser may have 
at law or equity to damages, including injunctive relief and specific           
performance, the Purchaser, by notice in writing to the Interim Servicer, may   
terminate without compensation all the rights and obligations of the Interim    
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds 
thereof.                                                                        

        Upon receipt by the Interim Servicer of such written notice, all
authority and power of the Interim Servicer under this Agreement, whether with  
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the  
successor appointed pursuant to Section 6.02. Upon written request from the     
Purchaser, the Interim Servicer shall prepare, execute and deliver any and all  
documents and other instruments, place in such successor's possession all       
Mortgage Files, and do or accomplish all other acts or things necessary or      
appropriate to effect the purposes of such notice of termination, whether to    
complete the transfer and endorsement or assignment of the Mortgage Loans and   
related documents, or otherwise, at the Interim Servicer's sole expense. The    
Interim Servicer agrees to cooperate with the Purchaser and such successor in   
effecting the termination of the Interim 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 
the Interim Servicer to the Custodial Account or Escrow Account or thereafter   
received with respect to the Mortgage Loans.                                    

Section 11.02 Waiver of Defaults.                       

          The Purchaser may waive any default by the Interim Servicer in the
performance of its obligations hereunder and its consequences. Upon any such    
waiver of a past default, such default shall cease to exist, and any Event of   
Default arising therefrom shall be deemed to have been remedied for every       
purpose of this Agreement. No such waiver shall extend to any subsequent or     
other default or impair any right consequent thereon except to the extent       
expressly so waived.                                                            

 ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Notices.                                  

     All demands, notices and communications hereunder shall be in
writing and shall be given via e-mail, facsimile transmission or registered or  
certified mail to the person at the address set forth below:                    

(i)   if to the Interim Servicer:                       

Fremont Investment & Loan                   
2727 East Imperial Highway                  
Brea, Califorinia 92821                     

Attention:  Senior Vice President - Finance 
Fax: _____________________                  
Email: ___________________                  

(ii)  if to the Purchaser:                              

Barclays Bank PLC                           
222 Broadway                                
New York, New York 10038                    
Attention:  Glenn Pearson                   
Fax:  212-412-1006                          
E-mail:  glenn.pearson@barclayscapital.com  

with a copy to:                             

Barclays Bank PLC                           
200 Park Avenue                             
New York, New York 10166                    
Attention:  Paul Menefee                    
Fax:  212-412-6846                          
E-mail:  paul.menefee@barclayscapital.com   

or such other address as may hereafter be furnished to the other party by like  
notice. Any such demand, notice or communication hereunder shall be deemed to   
have been received on the date delivered to or received at the premises of the  
addressee (as evidenced, in the case of registered or certified mail, by the    
date noted on the return receipt).                                              

Section 12.02 Waivers.                                  

            Either the Interim Servicer or the Purchaser may upon consent of all
parties, by written notice to the others:                                       

           (a) Waive compliance with any of the terms, conditions or covenants
required to be complied with by the others hereunder; and                       

        (b) Waive or modify performance of any of the obligations of the
others hereunder.                                                               

           The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other subsequent 
breach.                                                                         

Section 12.03 Entire Agreement; Amendment.              

           This Agreement constitutes the entire agreement between the parties
with respect to servicing of the Mortgages during the Interim Period. This      
Agreement may be amended and any provision hereof waived, but, only in writing  
signed by the party against whom such enforcement is sought.                    

Section 12.04 Execution; Binding Effect.                

         This Agreement may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so   
executed, shall be deemed to be an original; such counterparts, together, shall 
constitute one and the same agreement. Subject to Sections 8.03 and 8.04, this  
Agreement shall inure to the benefit of and be binding upon the Interim Servicer
and the Purchaser and their respective successors and assigns.                  

Section 12.05 Headings.                                 

       Headings of the Articles and Sections in this Agreement are for
reference purposes only and shall not be deemed to have any substantive effect. 

Section 12.06 Relationship of Parties.                  

         Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties. The duties and                
responsibilities of the Interim Servicer shall be rendered by it as an          
independent contractor and not as an agent of the Purchaser. The Interim        
Servicer shall have full control of all of its acts, doings, proceedings,       
relating to or requisite in connection with the discharge of its duties and     
responsibilities under this Agreement.                                          

Section 12.07 Severability of Provisions.               

        Any part, provision representation or warranty of this Agreement
which is prohibited or unenforceable or is held to be void or unenforceable in  
any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of
such prohibition or unenforceability without invalidating the remaining         
provisions hereof, and any such prohibition or unenforceability in any          
jurisdiction as to any Mortgage Loan shall not invalidate or render             
unenforceable such provision in any other jurisdiction. To the extent permitted 
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity of any 
part, provision, representation or warranty of this Agreement shall deprive any 
party of the economic benefit intended to be conferred by this Agreement, the   
parties shall negotiate, in good-faith, to develop a structure the economic     
effect of which is nearly as possible the same as the economic effect of this   
Agreement without regard to such invalidity.                                    

Section 12.08 Recordation of Assignments of Mortgage.   

         Other than in connection with a MERS Designated Mortgage Loan, to
the extent permitted by applicable law, each of the Assignments of Mortgage 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 Mortgaged Properties are situated, and in any other appropriate      
public recording office or elsewhere, such recordation to be effected by the    
Purchaser or the Purchaser's designee, but in any event, at the Interim         
Servicer's expense for a single recordation relating to each Assignment of      
Mortgage in the event recordation is either necessary under applicable law or   
requested by the Purchaser at its sole option.                                  

Section 12.09 Exhibits.                                 

         The exhibits to this Agreement are hereby incorporated and made a
part hereof and are integral parts of this Agreement.                           

Section 12.10 Counterparts.                             

      This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such  
counterparts shall constitute one and the same instrument.                      

Section 12.11 No Solicitation.                          

            From and after the Closing Date, the Interim Servicer agrees that it
will not take any action or permit or cause any action to be taken by any of its
agents or affiliates, or by any independent contractors on the Interim          
Servicer's behalf, to personally, by telephone or mail, solicit the borrower or 
obligor under any Mortgage Loan for any purpose whatsoever, including to        
refinance a Mortgage Loan, in whole or in part, without the prior written       
consent of the Purchaser. It is understood and agreed that all rights and       
benefits relating to the solicitation of any Mortgagors and the attendant       
rights, title and interest in and to the list of such Mortgagors and data       
relating to their Mortgages (including insurance renewal dates) shall be        
transferred to the Purchaser pursuant hereto on the Closing Date and the Interim
Servicer shall take no action to undermine these rights and benefits.           
Notwithstanding the foregoing, it is understood and agreed that promotions      
undertaken by the Interim Servicer or any affiliate of the Interim Servicer     
which are directed to the general public at large, including, without           
limitation, mass mailing based on commercially acquired mailing lists,          
newspaper, radio and television advertisements shall not constitute solicitation
under this Section 12.11.                                                       

Section 12.12 [reserved].                               

       Section 12.13 Governing Law Jurisdiction; Consent to Service of
Process.                                                                        

      THIS AGREEMENT SHALL BE DEEMED IN EFFECT WHEN A FULLY EXECUTED
COUNTERPART THEREOF IS RECEIVED BY THE PURCHASER IN THE STATE OF NEW YORK AND   
SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THIS AGREEMENT SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ITS CHOICE OF LAW RULES AND PRINCIPLES. EACH OF THE PURCHASER AND THE INTERIM
SERVICER IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF 
THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING   
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH    
COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY    
SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY 
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS  
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL       
ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.                              

Section 12.14 Waiver of Trial by Jury.                  

          THE INTERIM SERVICER AND THE PURCHASER EACH KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY  
RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.                         

[SIGNATURE PAGE FOLLOWS]  

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          IN WITNESS WHEREOF, the parties have executed this Agreement under
seal as of the date and year first above written.                               

               BARCLAYS BANK PLC

                                     By:____________________________________
                                        Name:_______________________________
                                        Title:______________________________

                       FREMONT INVESTMENT & LOAN

                                     By:____________________________________
         Name:
          Title:

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 EXHIBIT 1

 TRIAL BALANCE

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 EXHIBIT 2

 CUSTODIAL ACCOUNT CERTIFICATION

                          _____________ __, ____

         The Interim Servicer hereby certifies that it has established the
account described below as a Custodial Account pursuant to Section 2.04 of the  
Interim Servicing Agreement, dated as of November 1, 2004, between the Interim  
Servicer and Barclays Bank PLC.                                                 

           All initially capitalized terms used herein shall have the meanings
ascribed to them in the above-referenced Interim Servicing Agreement.           

Title of Account:           "Fremont Investment & Loan, in trust for Barclays   
                           Bank PLC as Purchaser of Mortgage Loans and various
Mortgagors."            

Account Number:             ________________________________________            

Address of office or branch of                                                  
the Interim Servicer at which                                                   
Account is maintained:      ________________________________________            

                                     _____________________________
                                    Interim Servicer

                                     By:____________________________________

                                     Name:__________________________________

                                     Title:_________________________________

                                     Date:__________________________________

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 EXHIBIT 3

CUSTODIAL ACCOUNT LETTER AGREEMENT

                                                        _____________ __, ____

To:______________________________                                               

______________________________                                            

______________________________                                            
(the "Depository")                                                        

           As Interim Servicer under the Interim Servicing Agreement, dated as
of November 1, 2004, (the "Agreement"), between the Interim Servicer and        
Barclays Bank PLC, we hereby authorize and request you to establish an account, 
as a Custodial Account pursuant to Section 2.04 of the Agreement, to be         
designated "Fremont Investment & Loan, in trust for Barclays Bank PLC as        
Purchaser of Mortgage Loans and various Mortgagors." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Interim         
Servicer. You may refuse any deposit which would result in violation of the     
requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.    

           All initially capitalized terms used herein shall have the meanings
ascribed to them in the above-referenced Agreement.                             

                                    __________________________________
                                    Interim Servicer

                                     By:____________________________________

                                     Name:__________________________________

                                     Title:_________________________________

                                     Date:__________________________________

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       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 by the Federal Deposit Insurance Corporation.           

                                    ______________________________
                                    Depository

                                     By:____________________________________

                                     Name:__________________________________

                                     Title:_________________________________

                                     Date:__________________________________

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EXHIBIT 4   

ESCROW ACCOUNT CERTIFICATION  

                                                        _____________ __, ____

         ________________________ hereby certifies that it has established
the account described below as an Escrow Account pursuant to Section 2.06 of the
Interim Servicing Agreement, dated as of November 1, 2004, between the Interim  
Servicer and Barclays Bank PLC.                                                 

           All initially capitalized terms used herein shall have the meanings
ascribed to them in the above-referenced Interim Servicing Agreement.           

Title of Account:           "Fremont Investment & Loan, in trust for Barclays   
                           Bank PLC as Purchaser of Mortgage Loans and various
Mortgagors."            

Account Number:                                                                 

Address of office or branch of the Interim Servicer at which Account is         
maintained:                                                                     

                                        ____________________________________
                                    Interim Servicer

                                     By:____________________________________
         Name:
          Title:

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EXHIBIT 5   

ESCROW ACCOUNT LETTER AGREEMENT   

                                                       ______________ __, ____

To:________________________________                                             

________________________________                                          

________________________________                                          

(the "Depository")                                                        

           As Interim Servicer under the Interim Servicing Agreement, dated as
of November 1, 2004, (the "Agreement"), between the Interim Servicer and        
Barclays Bank PLC, we hereby authorize and request you to establish an account, 
as an Escrow Account pursuant to Section 2.06 of the Agreement, to be designated
as "Fremont Investment & Loan, in trust for Barclays Bank PLC as Purchaser of   
Mortgage Loans and various Mortgagors." All deposits in the account shall be    
subject to withdrawal therefrom by order signed by the Interim Servicer. You may
refuse any deposit which would result in violation of the requirement that the  
account be fully insured as described below. This letter is submitted to you in 
duplicate. Please execute and return one original to us.                        

           All initially capitalized terms used herein shall have the meanings
ascribed to tem in the above-referenced Agreement.                              

                                    ______________________________
                                    Interim Servicer

                                     By:____________________________________

                                     Name:__________________________________

                                     Title: ________________________________

                                     Date:__________________________________

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       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 by the Federal Deposit Insurance Corporation.           

                                     _________________________
                                    Depository

                                     By:____________________________________

                                     Name:__________________________________

                                     Title: ________________________________

                                     Date:__________________________________

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 EXHIBIT 6

FORM OF MONTHLY REO PROPERTY STATEMENT

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 EXHIBIT 7

FORM OF LIQUIDATION REPORT

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 EXHIBIT 8

 FORM OF MONTHLY REMITTANCE ADVICE

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 EXHIBIT 9

FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT

            This INDEMNIFICATION AND CONTRIBUTION AGREEMENT ("Agreement"), dated
as of November 1, 2004, among [________________] (the "Depositor"), a           
[______________] corporation (the "Depositor"), Barclays Bank PLC, a public     
limited company registered in England and Wales under company number 1026167,   
("Barclays") and Fremont Investment & Loan, a California corporation (the       
"Servicer").                                                                    

W I T N E S S E T H:  

         WHEREAS, the Depositor is acting as depositor and registrant with
respect to the Prospectus, dated [________________], and the Prospectus         
Supplement to the Prospectus, [________________] (the "Prospectus Supplement"), 
relating to [________________] Certificates (the "Certificates") to be issued   
pursuant to a Pooling and Servicing Agreement, dated as of [________________]   
(the "P&S"), among the Depositor, as depositor, [________________], as master   
servicer (the "Master Servicer"), and [________________], as trustee (the       
"Trustee");                                                                     

         WHEREAS, as an inducement to the Depositor to enter into the P&S,
and [____________________] (the "Underwriter[s]") to enter into the Underwriting
Agreement, dated [____________________] (the "Underwriting Agreement") between  
the Depositor and the Underwriter[s], Seller has agreed to provide for          
indemnification and contribution on the terms and conditions hereinafter set    
forth;                                                                          

       WHEREAS, Barclays purchased from Seller certain of the Mortgage
Loans underlying the Certificates (the "Mortgage Loans") pursuant to a Mortgage 
Loan Purchase and Warranties Servicing Agreement, dated as of November 1, 2004  
(the "Purchase Agreement"), by and between Barclays and Seller; and             

      WHEREAS, pursuant to Section 13 of the Purchase Agreement, the
Seller has agreed to provide indemnification for certain information.           

           NOW THEREFORE, in consideration of the agreements contained herein,
and other valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Depositor, Barclays and the Servicer agree as follows:        

1. Indemnification and Contribution.                    

  (a) The Servicer agrees to indemnify and hold harmless the
Depositor, Barclays, the Underwriter[s] and their respective affiliates and     
their respective present and former directors, officers, employees and agents   
and each person, if any, who controls the Depositor, Barclays, the              
Underwriter[s] or such affiliates within the meaning of either Section 15 of the
Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the       
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any and   
all losses, claims, damages or liabilities, joint or several, to which they or  
any of them may become subject under the 1933 Act, the 1934 Act or other federal
or state statutory law or regulation, at common law or otherwise, insofar as    
such losses, claims, damages or liabilities (or actions in respect thereof)     
arise out of or are based in whole or in part upon any untrue statement or      
alleged untrue statement of a material fact contained in the Prospectus         
Supplement or in the Comp Materials or any omission or alleged omission to state
in the Prospectus Supplement or in the Comp Materials a material fact required  
to be stated therein or necessary to make the statements therein, in light of   
the circumstances in which they were made, not misleading, or any such untrue   
statement or omission or alleged untrue statement or alleged omission made in   
any amendment of or supplement to the Prospectus Supplement or the Comp         
Materials and agrees to reimburse the Depositor, Barclays, the Underwriter[s] or
such affiliates and each such officer, director, employee, agent and controlling
person promptly upon demand for any legal or other expenses reasonably incurred 
by any of them in connection with investigating or defending or preparing to    
defend against any such loss, claim, damage, liability or action as such        
expenses are incurred; provided, however, that Servicer shall be liable in any  
such case only to the extent that any such loss, claim, damage, liability or    
action arises out of, or is based upon, any untrue statement or alleged untrue  
statement or omission or alleged omission made in reliance upon and in          
conformity with the Servicer Information. The foregoing indemnity agreement is  
in addition to any liability which Servicer may otherwise have to the Depositor,
Barclays, the Underwriter[s], their affiliates or any such director, officer,   
employee, agent or controlling person of the Depositor, Barclays, the           
Underwriter[s] or their respective affiliates.                                  

As used herein:                                         

          "Servicer Information" means any information relating to Servicer,
the Mortgage Loans and/or the servicing guidelines relating to the Mortgage     
Loans set forth in the Prospectus Supplement or the Computational Materials.    

           The terms "Collateral Term Sheet" and "Structural Term Sheet" shall
have the respective meanings assigned to them in the February 13, 1995 letter   
(the "PSA Letter") of Cleary, Gottlieb, Steen & Hamilton on behalf of the Public
Securities Association (which letter, and the SEC staff's response thereto, were
publicly available February 17, 1995). The term "Collateral Term Sheet" as used 
herein includes any subsequent Collateral Term Sheet that reflects a substantive
change in the information presented. The term "Computational Materials" has the 
meaning assigned to it in the May 17, 1994 letter (the "Kidder letter" and,     
together with the PSA Letter, the "No-Action Letters") of Brown & Wood on behalf
of Kidder, Peabody & Co., Inc. (which letter, and the SEC staff's response      
thereto, were publicly available May 20, 1994). The term "Comp Materials" as    
used herein means collectively Collateral Term Sheets, Structural Term Sheet and
Computational Materials relating to the Certificates or the transaction         
contemplated by the Prospectus Supplement.                                      

      (b) Promptly after receipt by any indemnified party under this
Section 1 of notice of any claim or the commencement of any action, such        
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 1, notify the indemnifying party in       
writing of the claim or the commencement of that action; provided, however, that
the failure to notify an indemnifying party shall not relieve it from any       
liability which it may have under this Section 1 except to the extent it has    
been materially prejudiced by such failure; and provided, further, however, that
the failure to notify any indemnifying party shall not relieve it from any      
liability which it may have to any indemnified party otherwise than under this  
Section 1.                                                                      

           If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying     
party shall be entitled to participate therein and, to the extent that it       
wishes, jointly with any other similarly notified indemnifying party, to assume 
the defense thereof with counsel reasonably satisfactory to the indemnified     
party. After notice from the indemnifying party to the indemnified party of its 
election to assume the defense of such claim or action, except as provided in   
the following paragraph, the indemnifying party shall not be liable to the      
indemnified party under this Section 1 for any legal or other expenses          
subsequently incurred by the indemnified party in connection with the defense   
thereof other than reasonable costs of investigation.                           

     Any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the   
fees and expenses of such counsel shall be at the expense of such indemnified   
party unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall have been      
advised by such counsel that there may be one or more legal defenses available  
to it which are different from or additional to those available to the          
indemnifying party and in the reasonable judgment of such counsel it is         
necessary or appropriate for such indemnified party to employ separate counsel; 
or (iii) the indemnifying party has failed to assume the defense of such action 
and employ counsel reasonably satisfactory to the indemnified party, in which   
case, if such indemnified party notifies the indemnifying party in writing that 
it elects to employ separate counsel at the expense of the indemnifying party,  
the indemnifying party shall not have the right to assume the defense of such   
action on behalf of such indemnified party, it being understood, however, the   
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising   
out of the same general allegations or circumstances, be liable for the         
reasonable fees and expenses of more than one separate firm of attorneys (in    
addition to local counsel) at any time for all such indemnified parties.        

          Each indemnified party, as a condition of the indemnity agreements
contained in this Section 1, shall cooperate with the indemnifying party in the 
defense of any such action or claim. No indemnifying party shall be liable for  
any settlement of any such action effected without its written consent (which   
consent shall not be unreasonably withheld), but if settled with its written    
consent or if there be a final judgment for the plaintiff in any such action,   
the indemnifying party agrees to indemnify and hold harmless any indemnified    
party from and against any loss or liability by reason of such settlement or    
judgment.                                                                       

 Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the   
indemnified party for reasonable fees and expenses of counsel, the indemnifying 
party agrees that it shall be liable for any settlement of any proceeding       
effected without its written consent if (i) such settlement is entered into more
than 30 days after receipt by such indemnifying party of the aforesaid request  
and (ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement.           

    (c) If the indemnification provided for in this Section 1 is
unavailable to an indemnified party, then the indemnifying party, in lieu of    
indemnifying such indemnified party, shall contribute to the amount paid or     
payable by such indemnified party as a result of such losses, claims, damages or
liabilities, in such proportion as is appropriate to reflect the relative fault 
of the indemnifying party and the indemnified party, respectively, in connection
with the statements or omissions that result in such losses, claims, damages or 
liabilities, as well as any other relevant equitable considerations. The        
relative fault of the indemnified party and indemnifying party shall be         
determined by reference to, among other things, whether the untrue or alleged   
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such parties and their       
relative knowledge, access to information and opportunity to correct or prevent 
such statement or omission and any other equitable considerations.              

       (d) The indemnity and contribution agreements contained in this
Section 1 and the representations and warranties set forth in Section 2 shall   
remain operative and in full force and effect regardless of (i) any termination 
of this Agreement, (ii) any investigation made by the Depositor, Barclays, the  
Underwriter[s], their respective affiliates, directors, officers, employees or  
agents or any person controlling the Depositor, Barclays, the Underwriter[s] or 
any such affiliate, and (iii) acceptance of and payment for any of the Offered  
Certificates.                                                                   

           2. Representations and Warranties. Servicer represents and warrants
that:                                                                           

            (i) Servicer is validly existing and in good standing under the laws
     of its jurisdiction of formation or incorporation, as applicable, and has
      full power and authority to own its assets and to transact the business in
    which it is currently engaged. Servicer is duly qualified to do business
      and is in good standing in each jurisdiction in which the character of the
      business transacted by it or any properties owned or leased by it requires
  such qualification and in which the failure so to qualify would have a
    material adverse effect on the business, properties, assets or condition
(financial or otherwise) of Servicer;                               

        (ii) Servicer is not required to obtain the consent of any other
person or any consent, license, approval or authorization from, or  
   registration or declaration with, any governmental authority, bureau or
    agency in connection with the execution, delivery, performance, validity
or enforceability of this Agreement;                                

          (iii) the execution, delivery and performance of this Agreement by
     Servicer will not violate any provision of any existing law or regulation
    or any order decree of any court applicable to Servicer or any provision
    of the charter or bylaws of Servicer, or constitute a material breach of
     any mortgage, indenture, contract or other agreement to which Servicer is
a party or by which it may be bound;                                

  (iv) (a) no proceeding of or before any court, tribunal or
governmental body is currently pending or, (b) to the knowledge of  
  Servicer, threatened against Servicer or any of its properties or with
  respect to this Agreement or the Offered Certificates, in either case,
   which would have a material adverse effect on the business, properties,
assets or condition (financial or otherwise) of Servicer;           

           (v) Servicer has full power and authority to make, execute, deliver
and perform this Agreement and all of the transactions contemplated 
    hereunder, and has taken all necessary corporate action to authorize the
    execution, delivery and performance of this Agreement. When executed and
  delivered, this Agreement will constitute the legal, valid and binding
    obligation of each of Servicer enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
      of creditors' rights generally, by the availability of equitable remedies,
     and by limitations of public policy under applicable securities law as to
rights of indemnity and contribution thereunder; and                

   (vi) this Agreement has been duly executed and delivered by
Servicer.                                                           

       3. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to Servicer, will be mailed, delivered  
or telegraphed and confirmed to Fremont Investment & Loan, 1065 N. Pacificenter 
Drive, Anaheim, California 92806, Attention: [_____________]; if sent to        
Barclays, will be mailed, delivered or telegraphed and confirmed to Barclays    
Bank PLC, 200 Park Avenue, New York, New York 10166, Attention:                 
[________________]; if to the Depositor, will be mailed, delivered or           
telegraphed and confirmed to [____________________]; or if to the               
Underwriter[s], will be mailed, delivered or telegraphed and confirmed to       
[_____________________].                                                        

            4. Miscellaneous. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York without giving effect to  
the conflict of laws provisions thereof. This Agreement shall inure to the      
benefit of and be binding upon the parties hereto and their successors and      
assigns and the controlling persons referred to herein, and no other person     
shall have any right or obligation hereunder. Neither this Agreement nor any    
term hereof may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against whom enforcement of the    
change, waiver, discharge or termination is sought. This Agreement may be       
executed in counterparts, each of which when so executed and delivered shall be 
considered an original, and all such counterparts shall constitute one and the  
same instrument. Capitalized terms used but not defined herein shall have the   
meanings provided in the P&S.                                                   

[SIGNATURE PAGE FOLLOWS]  

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          IN WITNESS WHEREOF,  the parties hereto have caused this Agreement
to be duly executed by their  respective  officers  hereunto duly  authorized,  
this __th day of [_____________].                                               

         [DEPOSITOR]

                                    By:___________________________________
         Name:
          Title:

               BARCLAYS BANK PLC

                                    By:___________________________________
         Name:
          Title:

                       FREMONT INVESTMENT & LOAN

                                    By:___________________________________
         Name:
          Title:

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EXHIBIT 10

 DELINQUENCY COLLECTION POLICIES AND PROCEDURE

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 EXHIBIT Q

PMI POLICY

(See Attached)

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                Radian Guaranty Inc.          RADIAN

                                                     Master Policy

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Radian                  Table of Contents                                       

Master                                                                          

Policy                                                                          

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

Condition One - Definitions ...............................................    3
A. Advances ...............................................................    3
B. Appropriate Proceedings ................................................    3
C. Approved Sale ..........................................................    4
D. Application for Insurance ..............................................    4
E. Borrower ...............................................................    4
F. Borrower's Own Funds ...................................................    4
G. Borrower'sTitle ........................................................    4
H. Certificate of Insurance ...............................................    4
I. Claim ..................................................................    4
J. Claim Settlement Period ................................................    4
K. Commitmentof Insurance .................................................    5
L. Default ................................................................    5
M. Deficiency .............................................................    5
N. Early Default ..........................................................    5
O. Effective Date .........................................................    5
P. Fair Market Value ......................................................    5
Q. Insured ................................................................    5
R. Loan ...................................................................    5
S. Loss ...................................................................    5
T. Merchantable Title .....................................................    6
U. Perfected Claim ........................................................    6
V. Physical Damage ........................................................    6
W. Property ...............................................................    6
X. Servicer ...............................................................    6
Y. Settlement Due Date ....................................................    6
Z. Third-Party Misrepresentation                                                
   or Fraud ...............................................................    6

Condition Two - Application for Insurance,                                      
Commitment of Insurance, Initial Premium,                                       
Representations of the Insured ............................................    7
A. Application for Insurance and Commitment                                     
   of Insurance ...........................................................    7
B. Initial Premium, Compliance with                                             
   Conditions .............................................................    7
C. Representations of the Insured .........................................    7

Condition Three -                                                               

Term of Coverage, Renewal .................................................    8
A. Term of Coverage .......................................................    8
B. Renewal ................................................................    8

Condition Four -                                                                

Cancellation, Termination .................................................    8
A. Cancellation by the Insured ............................................    8
   (1) Certificate of Insurance ...........................................    8
   (2) Master Policy ......................................................    9
B. Cancellation by the Company ............................................    9
   (1) Certificate of Insurance ...........................................    9
   (2) Master Policy ......................................................    9
C. Termination of Coverage,                                                     
   Conditions Subsequent ..................................................    9

Condition Five -                                                                

Exclusions From Coverage ..................................................   10
A.  Balloon Payment .......................................................   10
B.  Prior Delinquencies ...................................................   10
C.  Incomplete Construction ...............................................   10
D.  Misrepresentation and Fraud ...........................................   10
E.  Negligence of Insured or Servicer .....................................   10
F.  Physical Damage .......................................................   11

2           Master Policy| Table of Contents                                    

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Condition Six - Conditions                                                      
Precedent to Payment of Claim .............................................   11
A. Conditions Precedent ...................................................   11
(1) Notice of Default or                                                  
       Early Default ......................................................   11
(2) MonthlyDefault Reports;                                               
       Report of Proceedings ..............................................   11
   (3) Appropriate Proceedings ............................................   11
B. Failure to Comply ......................................................   12

Condition Seven - Loan Servicing ..........................................   12

Condition Eight - Approved Sale ...........................................   13
A. Settlement on Basis of                                                       
   Approved Sale ..........................................................   13
B. Settlement if Approved                                                       
   Sale Does Not Close ....................................................   13

Condition Nine -                                                                
Mitigation of Damages .....................................................   14
A. Mitigation of Damages ..................................................   14
B. Sale of the Property                                                         
   by the Insured .........................................................   14
C. Failure to Mitigate ....................................................   14

Condition Ten -                                                                 
Option to Acquire Loan ....................................................   15

Condition Eleven -                                                              
Loss Payment Procedure ....................................................   15
A. Submission of Claim ....................................................   15
B. Calculation of Loss ....................................................   16
C. Deficiency Judgments ...................................................   17
D. Claim Requirements .....................................................   18

Condition Twelve -                                                              
Claim Settlement Option ...................................................   19

Condition Thirteen -                                                            
Claim Payment Procedure ...................................................   19
 A. Additional Documentation ..............................................   20
 B. Access ................................................................   20
 C. Acquisition ...........................................................   20
 D. Late Payment ..........................................................   20
 E. Rescission / Denial ...................................................   20
Condition Fourteen -                                                            
Duty of Cooperation .......................................................   20

Condition Fifteen -                                                             
Company's Right of Subrogation ............................................   21
A. Subrogation ............................................................   21
B. Impairment of Subrogation ..............................................   21

Condition Sixteen -                                                             
Limitation of Actions .....................................................   21

Condition Seventeen - Notices .............................................   22

Condition Eighteen - Entire Agreement,                                          
Endorsement, Severability .................................................   22
 A. Entire Agreement ......................................................   22
 B. Endorsement ...........................................................   22

Condition Nineteen -                                                            
Beneficiaries Under Policy ................................................   22

Condition Twenty - Arbitration ............................................   23

Condition Twenty-One -                                                          
Conformity to Statute .....................................................   23

Signatures ................................................................   25

Short Rate Cancellation Schedule                                                
Annual Premium Plans ......................................................   26

Short RateCancellation Schedule                                                 
Single Premium Plans ......................................................   27

3           Master Policy| Table of Contents                                    

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Radian      Master Policy                                                       

Master                                                                          

Policy                                                                          

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

      In consideration of the premium paid, and in reliance upon the
         representations in the Application for Insurance, Radian Guaranty
            Inc., a Pennsylvania corporation (a stock mortgage insurance company
      hereinafter referred to as the "Company") agrees to pay to the
            Insured the Loss resulting from the Default of the Borrower, subject
    to all of the terms and conditions contained in this Policy.

Conditions                                              
            --------------------------------------------------------------------
Condition One - Definitions                             

           The following words and phrases shall have the specific meanings as
 set forth in this Condition One when used in this Policy:

        A.    Advances means only the following expenses advanced by the
Insured:                                    

             (1)   Reasonable and customary hazard insurance premiums.

                  (2)   Taxes, assessments and other public charges imposed upon
the Property.                   

              (3)   Customary expenses necessary for preservation of the
Property.                       

                (4)   Condominium fees, homeowner association dues and other
shared property fees.           

                 (5)   All other reasonable and necessary expenses incurred in
                      the Appropriate Proceedings, including attorney's fees
                     not in excess of three percent (3%) of the delinquent
                        principal and interest at the time a Claim is filed, and
              customary court costs; provided, however, that
               reasonable attorney's fees incurred pursuant to
             Condition Eleven (C) shall not be so limited.

                 (6)   Necessary and customary costs for eviction proceedings,
  including related attorney's fees.

          B.    Appropriate Proceedings means any action or proceeding which
                  vests in the Insured all of the Borrower's rights and title in
                  and to the Property including, but not limited to, foreclosure
              by public or private sale or voluntary conveyance from the
               Borrower; provided, however, that such action or proceeding
                 shall not be inconsistent with the requirements of Conditions
            Six, Nine and Fifteen of this Policy and is permitted by
applicable law.                             

4           Master Policy | Condition One                                       

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Radian      C.    Approved Sale means the sale of the Property by the Borrower  
                with the consent of the Insured, or by the Insured after the
Master            acquisition of the Property, the terms of which in            
             either case have been approved by the Company pursuant to
Policy            Condition Nine of this Policy; redemption of the Property from
                  the Insured after it acquires Borrower's Title; or the sale of
              the Property at a foreclosure sale to a third-party bidder
       pursuant to Condition Six (A)(3)(c) of this Policy.

       D.    Application for Insurance means all documents, materials,
           statements and exhibits, whether or not prepared by the
            Insured, submitted to the Company by or on behalf of the
                  Insured for the purpose of obtaining a Commitment of Insurance
or a Certificate of Insurance.              

            E.    Borrower means the person or persons designated as such on the
                face of the Application for Insurance and/or the Certificate
          of Insurance, and includes any co-borrower, co-signer,
                co-obligor, guarantor, or other maker of the note, mortgage,
                 or other instrument of indenture, whether or not specifically
                  listed on the Application for Insurance and/or the Certificate
of Insurance.                               

         F.    Borrower's Own Funds means any funds owned by the Borrower,
                  and not borrowed from other sources, or subject to any rebate,
refund or repayment.                        

            G.    Borrower's Title means the Insured's possession and control of
               the Property, as evidenced by: (i) an executed Trustee's or
                Sheriff's deed (which need not reflect recordation) or other
                  evidence satisfactory to the Company that the foreclosure sale
               has been completed, or (ii) a deed from the Borrower in the
                  case of a voluntary conveyance to the Insured, conveying title
              to the Insured, and (iii) the expiration of any applicable
                  redemption period, unless the Insured elects to file the Claim
            prior to expiration, subject to Condition Eleven of this
Policy.                                     

        H.    Certificate of Insurance means a certificate issued by the
                Company to the Insured, in accordance with the terms of this
            Policy, to extend insurance coverage to the Loan therein
       described. A Certificate may take the form, without
                 limitation, of a facsimile, electronic computer tape or other
agreed-upon data interchange.               

            I.    Claim means a written request for payment of a Loss, made on a
  form or in a manner acceptable to the Company.

        J.    Claim Settlement Period means the period starting when the
                Claim is initially filed and ending at the close of business
on the Settlement Due Date.                 

5           Master Policy | Condition One                                       

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Radian      K.    Commitment of Insurance means any commitment issued by the    
                  Company to the Insured, setting forth the terms and conditions
Master            under which the Company will extend insurance coverage to a   
Loan in accordance with this Policy.        
Policy                                                                          
          L.    Default means the failure of the Borrower to pay when due an
           amount equal to or greater than one (1) monthly regular
            periodic payment in accordance with the terms of a Loan.

        M.    Deficiency means all amounts due and owing under a Loan on
         which a Default has occurred, and remaining after the
                 conclusion of Appropriate Proceedings, pursuant to applicable
state law.                                  

            N.    Early Default means the failure of the Borrower to make any of
               the initial twelve (12) monthly payments in accordance with
                  the terms of a Loan so that sums equal to the aggregate of two
          (2) such monthly payments have not been paid when due.

        O.    Effective Date means, with respect to an insured Loan, the
            closing date of such Loan, or, such later date as may be
           requested by the Insured and approved in writing by the
Company.                                    

            P.    Fair Market Value means, with regard to the amount bid for any
               Property at a foreclosure sale, the Property's value at the
             approximate time of the foreclosure sale as determined by
            appraisal, if available, or in accordance with customary
                  servicing practices (which may include reliance on information
                  provided by a local real estate broker), subject to applicable
law governing foreclosure.                  

      Q.    Insured means the named Insured or any party (i) to whom
               coverage has been granted by the Company, or (ii) that is a
              subsequent assignee or transferee owner of a Loan that has
                requested to become the insured. If however, the Company has
                not been notified in writing of such assignment or transfer,
                 the Company's sole obligation hereunder shall be to the named
Insured.                                    

           R.    Loan means the indebtedness of the Borrower to the Insured in
            the amount and for the term specified on the face of the
             Certificate of Insurance, which is evidenced by a written
                obligation and secured by a mortgage, deed of trust or other
                instrument, which is a first lien or charge on the Property,
            and which is insured under this Policy or intended to be
           insured in accordance with the terms of a Commitment of
Insurance.                                  

       S.    Loss means the amount of loss suffered or incurred by the
              Insured determined pursuant to the provisions of Condition
Eleven of this Policy.                      

6           Master Policy | Condition One                                       

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Radian      T.    Merchantable Title means title to the Property which is       
                  readily salable and freely transferable, and which is free and
Master            clear of all liens, defects and encumbrances                  
                  including, without limitation, rights of parties in possession
Policy            and rights of redemption (unless, in either or both cases, the
                 Company waives in writing its right to take the Property free
of such rights), excepting only:            

                 (1)   the lien of current general real estate taxes and other
                       public charges and assessments not yet due and payable;

               (2)   easements for public utilities, building restrictions
                   and the effect of building laws or regulations with
                       which the improvements on the Property comply, which do
                       not impair the use of the Property and the improvements
    thereon for their intended purposes;

                  (3)   tenants under leases approved in writing by the Company;
and                             

               (4)   such minor imperfections of title as would not impair
                     the use and enjoyment of the Property as a residence.

               Merchantable Title does not exist if there is a lien on the
                 Property pursuant to federal or state law providing for liens
                  in connection with the cleanup of environmental conditions, or
                 if notice has been given of commencement of proceedings which
could result in such a lien.                

 U.    Perfected Claim means a Claim containing all of the
               information and proof reasonably required by the Company to
evaluate its liability with respect thereto.

        V.    Physical Damage means any tangible injury to the Property,
                whether caused by accident, natural occurrence or otherwise,
excluding normal wear and tear.             

        W.    Property means the residential real property, designed for
               occupancy by not more than four (4) families, identified on
                 the face of a Certificate of Insurance, and shall include all
                  appurtenances, rights of access and improvements thereon which
secure the Loan.                            

         X.    Servicer means the entity servicing a Loan on behalf of the
               Insured. The Servicer is deemed to be the representative of
the Insured for purposes of the Policy.     

      Y.    Settlement Due Date means the date sixty (60) days after
                receipt of a Claim by the Company, subject to the extensions
           of time set forth in Condition Thirteen of this Policy.

Z.    Third-Party Misrepresentation or Fraud means a    
                misrepresentation or fraud by anyone other than the Insured,
                 its employees or agents. For purposes of this definition, the
             Insured's agents shall include any mortgage broker and/or
               intermediary originating the Loan, or anyone under contract
               with such persons in connection with the origination of the
Loan, such as an appraiser or escrow agent. 

7           Master Policy | Condition One                                       

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Radian      --------------------------------------------------------------------

Master      Condition Two - Application for Insurance, Commitment of Insurance, 
Initial Premium, Representations of the Insured         
Policy                                                                          

   A.    Application for Insurance and Commitment of Insurance

                The Insured shall submit an Application for Insurance to the
                 Company in connection with each Loan for which coverage under
              this Policy is desired. The Company shall provide forms of
                  Application for Insurance to the Insured and the Insured shall
               comply with the requirements contained therein. Approval of
               any Application for Insurance shall be at the discretion of
               the Company and shall be communicated to the Insured in the
           form of a Commitment of Insurance. Each Application for
           Insurance shall be deemed to be part of this Policy and
            incorporated herein by this reference. If the Borrower's
               application for a Loan is denied, the Company shall bear no
             responsibility for notifying the Borrower of the decision
pursuant to applicable state or federal law.

B.    Initial Premium, Compliance with Conditions       

            (1)   Within ten (10) days after the Effective Date, the
                        Insured shall forward to the Company the initial premium
                    as shown on the face of the Commitment of Insurance.

           (2)   The obligation of the Company to extend insurance
                      coverage to a Loan for which a Commitment of Insurance
                       has been issued, or pay any Loss in respect thereof, is
                        expressly conditioned upon the Insured's compliance with
                      the provisions of this Policy and any conditions shown
                        on the Commitment of Insurance and the timely receipt by
                      the Company of the initial premium; provided, however,
                 that any special conditions shall expire upon the
                      Company's acceptance of renewal premium or a period of
                 one (1) year from the Certificate effective date,
whichever is longer.            

               (3)   Upon compliance by the Insured with the Commitment of
                        Insurance and upon receipt by the Company of the initial
                 premium, the Company shall issue a Certificate of
                       Insurance to the Insured, or a Certificate of Insurance
                       previously issued to the Insured shall become effective
                and bind the Company under this Policy as of the
Effective Date.                 

C.    Representations of the Insured                    

                 An Application for Insurance shall be deemed a representation
                  by the Insured to the Company, and the Commitment of Insurance
             and Certificate of Insurance shall be deemed to have been
issued in reliance thereon.                 

8           Master Policy | Condition Two                                       

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Condition Three - Term of Coverage, Renewal             
Master                                                                          

Policy                                                                          

A.    Term of Coverage                                  

            A Certificate of Insurance shall be in force and provide
              coverage for the period of time shown on the face thereof,
                 unless renewed in accordance with Condition Three (B), below.
                Upon renewal, the Certificate of Insurance shall continue in
force for the applicable renewal period.    

B.    Renewal                                           

                  A Certificate of Insurance may be renewed at the option of the
              Insured upon payment of the applicable renewal premium and
              delivery of instructions identifying the Loan or Loans for
       which the premium is being paid, provided that such
               instructions and payment are received by the Company within
            thirty (30) days after the expiration of any coverage or
                  renewal period. If the Certificate of Insurance is not renewed
          as set forth herein, coverage under the Certificate of
                  Insurance shall terminate for Defaults not then existing as of
                12:01 A.M. on the day following the expiration date thereof,
            or of the then-current renewal period. The Company shall
               provide notice of renewal dates to the Servicer (or, if the
                 Company has not been informed of a Servicer, to the Insured).

                  A lapse of coverage for failure to pay premiums when due which
      affects a group of Loans may be cured upon written
            notification to the Company by the Insured, a transferee
               Servicer or the owner of the Loans, that the failure to pay
                the renewal premiums was the result of a servicing transfer,
                 seizure or forfeiture, provided that such notification occurs
      within three (3) months of the servicing transfer.

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

Condition Four - Cancellation, Termination              

A.    Cancellation by the Insured                       

(1)   Certificate of Insurance              

                        The Insured or its Servicer may, at any time, by written
              notice to the Company, cancel a Certificate of
                      Insurance. Such cancellation shall relieve the Company
                    of liability for any Default unless a Claim has been
                     submitted prior to such cancellation. Upon receipt by
                      the Company of the original copy of the Certificate of
                       Insurance or a notice of cancellation acceptable to the
                       Company, the appropriate portion of the premium will be
                    refunded to the Insured pursuant to the Cancellation
                Schedule appended hereto and made a part hereof.
                        However, no refund shall be remitted if a Claim has been
                 submitted, or if the premium plan selected by the
                 Insured does not provide for a return of premium.

9           Master Policy | Conditions Three  - Four                            

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Radian            (2)   Master Policy                                           

Master                  The Insured may, at any time, by written notice to the  
                        Company, cancel this Policy, and such cancellation shall
Policy                  be effective as of the date of such notice, provided    
               that the conditions of this Policy shall remain
                        applicable to any Loans insured here-under prior to such
cancellation.                   

B.    Cancellation by the Company                       

(1)   Certificate of Insurance              

                   Subject to applicable law, the Company may cancel a
                     Certificate of Insurance only upon the failure of the
                       Insured to pay any premium or comply with any condition
as required by this Policy.     

(2)   Master Policy                         

                        Subject to applicable law, the Company may, at any time,
                     by written notice to the Insured, cancel this Policy,
                       and such cancellation shall be effective as of the date
                    of such notice, provided that the conditions of this
                   Policy shall remain applicable to any Loans insured
     hereunder prior to such cancellation.

C.    Termination of Coverage, Conditions Subsequent    

           Notwithstanding any other provision of this Policy, the
               coverage extended to any Loan by a Certificate of Insurance
       may be terminated at the Company's sole discretion,
                  immediately and without notice, if, with respect to such Loan,
             the Insured shall permit or agree to any of the following
 without prior written consent of the Company:

                 (1)   Any material change or modification of the terms of the
                        Loan including, but not limited to, the borrowed amount,
                       interest rate, term or amortization schedule, excepting
                      such modifications as may be specifically provided for
                    in the Loan documents, and permitted without further
   approval or consent of the Insured.

                  (2)   Any release of the Borrower from liability for the Loan.

           (3)   Any assumption of liability for the Loan, with or
                       without release of the original Borrower from liability
therefor.                       

(4)   Any change in the Property.           

               (5)   Any sale or transfer of the servicing of a Loan to an
                  entity not approved in writing by the Company as a
                      servicer, subject to the provisions of Condition Seven
of this Policy.                 

                  In the event that the Company elects to terminate the coverage
                  pursuant to the above Conditions, it will make a refund of any
              applicable premium and/or renewal premium, prorated to the
 date of the event giving rise to termination.

10          Master Policy | Condition Four                                      

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Master      Condition Five - Exclusions From Coverage                           

Policy      It is understood and agreed that the Company shall not be liable for
         and the Policy shall not apply, extend to or cover the following:

A.    Balloon Payment                                   

                Any Loss arising out of or in connection with failure of the
                 Borrower to make any payment of principal and/or interest due
         under a Loan which payment arises because the Insured
                  exercises its right to call or accelerate such Loan (except as
              a result of a Default) or because the term of such Loan is
                  shorter than the amortization period, and which payment is for
              an amount more than twice the regular periodic payments of
            principal and interest (including any additional amounts
               escrowed for taxes or insurance) that are set forth in such
            Loan (commonly referred to as a "Balloon Payment"). This
                exclusion shall not apply to Loss resulting from the refusal
              of the Borrower to accept an extension or renewal from the
        Insured or its Servicer of the Loan at market rates.

B.    Prior Delinquencies                               

                Any Loss arising from a Default if, as of the Effective Date
              of the Certificate of Insurance, a delinquency exists with
respect to any payment under the Loan.      

C.    Incomplete Construction                           

      Any Loss, if, as of the date of the related Claim,
          construction of the Property has not been completed in
              accordance with the construction plans and specifications.

D.    Misrepresentation and Fraud                       

           Any Loss for which a Claim is made in connection with a
       Certificate of Insurance issued in reliance upon an
     Application for Insurance containing any material
        misstatement, misrepresentation or omission, whether
                intentional or otherwise or as a result of any act of fraud;
                  provided, however, that unless the Insured had knowledge of or
               participated in a Third-Party Misrepresentation or Fraud at
               the time it was made, the Company shall not rescind or deny
           coverage, or adjust any Claim based on such Third-Party
              Misrepresentation or Fraud if the Borrower has made twelve
               consecutive monthly payments from the Borrower's Own Funds.

E.    Negligence of Insured or Servicer                 

            Any Loss arising out of any negligence of the Insured or
            Servicer in the origination or servicing of a Loan which
            negligence is either the proximate cause of such Loss or
               materially increases the risk insured, provided that if the
             Company can reasonably determine the amount by which such
            negligence increased the Loss as calculated in Condition
      Eleven (B), its remedy shall be to adjust the Loss
accordingly.                                

11          Master Policy | Condition Five                                      

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Radian      F.    Physical Damage                                               

Master            Any cost or expense related to the repair or remedy of any    
                 Physical Damage to the Property, including but not limited to
Policy            Physical Damage arising from the following causes; (i)        
                 contamination by toxic or hazardous waste, chemical, or other
                substances, (ii) earthquake, flood, or any act of God, (iii)
                 civil war or riot, or (iv) any defects in the construction of
   the Property not identified in the Application.

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

Condition Six - Conditions Precedent to Payment of Claim

A.    Conditions Precedent                              

      The Insured must comply with each of the following
                  requirements as a condition precedent to any obligation of the
Company under this Policy:                  

(1)   Notice of Default or Early Default    

                The Insured shall, within fifteen (15) days, and
                     notwithstanding any subsequent cure, give the Company
                      written notice, on forms acceptable to the Company, of
                    (i) any Loan that is three (3) months in Default, or
                  (ii) any Loan for which there is an Early Default.

        (2)   Monthly Default Reports; Report of Proceedings

                      The Insured shall give the Company monthly reports, on
                    forms acceptable to the Company, detailing servicing
                     efforts with respect to each Loan for which notice to
                   the Company is required under Condition Six of this
                Policy. Monthly reports shall contain all of the
                     information and documentation reasonably requested by
               the Company, including, but not limited to, the
                     condition of the Property, status of Borrower contact
              efforts and status of Appropriate Proceedings.

                        Monthly reports shall continue with respect to each such
                       Loan until such Default or Early Default has been cured
                       or until title to the Property has been acquired by the
                   Insured. The Insured shall provide the Company with
                 written notice within fifteen (15) days after the
                Insured has knowledge of the commencement of any
                    proceeding, including Appropriate Proceedings, which
                   affects the Loan, the Property, or the Insured's or
Borrower's interest therein.    

(3)   Appropriate Proceedings               

                     Subject only to the provisions of Conditions Nine and
Fifteen below:                  

                      (a)   The Insured shall commence and diligently pursue
                          Appropriate Proceedings, but in no event later
                              than six (6) months after it is permitted to do so
                            pursuant to the terms of the Loan and applicable
                              law. If directed by the Company, the Insured shall
                             commence Appropriate Proceedings as soon as it is
                           permitted to do so pursuant to the terms of the
    Loan and applicable law.

12          Master Policy | Conditions Five  - Six                              

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Radian                  (b)   The Insured shall furnish the Company with copies 
                             of all notices and pleadings filed or required in
                           connection Master with Appropriate Proceedings.

Policy                  (c)   Bidding instructions.                             

                           (i)   The Company may give specific foreclosure
                                sale bidding instructions to the Insured
                                 that do not require a minimum bid of less
                                 than Fair Market Value, and in accordance
                              with applicable law, provided that the
                                 Company will not specify a maximum bid of
                                    less than the uninsured Loan amount, and, if
                                  the Property will be subject to redemption
                                    for less than the outstanding amount owed by
                                  the Borrower, the Company will not specify
                                 an opening bid of less than the uninsured
                                    Loan amount. For this purpose, the uninsured
                               Loan amount shall be the estimated Loss
                                    calculated pursuant to Condition Eleven (B),
                                    less the percentage thereof payable pursuant
                   to Condition Twelve (A)(2).

                    (ii)  In the absence of specific bidding
                                 instructions, the Insured may control the
        bidding process.

                            (iii) In the event of either (i) or (ii), above,
                                  unless the Company elects in writing prior
                               to the foreclosure sale to purchase the
                             Property, any third-party purchase at
                                  foreclosure will be treated as an Approved
                                    Sale pursuant to Condition Eight (A) of this
Policy. 

B.    Failure to Comply                                 

                  The failure of the Insured to comply with any of the foregoing
           conditions precedent will give the Company, at its sole
                discretion, the right to declare any liability or obligation
                  under this Policy null and void with respect to the applicable
                Certificate of Insurance, provided that violations of timing
                requirements shall result only in a reduction of the Loss to
                 the estimated extent of the prejudice suffered by the Company
              for the violation, and shall not result in cancellation of
                  coverage unless the timing violation exceeds one year from the
required date of submission.                

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

Condition Seven - Loan Servicing                        

   Every Loan insured under this Policy shall be serviced in a
     reasonable and prudent manner and consistent with the highest
           standards of servicing in use in the residential mortgage industry.
     Such servicing shall include, but not be limited to, diligent
         efforts to cure a Default, including Borrower contact, and prompt
    reporting of any Default to the appropriate credit reporting
  bureau(s). If the servicing of a Loan is sold, assigned or
     transferred by the Insured or by the Servicer, coverage shall
        continue hereunder; provided that notice thereof is given to the
           Company and the Loan continues to be serviced by an entity approved
by the Company.                                         

13          Master Policy | Conditions Six  - Seven                             

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Radian      If the Company disapproves a Servicer, or if the Loan is transferred
            to a previously disapproved or unapproved Servicer, the Insured, (or
Master      the owner of the Loan, if the Company has been notified of an owner 
other than the Insured), shall have ninety (90)         
Policy      days in which to replace the Servicer with one approved by the      
Company.                                                

            --------------------------------------------------------------------
Condition Eight - Approved Sale                         

A.    Settlement on Basis of Approved Sale              

             If an Approved Sale is consummated in accordance with the
              terms set forth hereinabove, with respect to such Approved
Sale:                                       

             (1)   The Company hereby waives its right to exercise its
                    option to acquire the Property pursuant to Condition
                      Twelve (A)(1) of this Policy, and releases the Insured
                from the obligation to tender Merchantable Title
                       pursuant to Condition Twelve or Borrower's Title to the
                    Property pursuant to Condition Eleven (A)(1) of this
Policy;                         

                  (2)   The Insured shall have the sole right to receive the net
                     proceeds of such Approved Sale and acceptance of such
                  net proceeds in satisfaction of the Loan shall not
    prejudice the Insured hereunder; and

                (3)   In calculating the net proceeds of such Approved Sale,
                   all the Insured's reasonable costs of obtaining and
                 closing the sale shall be deducted from the gross
proceeds of the sale.           

                 (4)   Company shall pay to the Insured, in full settlement of
                      its obligation to the Insured with respect to the Loss
                      to which such Approved Sale is related, the lesser of:

                        (a)   the entire amount of such Loss determined pursuant
                  to Condition Eleven of this Policy; or

                   (b)   the percentage of such Loss, computed without
                         deduction of the net proceeds of the Approved
                            Sale, specified in the applicable Certificate of
                             Insurance and in accordance with the premium plan
            under which the Loan is insured.

B.    Settlement if Approved Sale Does Not Close        

              If an Approved Sale does not close, the Company may settle
                 under either of the settlement options set forth in Condition
            Twelve (A), provided that if the Settlement Due Date has
                  passed, (i) interest as provided for in Condition Thirteen (D)
              shall be payable, and (ii) if the Company wishes to settle
               under Condition Twelve (A)(1), the Insured's obligations in
               connection with the transfer of the Property to the Company
                 shall be as required by this Policy subject to the limitation
                  that they shall not be more burdensome to the Insured than its
                  obligations (including, but not limited to, its obligations as
               to the condition of the Property) as seller in the Approved
Sale that failed to close.                  

14          Master Policy | Conditions Seven - Eight                            

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Condition Nine - Mitigation of Damages                  
Master                                                                          

Policy      A.    Mitigation of Damages                                         

            The Insured shall actively cooperate with the Company to
                prevent and mitigate Loss including, without limitation, the
                  collection of rents, the assertion of its rights in and to any
                  collateral or security in its custody or control, assertion of
            rights against the Borrower, and prompt reporting to the
                  Company of any preforeclosure sale offers. If a preforeclosure
                sale is approved by the Company and the Insured, but for any
          reason the sale does not close, then the Company shall
            continue to administer the Policy as if no sale had been
               attempted. The Company may assist the Insured in efforts to
mitigate any Loss.                          

            The Company shall actively cooperate with the Insured to
              administer the Policy in such a way as to not increase the
             Insured's uninsured loss, pursuant to the reciprocity and
mutuality of the parties' obligations.      

B.    Sale of the Property by the Insured               

            The mitigation efforts of the Insured shall also include
            diligent efforts to market any Property for which it has
                obtained Borrower's Title. After obtaining Borrower's Title,
                 the Insured shall submit to the Company any offer for sale of
                  the Property that would be acceptable to the Insured and would
                result in a lower Claim settlement under Condition Eight (A)
                than under the percentage payment option of Condition Twelve
               (A)(2), so long as the Company has not notified the Insured
               that it will acquire the Property, and its right to acquire
            the Property has not been waived, or expired pursuant to
                  Condition Twelve (B). Any such sale offer shall be approved or
rejected by the Company in its entirety.    

                 For purposes of this Condition, a sale offer submitted to the
              Company shall consist of an offer to purchase the Property
            received by the Insured, together with a schedule of (i)
               expense items proposed by the Insured to be included in the
               settlement amount if the Property sale closes, and (ii) the
insured's then-estimated amounts thereof.   

                 The Insured, if requested by the Company, shall authorize its
               broker to release to the Company such marketing information
                 concerning the Property as the Company may request, unless or
             until the Insured shall have notified the broker that the
               Company's right to acquire the Property has expired or been
waived.                                     

C.    Failure to Mitigate                               

                  If the Insured breaches its duty to prevent and mitigate Loss,
              then the Company's remedy shall be to reduce the Insured's
            Loss by the reasonably estimated extent of the resulting
            prejudice to the Company, rather than to deny the Claim.

15          Master Policy | Condition Nine                                      

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Condition Ten - Option to Acquire Loan                  
Master                                                                          

Policy      At any time after a Default, and prior to the conclusion of         
     Appropriate Proceedings, the Company shall have the option to
           acquire the related Loan. The Company shall exercise such option in
       writing and within thirty (30) days after the date thereof, the
       Insured shall furnish to the Company a written statement of the
    acquisition cost of such Loan. The acquisition cost shall be
           computed in the same manner as the computation of Loss set forth in
      Condition Eleven of this Policy, except that interest shall be
       calculated only through the date of acquisition. Payment of the
        acquisition cost so computed shall be made by the Company to the
           Insured within thirty (30) days after the receipt of such statement
   from the Insured together with all supporting documentation
        reasonably required by the Company. Contemporaneously therewith,
         Insured shall execute and deliver to the Company, or its nominee,
      such instruments or documents which the Company may reasonably
           require to effect or confirm the assignment or transfer of the Loan
     and any right, title or interest of the Insured in and to the
     Property, Appropriate Proceedings and any other collateral or
      security. In addition, Insured shall assign and deliver to the
           Company existing fire, hazard and title insurance policies relating
      to the Loan. The assignment or transfer of the Loan, any other
           collateral or security, and all related documents by the Insured to
          the Company shall constitute a warranty by the Insured that it has
            good title to such Loan, collateral, security and related documents,
           free and clear of all liens and encumbrances, and that there are no
           setoffs or counterclaims which may be asserted by the Borrower, and
    that the Insured has done nothing to impair the validity and
    enforceability of its rights with respect to such Loan, such
collateral or security and such related documents.      

            --------------------------------------------------------------------
Condition Eleven - Loss Payment Procedure               

A.    Submission of Claim                               

                  (1)   A Claim may not be submitted to the Company prior to the
                Insured's acquisition of Borrower's Title to the
                      Property, except in the case of Approved Sales, as set
forth in Condition Eight.       

                (2)   The Insured may submit a Claim prior to the expiration
                      of any applicable redemption period, provided however,
                     that in the event a Borrower exercises his redemption
                       rights, the Insured shall reimburse the Company for the
                     amount (if any) by which the sum of the Claim payment
                     paid plus the amount realized by the Insured from the
              redemption of the Property exceeds the Loss as
            calculated pursuant to Condition Eleven (B).

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16          Master Policy | Conditions Ten - Eleven                             

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Radian            (3)   Failure by the Insured to submit a Perfected Claim      
                   within one year after the acquisition of Borrower's
Master                  Title to the Property shall relieve the Company of any  
                      obligation or liability with respect to the underlying
Policy                  Certificate of Insurance.                               

B.    Calculation of Loss                               

          (1)   Loss with respect to any Default insured against
            hereunder shall be determined as the sum of:

                      (a)   the unpaid principal balance due under the Loan;

                   (b)   the amount of unpaid accumulated interest due
                            under the Loan, computed at the contractual rate
                       or rates stated in the Loan (excluding late
                            charges and penalties), up to the date the Claim
                           is submitted to the Company, but in no event in
        excess of two (2) years; and

                     (c)   the amount of any Advances made by the Insured.

                        In addition, if a Loan has been divided into
                      secured and unsecured portions pursuant to
                              proceedings under the federal bankruptcy laws, the
                        amount in clause (a) above shall include the
                            unpaid principal due under the unsecured portion
                      of the Loan, even if the Borrower has been
                             released from such debt, and the amount in clause
                             (b) above shall include interest thereon computed
                            at the contract rate or rates stated in the Loan
                              from the date of Default through the date referred
to in clause (b).   

                  (2)   Such Loss shall be reduced by the following,
                              insofar as not previously applied to the repayment
of the Loan:        

                         (a)   the unpaid interest due under the Loan,
                               calculated in accordance with Condition
                                 Eleven (B)(1), accruing after the Insured
                            has acquired Borrower's Title to the
                                 Property for a period of sixty (60) days;

                           (b)   the amount of all rent and other payments
                                (excluding proceeds of fire and extended
                                    coverage insurance) which have been received
                               by the Insured and which are in any way
                related to the Property;

17          Master Policy | Condition Eleven                                    

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Radian                        (c)   any amount remaining in any related escrow  
                                  account or security deposit in the custody
Master                              or control of the Insured as of the date of 
         last payment; and
Policy                                                                          

                        (d)   the amount of any payments on the Loan
                                 received by the Insured after the date of
Default;

                           (e)   the amount of any benefits paid under any
                                    fire and extended coverage policies which is
                                 in excess of the actual cost of restoring
                   and repairing the Property;

                         (f)   the remaining amount, if any, of unused
                             interest buydown funds, discounts, or
                     similar features of the Loan;

                         (g)   When the Company elects to purchase the
                             Property pursuant to Condition Twelve
                                 (A)(1), or when the Company elects to pay
                                   the percentage option pursuant to Condition
                                    Twelve (A)(2), and a casualty event, coupled
                                   with a lack of insurance for such casualty,
                                    was the most important cause of the Default;
                               the entire cost to repair or remedy any
                                 Physical Damage in excess of $1,500.00 to
                                the Property to the extent such Physical
                                  Damage has not been previously repaired or
     remedied; and

                            (h)   the net proceeds of any Approved Sale; and

                        (i)   the full amount of the entire proceeds
                                   awarded in or resulting from a condemnation
                          or a sale in lieu of condemnation.

C.    Deficiency Judgments                              

            If either the Insured or the Company intends to pursue a
                  deficiency judgment against the Borrower, no later than during
                  the Claim Settlement Period the party that is the proponent of
                 pursuing a deficiency will promptly notify the other party of
         its intent and the parties will determine whether the
              deficiency judgment will be sought for the account of such
                 proponent or for the account of both parties. If, pursuant to
              the instructions of the Company, the Insured has pursued a
            manner of foreclosure other than the usual and customary
             manner so that a deficiency judgment may be preserved and
             pursued, the Company will be deemed the proponent. If the
         Insured, without instruction, has pursued a manner of
                 foreclosure other than the usual and customary manner so that
           a deficiency judgment may be preserved and pursued, the
              Insured will be deemed the proponent. Further, the Insured
              will be deemed the proponent, and the determination is not
                 required, if the Company is prohibited by law from pursuing a
deficiency judgment against the Borrower.   

18          Master Policy | Condition Eleven                                    

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Radian            To facilitate such determination on an informed basis, either 
               party may request pertinent deficiency information from the
Master            other. Each party will provide such information if requested, 
                 but is not obligated to seek additional information solely to
Policy            respond to the request. If the Claim as initially filed does  
        not indicate whether the Insured intends to pursue a
              deficiency and/or does not provide such information as the
               Insured may have relevant to whether a deficiency should be
                pursued, the Company may request the information as provided
in Condition Thirteen (A).                  

                 If the amount of Loss calculated pursuant to Condition Eleven
              (B) has been increased because of the desire of either the
            Insured or the Company to preserve and pursue deficiency
               rights, the excess shall be determined. In determining such
              excess, the three percent (3%) limitation of Condition One
          (A)(5) will not be applied to exclude amounts that are
                 necessary to preserve and/or pursue the deficiency rights. If
                the deficiency rights will be pursued solely by the Insured,
             the Loss shall be adjusted to exclude such excess. If the
                deficiency rights will be pursued solely by the Company, the
           amount paid by the Company pursuant to Condition Eight,
               Condition Ten or Condition Twelve shall include all of such
               excess, regardless of the settlement option the Company may
               select. If the deficiency judgment is to be pursued for the
              account of both parties, any expenses the Company incurred
               (other than staff time or other internal costs) to preserve
             and/or pursue the deficiency rights will be added to such
                excess, and the total shall be allocated between the Insured
            and the Company in accordance with their pro rata shares
                referred to in Condition Fifteen (A). The Loss paid pursuant
              to Condition Eight or Condition Twelve will be adjusted to
           reflect such allocation of deficiency-related expenses.
                Subsequent deficiency-related expenses (including collection
               expenses, insofar as not satisfied from sums collected, but
                  excluding staff time or other internal costs of either party),
                  and any and all amounts recovered (net of collection expenses)
                  also will be allocated to the parties in such pro rata shares.

           After the Company's payment of the Loss, management and
                 control of deficiency rights being pursued for the account of
                both parties will be governed by reasonable agreement of the
parties.                                    

D.    Claim Requirements                                

                In order to make a Perfected Claim, the Insured must provide
the Company with the following:             

           (1)   A properly completed Claim on a form furnished or
                       approved by the Company requesting payment of the Loss;

     (2)   All information requested on such form, all
                  documentation requested or reasonably necessary to
                    complete such form, and all other information and/or
                    documentation reasonably requested by the Company in
        connection with its review of the Claim;

19          Master Policy | Condition Eleven                                    

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Radian            (3)   Evidence satisfactory to the Company that the Insured   
                        has Borrower's Title to the Property, except where there
Master                  has been an Approved Sale or the Company has elected to 
acquire the Property;           
Policy                                                                          
                 (4)   If the Company elects to acquire the Property, evidence
            that the Insured has acquired and can convey
Merchantable Title; and         

                (5)   Access to the Property for purposes of determining its
                 condition and value, if requested by the Company.

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

Condition Twelve - Claim Settlement Option              

           A.    In settlement of any Claim, unless the Claim is paid pursuant
               to Condition Eight (A), the Company in its sole discretion,
           and at its option, may elect to pay the Insured either:

               (1)   the entire amount of the Loss, and upon such payment,
                  the Insured shall convey Merchantable Title to the
            Property to the Company (or its nominee); or

                (2)   the percentage of the Loss specified in the applicable
                   Certificate of Insurance and in accordance with the
                    premium plan under which the Loan is insured and, in
                      such event, the Company shall have no right to acquire
the Property.                   

           B.    The Company shall make its election within the sixty (60) day
                 period set forth in Condition Thirteen, below. If the Company
              does not make its election within such time, its option to
              acquire the Property shall be deemed waived by the Company
except as described in Condition Eight (B). 

         C.    Upon the election and payment by the Company of the sum due
              under this Condition Twelve, or due under either Condition
                Eight (A) or Condition Ten, and any additional sum due under
                Condition Eleven (C), the liability of the Company under the
              related Certificate of Insurance will be fully and finally
discharged.                                 

            --------------------------------------------------------------------
Condition Thirteen - Claim Payment Procedure            

           Any payment of Loss required to be made to the Insured with respect
          to any Claim shall be payable within sixty (60) days after receipt
            of such Claim, if the Claim has become a Perfected Claim, subject to
the following conditions:                               

20          Master Policy | Conditions Eleven - Thirteen                        

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Radian      A.    Additional Documentation                                      

Master            The Company shall, within twenty (20) days of the filing of   
            the initial Claim, request additional items necessary to
Policy            complete its review of the Claim. The sixty (60) day period   
               shall be suspended until the Company receives the requested
                 items. Additional items may be requested by the Company after
              the initial twenty (20) day period, but the sixty (60) day
limit will not be tolled for their receipt. 

B.    Access                                            

                  If access is sought to the Property by the Company, and is not
               provided, the running of the sixty (60) day period shall be
                suspended, and will resume when access is available, and the
Insured so notifies the Company.            

C.    Acquisition                                       

                 If the Company elects to acquire the Property, the sixty (60)
          day period shall be further extended if and insofar as
               necessary for there to be ten (10) days remaining after the
       Insured tenders Merchantable Title to the Property.

D.    Late Payment                                      

               In the event that the Company does not pay the Claim within
               the sixty (60) day period, subject to the above extensions,
             the Company shall add simple interest at the Loan rate or
 rates, accruing from the Settlement Due Date.

E.    Rescission/Denial                                 

               All Claims shall be either paid, rescinded or denied within
              one hundred and twenty (120) days after the Settlement Due
Date.                                       

            --------------------------------------------------------------------
Condition Fourteen - Duty of Cooperation                

     Whenever requested by the Company, whether or not a notice of
        Default has been submitted, the Insured shall cooperate with the
           Company and furnish all reasonable aid, evidence and information in
        the possession of the Insured or to which the Insured has access
    with respect to any Loan, including, but not limited to, all
         documents, files, computer data or other information requested by
        the Company upon reasonable notice. To the extent the Company is
            prejudiced by any failure of the Insured to cooperate, the Company's
            remedy shall be to reduce the Insured's Loss by the estimated extent
of such prejudice.                                      

21          Master Policy | Conditions Thirteen - Fourteen                      

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Radian      --------------------------------------------------------------------
Condition Fifteen - Company's Right of Subrogation      
Master                                                                          

Policy      A.    Subrogation                                                   

                  Whenever the Company shall have paid a Loss under this Policy,
              all rights of subrogation shall vest in the Company to the
                  extent of that payment, and where permitted by applicable law,
pursuant to the following formula:          

            (1)   All of the Insured's deficiency rights against the
                       Borrower will vest in the Company by subrogation if the
                       Company has acquired the Property pursuant to Condition
                      Twelve (A)(1), if the Insured has elected not to share
                      in pursuit of such rights pursuant to Condition Eleven
                       (C), if the Insured is made whole pursuant to Condition
                    Eight (C)(4)(a), or if the Company acquires the Loan
pursuant to Condition Ten;      

             (2)   None of the Insured's deficiency rights against the
                        Borrower shall vest by subrogation in the Company if the
                        Company is not entitled by law to pursue such rights, or
                      if the Company has elected not to share in the pursuit
                    of such rights pursuant to Condition Eleven (C); and

               (3)   A pro rata share of the deficiency rights against the
                  Borrower shall vest in the Company if, pursuant to
                     Condition Eleven (C), such rights will be pursued for
                the account of both the Insured and the Company,
                     according to the reasonable agreement of the parties.

B.    Impairment of Subrogation                         

          The Insured shall not act or omit to act to impair the
Company's right of subrogation in any way.  

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

Condition Sixteen - Limitation of Actions               

          No suit or action arising from any right of the Insured under this
          Policy shall be commenced in any court of law or equity unless the
          Insured has substantially complied with all material conditions of
          this Policy and the Certificate of Insurance, excepting conditions
            specifically waived or altered in writing by the Company, and unless
          commenced within two (2) years after such right shall first arise.

22          Master Policy | Conditions Fifteen - Sixteen                        

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Radian      --------------------------------------------------------------------
Condition Seventeen - Notices                           
Master                                                                          

Policy      All notices, reports or other documents required or permitted to be 
           given by either party to the other shall be in writing and shall be
          forwarded by prepaid postage to the recipient at the address shown
  on the face of this Policy or at such other address as the
respective parties may hereafter specify in writing.    

            --------------------------------------------------------------------
        Condition Eighteen - Entire Agreement, Endorsement, Severability

A.    Entire Agreement                                  

               This Policy, together with the Certificate of Insurance and
              the Application for Insurance, shall constitute the entire
              agreement between the original Insured and the Company. No
              provision, requirement or condition of this Policy and the
                 Certificate of Insurance shall be deemed to have been waived,
                  altered, amended or otherwise changed unless stated in writing
and duly executed by the Company.           

B.    Endorsement                                       

        Any endorsement issued by the Company to the Insured
                contemporaneously with any Certificate of Insurance shall be
                deemed to modify the coverage under this Policy with respect
                 to the Loan described in such Certificate of Insurance to the
extent shown in such endorsement.           

            --------------------------------------------------------------------
Condition Nineteen - Beneficiaries Under Policy         

        The provisions of this Policy and Certificate of Insurance shall
       inure to the benefit of and be binding upon the Company and any
            Insured and its respective successors. In the event that the Insured
     assigns a Loan insured hereunder, this Policy and the related
            Certificate of Insurance shall continue in force and effect in favor
          of such assignee subject to all of the terms and conditions hereof
            and further subject to all defenses available to the Company against
        any predecessor Insured. In no event shall any Borrower or other
           person be deemed to be a party to, or intended beneficiary of, this
         Policy. No payments made hereunder to the Insured shall lessen or
       affect the Insured's rights of recovery against any Borrower or
other person.                                           

23          Master Policy | Conditions Seventeen - Nineteen                     

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Radian      --------------------------------------------------------------------
Condition Twenty - Arbitration                          
Master                                                                          

Policy      Unless prohibited by applicable law, the Insured and the Company may
          agree, in writing, that any claim or controversy arising out of or
            related to this Policy or any breach, interpretation or construction
           thereof be submitted to arbitration. In such event, the arbitration
           proceeding will be held pursuant to the Title Insurance Arbitration
           Rules of the American Arbitration Association in effect on the date
the agreement to arbitrate is made.                     

            The decision of the arbitrators shall be made in accordance with the
            terms and conditions of this Policy and the laws of the jurisdiction
  where the related Property is located. The decision of the
       arbitrators shall be final and binding upon the Insured and the
       Company and judgment upon the award may be entered in any court
  having jurisdiction thereof. A copy of the Title Insurance
        Arbitration Rules of the American Arbitration Association may be
obtained from the Company upon request.                 

            --------------------------------------------------------------------
Condition Twenty-One - Conformity to Statute            

        Any provision of this Policy which is in clear conflict with the
           laws of the jurisdiction in which the Property is located is hereby
            amended to conform to the minimum requirements of that law, it being
      the intention of the Insured and the Company that the specific
         provisions of this Policy shall be controlling whenever possible.

24          Master Policy | Conditions Twenty - Twenty-One                      

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Radian      IN WITNESS WHEREOF, the Company has caused its Corporate Seal to be 
    hereto affixed and these to be signed by its duly authorized
Master      officers in facsimile, to become effective as its original seal and 
           signatures and binding on the Company by virtue of countersignature
Policy      by its duly authorized agent where required by applicable law.      

RADIAN GUARANTY INC.                        
CORPORATE SEAL                          
1976                          
PENNSYLVANIA                          
*                         

            ____________________________________________________________________

Radian Guaranty Inc.                                    
            ____________________________________________________________________

            --------------------------------------------------------------------
President                                 Secretary     

            --------------------------------------------------------------------
  Date                                      Authorized Agent

26          Master Policy | Signatures                                          

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Radian           Short Rate Cancellation Schedule           Annual Premium Plans

Master           Minimum Retained Premium                                       

Policy           Initial Coverages $50.00                                       

Renewal Coverages $10.00                      

-----------------------------------------------                                 
Days                                 Percent of                                 
Policy                                  Premium                                 
In Force                               Refunded                                 
-----------------------------------------------                                 
1` .....................................    95                                  
2` .....................................    94                                  
3-4 ....................................    93                                  
5-6 ....................................    92                                  
7-8 ....................................    91                                  
9-10 ...................................    90                                  
11-12 ..................................    89                                  
13-14 ..................................    88                                  
15-16 ..................................    87                                  
17-18 ..................................    86                                  
19-20 ..................................    85                                  
21-22 ..................................    84                                  
23-25 ..................................    83                                  
26-29 ..................................    82                                  
30-32 (1 mo.) ..........................    81                                  
33-36 ..................................    80                                  
37-40 ..................................    79                                  
41-43 ..................................    78                                  
44-47 ..................................    77                                  
48-51 ..................................    76                                  
52-54 ..................................    75                                  
55-58 ..................................    74                                  
59-62 (2 mos.) .........................    73                                  
63-65 ..................................    72                                  
66-69 ..................................    71                                  
70-73 ..................................    70                                  
74-76 ..................................    69                                  
77-80 ..................................    68                                  
81-83 ..................................    67                                  
84-87 ..................................    66                                  
88-91 (3 mos.) .........................    65                                  
92-94 ..................................    64                                  
95-98 ..................................    63                                  
99-102 .................................    62                                  
103-105 ................................    61                                  
106-109 ................................    60                                  
110-113 ................................    59                                  
114-116 ................................    58                                  
117-120 ................................    57                                  
121-124 (4 mos.) .......................    56                                  
125-127 ................................    55                                  
128-131 ................................    54                                  
132-135 ................................    53                                  
136-138 ................................    52                                  
139-142 ................................    51                                  
143-146 ................................    50                                  
147-149 ................................    49                                  
150-153 (5 mos.) .......................    48                                  
154-156 ................................    47                                  
157-160 ................................    46                                  
161-164 ................................    45                                  
165-167 ................................    44                                  
168-171 ................................    43                                  
172-175 ................................    42                                  
176-178 ................................    41                                  
179-182 (6 mos.) .......................    40                                  
183-187 ................................    39                                  
188-191 ................................    38                                  
192-196 ................................    37                                  
197-200 ................................    36                                  
201-205 ................................    35                                  
206-209 ................................    34                                  
210-214 (7 mos.) .......................    33                                  
215-218 ................................    32                                  
219-223 ................................    31                                  
224-228 ................................    30                                  
229-232 ................................    29                                  
233-237 ................................    28                                  
238-241 ................................    27                                  
242-246 (8 mos.) .......................    26                                  
247-250 ................................    25                                  
251-255 ................................    24                                  
256-260 ................................    23                                  
261-264 ................................    22                                  
265-269 ................................    21                                  
270-273 (9 mos.) .......................    20                                  
274-278 ................................    19                                  
279-282 ................................    18                                  
283-287 ................................    17                                  
288-291 ................................    16                                  
292-296 ................................    15                                  
297-301 ................................    14                                  
302-305 (10 mos.) ......................    13                                  
306-310 ................................    12                                  
311-314 ................................    11                                  
315-319 ................................    10                                  
320-323 ................................     9                                  
324-328 ................................     8                                  
329-332 ................................     7                                  
333-337 (11 mos.) ......................     6                                  
338-342 ................................     5                                  
343-346 ................................     4                                  
347-351 ................................     3                                  
352-355 ................................     2                                  
356-360 ................................     1                                  
361-365 ................................     0                                  
-----------------------------------------------                                 

27          Short Rate Cancellation Schedule | Annual Premium Plans             

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Radian      Short Rate Cancellation Schedule                Single Premium Plans

Master      Minimum Retained Premium                                            

Policy      Initial Coverages $50.00                                            

Renewal Coverages $10.00                                

----------------------------------------------------------                      
Months                                           Percentof                      
Policy                                             Premium                      
In Force                                          Refunded                      
----------------------------------------------------------                      
3     4     5     6     7    10    12      15         
yr.   yr.   yr.   yr.   yr.   yr.   yr.    yr.          
1 ........  91    92    93    93    94    95    97      98                      
2 ........  85    87    89    90    91    93    94      96                      
3 ........  79    82    85    87    89    91    92      93                      
4 ........  73    77    81    84    85    89    90      92                      
5 ........  67    72    77    81    83    87    89      90                      
6 ........  60    67    73    77    80    85    87      89                      
7 ........  57    63    69    74    77    83    85      88                      
8 ........  53    60    65    72    75    81    84      86                      
9 ........  50    58    62    69    71    79    82      85                      
10 .......  47    55    60    66    69    77    80      84                      
11 .......  43    53    58    64    65    75    78      82                      
12 .......  40    50    56    62    63    73    77      81                      
13 .......  37    48    54    60    61    71    75      80                      
14 .......  33    45    52    58    60    69    73      78                      
15 .......  30    43    50    56    59    67    72      77                      
16 .......  25    40    48    54    57    65    70      76                      
17 .......  24    38    46    52    56    63    69      74                      
18 .......  22    35    44    50    54    62    67      73                      
19 .......  20    33    42    48    53    61    65      72                      
20 .......  18    30    40    46    51    60    64      70                      
21 .......  16    28    38    44    50    59    63      69                      
22 .......  15    25    36    42    49    58    62      68                      
23 .......  13    24    34    40    47    57    61      66                      
24 .......  11    22    32    38    46    56    60      65                      
25 .......  10    21    30    36    44    55    60      64                      
26 .......   8    19    28    35    43    54    58      63                      
27 .......   7    18    26    32    41    53    57      62                      
28 .......   7    16    24    31    40    52    57      62                      
29 .......   5    15    23    30    39    51    56      61                      
30 .......   4    14    22    29    37    50    55      60                      
31 .......   4    13    21    28    36    49    54      60                      
32 .......   3    11    20    26    34    48    53      59                      
33 .......   2    10    18    25    33    47    53      58                      
34 .......   2     9    17    24    31    46    51      57                      
35 .......   1     8    16    23    30    45    51      57                      
36 ..............  7    15    22    29    44    50      56                      
37 ..............  7    14    21    27    43    49      55                      
38 ..............  6    13    20    26    42    48      55                      
39 ..............  5    12    19    24    41    47      54                      
40 ..............  4    11    18    24    40    47      53                      
41 ..............  4    10    17    23    39    46      53                      
----------------------------------------------------------                      

----------------------------------------------------------                      
Months                                           Percentof                      
Policy                                             Premium                      
In Force                                          Refunded                      
----------------------------------------------------------                      
4     5     6    7     10    12      15   
yr.   yr.   yr.  yr.   yr.   yr.     yr.  
42 ..............  3     9     16   22    38    45      52                      
43 ..............  3     9     16   22    37    44      51                      
44 ..............  2     8     15   20    36    43      51                      
45 ..............  2     7     14   20    35    43      50                      
46 ..............  1     7     13   18    34    41      49                      
47 ..............  1     6     12   18    33    41      49                      
48 ....................  5     11   17    32    40      48                      
49 ....................  5     10   16    31    39      47                      
50 ....................  4     10   16    30    38      47                      
51 ....................  4     9    15    29    37      46                      
52 ....................  3     9    14    28    37      45                      
53 ....................  3     8    13    27    36      45                      
54 ....................  2     8    13    26    35      44                      
55 ....................  2     7    12    25    34      43                      
56 ....................  2     7    11    24    33      43                      
57 ....................  1     6    10    24    33      42                      
58 ....................  1     6    10    23    31      41                      
59 ..........................  5    9     23    31      41                      
60 ..........................  5    9     22    30      40                      
61 ..........................  4    8     22    29      39                      
62 ..........................  4    8     21    28      39                      
63 ..........................  3    7     20    27      38                      
64 ..........................  3    7     20    27      37                      
65 ..........................  2    6     19    26      37                      
66 ..........................  2    6     18    25      36                      
67 ..........................  1    5     18    24      35                      
68 ..........................  1    5     17    24      35                      
69 ..........................  1    5     17    23      34                      
70 ...............................  4     16    23      33                      
71 ...............................  4     16    22      33                      
72 ...............................  4     15    22      32                      
73 ...............................  3     15    22      31                      
74 ...............................  3     14    21      31                      
75 ...............................  3     14    21      30                      
76 ...............................  2     13    20      29                      
77 ...............................  2     13    20      29                      
78 ...............................  2     12    19      28                      
79 ...............................  1     12    18      27                      
80 ...............................  1     11    18      27                      
81 ...............................  1     11    17      26                      
82 ...............................  1     10    17      25                      
----------------------------------------------------------                      

----------------------------------------------------------                      
Months                                         Percentof                        
Policy                                           Premium                        
In Force                                        Refunded                        
----------------------------------------------------------                      
                      10    12    15
                       yr.   yr.   yr.
83 ........................................ 10    16    25                      
84-85 .....................................  9    16    24                      
86 ........................................  9    15    23                      
87-88 .....................................  8    14    23                      
89 ........................................  8    14    22                      
90-91 .....................................  7    13    22                      
92 ........................................  7    13    21                      
93-94 .....................................  6    12    21                      
95 ........................................  6    11    20                      
96 ........................................  5    11    20                      
97 ........................................  5    11    19                      
98 ........................................  5    10    19                      
99 ........................................  5    10    18                      
100 .......................................  4     9    18                      
101-103 ...................................  4     9    17                      
104 .......................................  3     9    16                      
105-106 ...................................  3     8    16                      
107 .......................................  3     7    15                      
108-109 ...................................  2     7    15                      
110-111 ...................................  2     7    14                      
112 .......................................  2     6    14                      
113 .......................................  1     6    13                      
114-115 ...................................  1     5    13                      
116-117 ...................................  1     5    12                      
118 .............................................  5    12                      
119-121 .........................................  4    11                      
122-123 .........................................  4    10                      
124 .............................................  3    10                      
125-128 .........................................  3     9                      
129-130 .........................................  2     9                      
131-133 .........................................  2     8                      
134-135 .........................................  2     7                      
136-139 .........................................  1     7                      
140 .............................................  1     6                      
141-142 ...............................................  6                      
143-148 ...............................................  5                      
149-154 ...............................................  4                      
155-160 ...............................................  3                      
161-169 ...............................................  2                      
170-175 ...............................................  1                      
176-180 ...............................................  0                      
----------------------------------------------------------                      

28          Short Rate Cancellation Schedule | Single Premium Plans             

EX-4
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Radian Guaranty Inc.                                                            
                                                              RADIAN

1601 Market Street                                                              
Philadelphia, Pennsylvania 19103-2337                                           

800 523.1988                                                                    
215 564.6600                                                                    

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