New Century Mort SEC Inc Home Equity Loan Trust 2003 6 – ‘8-K’ for 12/18/03 – EX-99.1

On:  Thursday, 1/8/04, at 4:53pm ET   ·   For:  12/18/03   ·   Accession #:  882377-4-37   ·   File #:  333-104454-05

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         New Century Mortgage Securities Inc                    4     15K 
 2: EX-3.1      Amended and Restated Trust Agreement                  71    245K 
 3: EX-4.1      Indenture                                            198    743K 
 4: EX-99.1     Servicing Agreement                                   65    260K 

EX-99.1   —   Servicing Agreement
Exhibit Table of Contents

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EXHIBIT 99.1

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

 NEW CENTURY MORTGAGE CORPORATION,
 as Master Servicer,

NEW CENTURY HOME EQUITY LOAN TRUST 2003-6,
 as Issuer

 and

 DEUTSCHE BANK NATIONAL TRUST COMPANY,
 as Indenture Trustee,

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

 SERVICING AGREEMENT

 Dated as of December 19, 2003

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

Mortgage Loans

 New Century Home Equity Loan Trust 2003-6

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                                        TABLE OF CONTENTS                                                 

                                                                                                      Page
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ARTICLE I                                                                                                 

Definitions..............................................................................................2
         Section 1.01  DEFINITIONS.......................................................................2
         Section 1.02  OTHER DEFINITIONAL PROVISIONS.....................................................2
         Section 1.03  INTEREST CALCULATIONS.............................................................2

ARTICLE II                                                                                                

Representations and Warranties...........................................................................4
         Section 2.01  REPRESENTATIONS AND WARRANTIES REGARDING THE MASTER SERVICER......................4
         Section 2.02  EXISTENCE.........................................................................6
         Section 2.03  ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES.....................................6

ARTICLE III                                                                                               

Administration and Servicing of Mortgage Loans...........................................................9
Section 3.01.     MASTER SERVICER TO ACT AS MASTER SERVICER..............................................9
Section 3.02.     SUB-SERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUB-SERVICERS                      
                   .....................................................................................11
Section 3.03.     SUCCESSOR SUB-SERVICERS...............................................................12
Section 3.04.     LIABILITY OF THE MASTER SERVICER......................................................12
Section 3.05.     NO CONTRACTUAL RELATIONSHIP BETWEEN SUB-SERVICERS, THE INDENTURE TRUSTEE                
                  OR THE NOTEHOLDERS....................................................................13
Section 3.06.     ASSUMPTION OR TERMINATION OF SUB-SERVICING AGREEMENTS BY THE INDENTURE                  
                  TRUSTEE...............................................................................13
Section 3.07.     COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS..........................................14
Section 3.08.     SUB-SERVICING ACCOUNTS................................................................14
Section 3.09.     COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS; SERVICING ACCOUNTS                  
                   .....................................................................................14
Section 3.10.     COLLECTION ACCOUNT AND PAYMENT ACCOUNT................................................15
Section 3.11.     WITHDRAWALS FROM THE COLLECTION ACCOUNT AND PAYMENT ACCOUNT...........................17
Section 3.12.     INVESTMENT OF FUNDS IN THE COLLECTION ACCOUNT AND THE PAYMENT ACCOUNT                   
                   .....................................................................................19
Section 3.13.     [RESERVED]............................................................................20
Section 3.14.     MAINTENANCE OF HAZARD INSURANCE AND ERRORS AND OMISSIONS AND FIDELITY                   
                  COVERAGE..............................................................................20
Section 3.15.     ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.............................22

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Section 3.16.     REALIZATION UPON DEFAULTED MORTGAGE LOANS.............................................23
Section 3.17.     TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.......................................25
Section 3.18.     SERVICING COMPENSATION................................................................26
Section 3.19.     REPORTS TO THE INDENTURE TRUSTEE AND OTHERS; COLLECTION ACCOUNT STATEMENTS              
                   .....................................................................................27
Section 3.20.     STATEMENT AS TO COMPLIANCE............................................................27
Section 3.21.     INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT......................................28
Section 3.22.     ACCESS TO CERTAIN DOCUMENTATION.......................................................28
Section 3.23.     TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.....................................28
Section 3.24.     OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF PREPAYMENT INTEREST                    
                  SHORTFALLS............................................................................31
Section 3.25.     OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF MORTGAGE RATES AND                     
                  MONTHLY PAYMENTS......................................................................31
Section 3.26.     ADVANCE FACILITY......................................................................31

ARTICLE IV                                                                                                

Servicing Certificate...................................................................................33
         Section 4.01  REMITTANCE REPORTS AND P&I ADVANCES..............................................33

ARTICLE V                                                                                                 

The Master Servicer.....................................................................................37
         Section 5.01  LIABILITY OF THE MASTER SERVICER.................................................37
         Section 5.02  MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE                 
MASTER SERVICER.........................................................................................37
         Section 5.03  LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS........................37
         Section 5.04  MASTER SERVICER NOT TO RESIGN....................................................38
         Section 5.05  DELEGATION OF DUTIES.............................................................38
         Section 5.07  INDEMNIFICATION..................................................................39

ARTICLE VI                                                                                                

Default.................................................................................................41
Section 6.01.     MASTER SERVICER EVENTS OF DEFAULT.....................................................41
Section 6.02.     INDENTURE TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR....................................43
Section 6.03.     NOTIFICATION TO NOTEHOLDERS...........................................................44
Section 6.04.     WAIVER OF MASTER SERVICER EVENTS OF DEFAULT...........................................44

ARTICLE VII                                                                                               

Miscellaneous Provisions................................................................................45
         Section 7.01  AMENDMENT........................................................................45
         Section 7.02  GOVERNING LAW....................................................................45
         Section 7.03  NOTICES..........................................................................45
         Section 7.04  SEVERABILITY OF PROVISIONS.......................................................46
         Section 7.05  THIRD-PARTY BENEFICIARIES........................................................46

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         Section 7.06  COUNTERPARTS.....................................................................46
         Section 7.07  EFFECT OF HEADINGS AND TABLE OF CONTENTS.........................................46
         Section 7.08  TERMINATION......................................................................47
         Section 7.09  NO PETITION......................................................................47
         Section 7.10  NO RECOURSE......................................................................47

ARTICLE VIII                                                                                              

DUTIES OF THE MASTER SERVICER AS ADMINISTRATOR..........................................................48
         Section 8.01  ADMINISTRATIVE DUTIES............................................................48
         Section 8.02   RECORDS.........................................................................49
         Section 8.03  ADDITIONAL INFORMATION TO BE FURNISHED...........................................49

EXHIBIT A                                                                                                 
MORTGAGE LOAN SCHEDULE.................................................................................A-1

EXHIBIT B                                                                                                 
FORM OF REQUEST FOR RELEASE............................................................................B-1

EXHIBIT C-1                                                                                               
FORM OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM                                           
10-K.................................................................................................C-1-1

EXHIBIT C-2                                                                                               
FORM OF CERTIFICATION TO BE                                                                               
PROVIDED TO THE DEPOSITOR BY THE INDENTURE TRUSTEE...................................................C-2-1

EXHIBIT D                                                                                                 
OFFICER'S CERTIFICATE                                                                                     
REGARDING ANNUAL STATEMENT OF COMPLIANCE...............................................................D-1

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                  This Servicing Agreement, dated as of December 19, 2003, among
New Century Mortgage Corporation, as Master Servicer (the "Master Servicer" ),  
New Century Home Equity Loan Trust 2003-6, as Issuer (the "Issuer") and Deutsche
Bank National Trust Company, as Indenture Trustee (the "Indenture Trustee").    

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

                WHEREAS, pursuant to the terms of the Mortgage Loan Sale and
Contribution Agreement, New Century Mortgage Securities, Inc. (the "Depositor") 
will acquire the Mortgage Loans;                                                

              WHEREAS, the Depositor will create New Century Home Equity
Loan Trust 2003-6, a Delaware statutory trust, and will transfer the Mortgage   
Loans and all of its rights under the Mortgage Loan Sale and Contribution       
Agreement to the Issuer;                                                        

             WHEREAS, pursuant to the terms of an Amended and Restated
Trust Agreement dated as of December 19, 2003 (the "Trust Agreement") among the 
Depositor, as depositor, Wilmington Trust Company, as owner trustee (the "Owner 
Trustee") and Deutsche Bank National Trust Company, as certificate registrar and
certificate paying agent, the Depositor will convey the Mortgage Loans to the   
Issuer in exchange for the Certificates (as defined below);                     

              WHEREAS, pursuant to the terms of the Trust Agreement, the
Issuer will issue and transfer to or at the direction of the Depositor, the     
Trust Certificates, Series 2003-6 (the "Certificates");                         

              WHEREAS, pursuant to the terms of an Indenture dated as of
December 19, 2003 (the "Indenture") between the Issuer and Deutsche Bank        
National Trust Company (the "Indenture Trustee"), the Issuer will pledge the    
Mortgage Loans and issue and transfer to or at the direction of the Purchaser   
the Asset-Backed Notes, Series 2003-6, Class A-1, Class A-2, Class A-3, Class   
A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Notes  
(collectively, the "Notes"); and                                                

               WHEREAS, pursuant to the terms of this Servicing Agreement,
the Master Servicer will service the Mortgage Loans set forth on the Mortgage   
Loan Schedule attached hereto as Exhibit A directly or through one or more      
Sub-Servicers;                                                                  

            NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:                          

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 ARTICLE I

 Definitions

         Section 1.01 DEFINITIONS. For all purposes of this Servicing Agreement,
except as otherwise expressly provided herein or unless the context otherwise   
requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Definitions contained in Appendix A to the        
Indenture which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.                           

Section 1.02 OTHER DEFINITIONAL PROVISIONS.                   

  (a) All terms defined in this Servicing Agreement shall have the
defined meanings when used in any certificate or other document made or         
delivered pursuant hereto unless otherwise defined therein.                     

         (b) As used in this Servicing Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not     
defined in this Servicing Agreement or in any such certificate or other         
document, and accounting terms partly defined in this Servicing Agreement or in 
any such certificate or other document, to the extent not defined, shall have   
the respective meanings given to them under generally accepted accounting       
principles. To the extent that the definitions of accounting terms in this      
Servicing Agreement or in any such certificate or other document are            
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Servicing Agreement or in any such
certificate or other document shall control.                                    

    (c) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Servicing Agreement shall refer to this Servicing      
Agreement as a whole and not to any particular provision of this Servicing      
Agreement; Section and Exhibit references contained in this Servicing Agreement 
are references to Sections and Exhibits in or to this Servicing Agreement unless
otherwise specified; and the term "including" shall mean "including without     
limitation".                                                                    

(d) The definitions contained in this Servicing Agreement are 
applicable to the singular as well as the plural forms of such terms and to the 
masculine as well as the feminine and neuter genders of such terms.             

        (e) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such 
agreement, instrument or statute as from time to time amended, modified or      
supplemented and includes (in the case of agreements or instruments) references 
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.                        

  Section 1.03 INTEREST CALCULATIONS. All calculations of interest
hereunder that are made in respect of the Stated Principal Balance of a Mortgage
Loan shall be made on the basis of a 360-day                                    

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year consisting of twelve 30-day months, notwithstanding the terms of the       
related Mortgage Note and Mortgage.                                             

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ARTICLE II

Representations and Warranties

  Section 2.01 REPRESENTATIONS AND WARRANTIES REGARDING THE MASTER
SERVICER. The Master Servicer hereby represents, warrants and covenants to the  
Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage 
Loans, and the Noteholders that as of the Closing Date or as of such date       
specifically provided herein:                                                   

               (i) The Master Servicer is a corporation duly organized and
        validly existing under the laws of the State of California and is duly
        authorized and qualified to transact any and all business contemplated
       by this Servicing Agreement to be conducted by the Master 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 Servicing Agreement;                                     

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

                (iii) The execution and delivery of this Servicing Agreement
    by the Master Servicer, the servicing of the Mortgage Loans by the
       Master Servicer hereunder, the consummation by the Master 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 Master Servicer and will not (A) result in a breach of
        any term or provision of the charter or by-laws of the Master 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 Master Servicer is a party or by which it
     may be bound, or any statute, order or regulation applicable to the
         Master Servicer of any court, regulatory body, administrative agency or
         governmental body having jurisdiction over the Master Servicer; and the
        Master Servicer is not a party to, bound by, or in breach or violation
        of any indenture or other agreement or instrument, or subject to or in
        violation of any statute, order or regulation of any court, regulatory
      body, administrative agency or governmental body having jurisdiction
   over it, which materially and adversely affects or, to the Master
    Servicer's knowledge, would in the future materially and adversely
affect, (x) the ability of the Master                         

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       Servicer to perform its obligations under this Servicing Agreement or
         (y) the business, operations, financial condition, properties or assets
of the Master Servicer taken as a whole;                      

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

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

(vi) [Reserved];                            

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

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

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

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

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

The foregoing representations and warranties shall survive any
termination of the Master Servicer hereunder.                                   

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      It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.01 shall survive delivery of the Mortgage 
Files to the Indenture Trustee and shall inure to the benefit of the Indenture  
Trustee, the Depositor and the Noteholders. Upon discovery by any of the        
Depositor, the Master Servicer or the Indenture Trustee of a breach of any of   
the foregoing representations, warranties and covenants which materially and    
adversely affects the value of any Mortgage Loan or the interests therein of the
Noteholders, the party discovering such breach shall give prompt written notice 
(but in no event later than two Business Days following such discovery) to the  
Indenture Trustee. Subject to Section 6.01, unless such breach shall not be     
susceptible of cure within 90 days, the obligation of the Master Servicer set   
forth in this Section 2.01 to cure breaches shall constitute the sole remedy    
against the Master Servicer available to the Noteholders, the Depositor and the 
Indenture Trustee on behalf of the Noteholders respecting a breach of the       
representations, warranties and covenants contained in this Section 2.01.       
Notwithstanding the foregoing, within 90 days of the earlier of discovery by the
Master Servicer or receipt of notice by the Master Servicer of the breach of the
representation or covenant of the Master Servicer set forth in Section 2.01(x)  
above, which breach materially and adversely affects the interests of the       
Holders of the Certificates in any Prepayment Charge, the Master Servicer must  
pay the amount of such waived Prepayment Charge, for the benefit of the holders 
of the Notes, by depositing such amount into the Collection Account.            

 Section 2.02 EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the     
State of Delaware (unless it becomes, or any successor Issuer hereunder is or   
becomes, organized under the laws of any other state or of the United States of 
America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and   
preserve its qualification to do business in each jurisdiction in which such    
qualification is or shall be necessary to protect the validity and              
enforceability of this Servicing Agreement.                                     

     Section 2.03 ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES. (a) The
Master Servicer (to the extent it is not NC Capital or an Affiliate of NC       
Capital, and otherwise the Indenture Trustee) shall enforce the representations 
and warranties and related obligations for breaches thereof of NC Capital       
pursuant to the Mortgage Loan Sale and Contribution Agreement. Upon the         
discovery or receipt of notice of any materially defective document in, or that 
a document is missing from, a Mortgage File or of a breach by NC Capital of any 
of the representations and warranties made in the Mortgage Loan Sale and        
Contribution Agreement in respect of any Mortgage Loan that materially and      
adversely affects the value of the value of such Mortgage Loan or the interests 
therein of the Noteholders, the Indenture Trustee shall give prompt written     
notice to NC Capital and the Master Servicer of such defect, missing document or
breach and request that NC Capital deliver such missing document or cure such   
defect or breach within 60 days from the date NC Capital was notified of such   
missing document, defect or breach, and if NC Capital does not deliver such     
missing document or cure such defect or breach in all material respects during  
such period, the Master Servicer, to the extent it is not NC Capital or an      
Affiliate of NC Capital, and otherwise the Indenture Trustee, shall enforce the 
obligations of NC Capital under the Mortgage Loan Sale and Contribution         
Agreement to repurchase such Mortgage Loan from the Issuer at the Purchase Price
within 90 days after the date on which NC Capital was notified of such missing  
document, defect or breach, if and to the extent that NC Capital is obligated to
do so under the Mortgage Loan Sale and Contribution Agreement. The Purchase     
Price for the repurchased Mortgage Loan shall be remitted to the Master         

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Servicer for deposit in the Collection Account and the Indenture Trustee, upon  
receipt of written certification from the Master Servicer of such deposit, shall
release to NC Capital the related Mortgage File and the Indenture Trustee shall 
execute and deliver such instruments of transfer or assignment, in each case    
without recourse, as NC Capital shall furnish to it and as shall be necessary to
vest in NC Capital any Mortgage Loan released pursuant hereto. The Indenture    
Trustee shall not have any further responsibility with regard to such Mortgage  
File. In lieu of repurchasing any such Mortgage Loan as provided above, if so   
provided in the Mortgage Loan Sale and Contribution Agreement, NC Capital may   
cause such Mortgage Loan to be removed from the Trust Estate (in which case it  
shall become a Deleted Mortgage Loan) and substitute one or more Qualified      
Substitute Mortgage Loans in the manner and subject to the limitations set forth
in Section 2.03(b). It is understood and agreed that the obligation of NC       
Capital to cure or to repurchase (or to substitute for) any Mortgage Loan as to 
which a document is missing, a material defect in a constituent document exists 
or as to which such a breach has occurred and is continuing shall constitute the
sole remedy respecting such omission, defect or breach available to the         
Indenture Trustee and the Noteholders. The Indenture Trustee will be reimbursed 
for reasonable expenses incurred in connection with any breach or defect giving 
rise to the purchase obligation under this Section 2.03 pursuant to Section     
3.11(a)(viii).                                                                  

       With respect to the representations and warranties made by NC Capital
in the Mortgage Loan Sale and Contribution Agreement, the Indenture Trustee     
shall not be charged with knowledge of any breach of any such representation or 
warranty by NC Capital unless a Responsible Officer of the Indenture Trustee at 
the Corporate Trust Office obtains actual knowledge of such breach or a         
Responsible Officer of the Indenture Trustee receives written notice of such    
breach from the Depositor, the Master Servicer or the Noteholders.              

        (b) As to any Deleted Mortgage Loan for which NC Capital substitutes a
Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected
by NC Capital delivering to the Indenture Trustee, for such Qualified Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the  
Indenture Trustee, and such other documents and agreements, with all necessary  
endorsements thereon, as are required by Section 2.1(b) of the Mortgage Loan    
Sale and Contribution Agreement, together with an Officers' Certificate         
providing that each such Qualified Substitute Mortgage Loan satisfies the       
definition thereof and specifying the Substitution Shortfall Amount (as         
described below), if any, in connection with such substitution. The Indenture   
Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or
Loans and, within ten Business Days thereafter, shall review such documents as  
specified in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement
and deliver to the Depositor and the Master Servicer, with respect to such      
Qualified Substitute Mortgage Loan or Loans, a certification substantially in   
the form attached as Exhibit C-1 to the Indenture, with any applicable          
exceptions noted thereon. Within one year of the date of substitution, the      
Indenture Trustee shall deliver to the Depositor and the Master Servicer a      
certification substantially in the form of Exhibit C-2 to the Indenture with    
respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable
exceptions noted thereon. Monthly Payments due with respect to Qualified        
Substitute Mortgage Loans in the month of substitution are not part of the Trust
Estate and will be retained by NC Capital. For the month of substitution,       
payments to Noteholders will reflect the Monthly Payment due on such Deleted    
Mortgage Loan on or before the Due Date in the month of substitution, and NC    
Capital shall thereafter be entitled to retain all amounts subsequently received
in respect of such                                                              

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Deleted Mortgage Loan. The Master Servicer shall give or cause to be given      
written notice to the Noteholders that such substitution has taken place, shall 
amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage
Loan from the terms of this Servicing Agreement and the substitution of the     
Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such    
amended Mortgage Loan Schedule to the Indenture Trustee and the Owner Trustee.  
Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall  
constitute part of the Mortgage Pool and shall be subject in all respects to the
terms of this Servicing Agreement and the Mortgage Loan Sale and Contribution   
Agreement, including, all applicable representations and warranties thereof     
included in the Mortgage Loan Sale and Contribution Agreement.                  

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

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 ARTICLE III

Administration and Servicing of Mortgage Loans

Section 3.01. MASTER SERVICER TO ACT AS MASTER SERVICER.      

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

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

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

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

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

      To the extent consistent with the foregoing, the Master Servicer (a)
shall seek to maximize the timely and complete recovery of principal and        
interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to 
waive) a Prepayment Charge only under the following circumstances: (i) such     
waiver is standard and customary in servicing similar Mortgage Loans and (ii)   
either (A) such waiver would, in the reasonable judgement of the Master         
Servicer, maximize recovery of total proceeds taking into account the value of  
such Prepayment Charge and the related Mortgage Loan and, if such waiver is made
in connection with a refinancing of the related Mortgage Loan, such refinancing 
is related to a default or a reasonably foreseeable default or (B) such waiver  
is made in connection with a refinancing of the related Mortgage Loan unrelated 
to a default or a reasonably foreseeable default where (x) the related mortgagor
has stated to the Master Servicer or an applicable Sub-Servicer an intention to 
refinance the related Mortgage Loan and (y) the Master Servicer has concluded in
its reasonable judgement that the waiver of such Prepayment Charge would induce 
such mortgagor to refinance with the Master Servicer or (iii) collection of the 
related Prepayment Charge would violate applicable law. If a Prepayment Charge  
is waived as permitted by meeting both of the standards described in clauses (i)
and (ii)(B) above, then the Master Servicer is required to pay the amount of    
such waived Prepayment Charge, for the benefit of the Holders of the Notes, by  
depositing such amount into the Collection Account together with and at the time
that the amount prepaid on the related Mortgage Loan is required to be deposited
into the Collection Account.                                                    

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       Subject only to the above-described servicing standards and the terms
of this Servicing Agreement and of the respective Mortgage Loans, the Master    
Servicer shall have full power and authority, acting alone or through           
Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem   
necessary or desirable. Without limiting the generality of the foregoing, the   
Master Servicer in its own name or in the name of a Sub-Servicer is hereby      
authorized and empowered by the Indenture Trustee when the Master Servicer      
believes it appropriate in its best judgment in accordance with the servicing   
standards set forth above, to execute and deliver, on behalf of the Trust       
Estate, the Issuer, the Noteholders and the Indenture Trustee or any of them,   
and upon written notice to the Indenture Trustee, any and all instruments of    
satisfaction or cancellation, or of partial or full release or discharge, and   
all other comparable instruments, with respect to the Mortgage Loans and the    
Mortgaged Properties and to institute foreclosure proceedings or obtain a       
deed-in-lieu of foreclosure so as to convert the ownership of such properties,  
and to hold or cause to be held title to such properties, on behalf of the      
Indenture Trustee and Noteholders. The Master 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 Master Servicer shall also comply in the performance of this  
Servicing Agreement with all reasonable rules and requirements of each insurer  
under any standard hazard insurance policy. Subject to Section 3.17, the Issuer 
and the Indenture Trustee shall execute, at the written request of the Master   
Servicer, and furnish to the Master Servicer and any Sub-Servicer any special or
limited powers of attorney and other documents necessary or appropriate to      
enable the Master Servicer or any Sub-Servicer to carry out their servicing and 
administrative duties hereunder and the Issuer and the Indenture Trustee shall  
not be liable for the actions of the Master Servicer or any Sub-Servicers under 
such powers of attorney.                                                        

         Subject to Section 3.09 hereof, in accordance with the standards of the
preceding paragraph, the Master 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 in a manner and at a time that avoids   
the loss of the Mortgaged Property due to a tax sale or the foreclosure as a    
result of a tax lien, which advances shall be Servicing Advances reimbursable in
the first instance from related collections from the Mortgagors pursuant to     
Section 3.09, and further as provided in Section 3.11. Any cost incurred by the 
Master Servicer or by Sub-Servicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of calculating   
payments to Noteholders, be added to the unpaid Stated Principal Balance of the 
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so  
permit.                                                                         

       Notwithstanding anything in this Servicing Agreement to the contrary,
the Master Servicer may not make any future advances with respect to a Mortgage 
Loan (except as provided in Section 4.01) and the Master Servicer shall not     
permit any modification with respect to any Mortgage Loan that would change the 
Mortgage Rate, reduce or increase the principal balance (except for reductions  
resulting from actual payments of principal) or change the final maturity date  
on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in 
default with respect to the Mortgage Loan or such default is, in the judgment of
the Master Servicer, reasonably foreseeable).                                   

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

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

      (a) The Master Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers for the servicing and administration of the Mortgage Loans;       
provided, however, that such agreements would not result in a withdrawal or a   
downgrading by any Rating Agency of the rating on any Class of Notes. The       
Indenture Trustee is hereby authorized to acknowledge, at the request of the    
Master Servicer, any Sub-Servicing Agreement that, based on an Officers'        
Certificate of the Master Servicer delivered to the Indenture Trustee (upon     
which the Indenture Trustee can conclusively rely), meets the requirements      
applicable to Sub-Servicing Agreements set forth in this Servicing Agreement and
that is otherwise permitted under this Servicing Agreement.                     

       Each Sub-Servicer shall be (i) authorized to transact business in the
state or states where the related Mortgaged Properties it is to service are     
situated, if and to the extent required by applicable law to enable the         
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing   
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each 
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming 
to the provisions set forth in Section 3.08 and provide for servicing of the    
Mortgage Loans consistent with the terms of this Servicing Agreement. The Master
Servicer will examine each Sub-Servicing Agreement and will be familiar with the
terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with any of the provisions of this Servicing Agreement. The Master Servicer and 
the Sub-Servicers may enter into and make amendments to the Sub-Servicing       
Agreements or enter into different forms of Sub-Servicing Agreements; provided, 
however, that any such amendments or different forms shall be consistent with   
and not violate the provisions of this Servicing 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 Noteholders
without the consent of the Holders of Notes entitled to at least 66% of the     
Voting Rights; provided, further, that the consent of the Holders of Notes      
entitled to at least 66% of the Voting Rights shall not be required (i) to cure 
any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or
supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any    
other provisions with respect to matters or questions arising under a           
Sub-Servicing Agreement, which, in each case, shall not be inconsistent with the
provisions of this Servicing Agreement. Any variation without the consent of the
Holders of Notes entitled to at least 66% of the Voting Rights from the         
provisions set forth in Section 3.08 relating to insurance or priority          
requirements of Sub-Servicing Accounts, or credits and charges to the           
Sub-Servicing Accounts or the timing and amount of remittances by the           
Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent
with this Servicing Agreement and therefore prohibited. The Master Servicer     
shall deliver to the Indenture Trustee, upon its request, copies of all         
Sub-Servicing Agreements, and any amendments or modifications thereof, promptly 
upon the Master Servicer's execution and delivery of such instruments.          

         (b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Indenture Trustee and the Noteholders, shall enforce the 
obligations of each Sub-Servicer under the related Sub-Servicing Agreement,     
including, without limitation, any obligation of a Sub-Servicer                 

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to make advances in respect of delinquent payments as required by a             
Sub-Servicing Agreement. Such enforcement, including, without limitation, the   
legal prosecution of claims, termination of Sub- Servicing Agreements, and the  
pursuit of other appropriate remedies, shall be in such form and carried out to 
such an extent and at such time as the Master Servicer, in its good faith       
business judgment, would require were it the owner of the related Mortgage      
Loans. The Master Servicer shall pay the costs of enforcing the obligations of a
Sub-Servicer at its own expense, and shall be reimbursed therefor only (i) from 
a general recovery resulting from such enforcement, to the extent, if any, that 
such recovery exceeds all amounts due in respect of the related Mortgage Loans, 
or (ii) from a specific recovery of costs, expenses or attorneys' fees against  
the party against whom such enforcement is directed.                            

Section 3.03. SUCCESSOR SUB-SERVICERS.                        

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

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

Section 3.04. LIABILITY OF THE MASTER SERVICER.               

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

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      Section 3.05. NO CONTRACTUAL RELATIONSHIP BETWEEN SUB-SERVICERS, THE
   INDENTURE TRUSTEE OR THE NOTEHOLDERS.

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

        Section 3.06. ASSUMPTION OR TERMINATION OF SUB-SERVICING AGREEMENTS BY
THE INDENTURE TRUSTEE.            

        In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of the occurrence of a Master Servicer     
Event of Default), the Indenture Trustee, its designee or other successor master
servicer shall thereupon assume all of the rights and obligations of the Master 
Servicer under each Sub-Servicing Agreement that the Master Servicer may have   
entered into, unless the Indenture Trustee, such designee or other successor    
master servicer elects to terminate any Sub-Servicing Agreement in accordance   
with its terms as provided in Section 3.03. Upon such assumption, the Indenture 
Trustee, its designee or the successor master servicer appointed pursuant to    
Section 6.02 shall be deemed, subject to Section 3.03, to have assumed all of   
the Master Servicer's interest therein and to have replaced the Master Servicer 
as a party to each Sub-Servicing Agreement to the same extent as if each        
Sub-Servicing Agreement had been assigned to the assuming party, except that (i)
the Master Servicer shall not thereby be relieved of any liability or           
obligations under any Sub-Servicing Agreement that arose before it ceased to be 
the Master Servicer and (ii) none of the Indenture Trustee, its designee or any 
successor Master Servicer shall be deemed to have assumed any liability or      
obligation of the Master Servicer that arose before it ceased to be the Master  
Servicer.                                                                       

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

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

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Section 3.07. COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS.   

  The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and   
shall, to the extent such procedures shall be consistent with this Servicing    
Agreement and the terms and provisions of any applicable insurance policies,    
follow such collection procedures as it would follow with respect to mortgage   
loans comparable to the Mortgage Loans and held for its own account. Consistent 
with the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, any penalty interest, or (ii) extend the due  
dates for the Monthly Payments due on a Mortgage Note for a period of not       
greater than 180 days; provided, however, that any extension pursuant to clause 
(ii) above shall not affect the amortization schedule of any Mortgage Loan for  
purposes of any computation hereunder, except as provided below. In the event of
any such arrangement pursuant to clause (ii) above, the Master 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 arrangement. Notwithstanding
the foregoing, in the event that any Mortgage Loan is in default or, in the     
judgment of the Master Servicer, such default is reasonably foreseeable, the    
Master Servicer, consistent with the standards set forth in Section 3.01, may   
also waive, modify or vary any term of such Mortgage Loan (including            
modifications that would change the Mortgage Rate, forgive the payment of       
principal or interest or extend the final maturity date of such Mortgage Loan), 
accept payment from the related Mortgagor of an amount less than the Stated     
Principal Balance in final satisfaction of such Mortgage Loan (such payment, a  
"Short Pay-off"), or consent to the postponement of strict compliance with any  
such term or otherwise grant indulgence to any Mortgagor.                       

Section 3.08. SUB-SERVICING ACCOUNTS.                         

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

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

  The Master Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (the "Servicing Accounts"),    
into which all collections from the Mortgagors                                  

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(or related advances from Sub-Servicers) for the payment of taxes, assessments, 
hazard insurance premiums and comparable items for the account of the Mortgagors
("Escrow Payments") shall be deposited and retained. Servicing Accounts shall be
Eligible Accounts. The Master Servicer shall deposit in the clearing account in 
which it customarily deposits payments and collections on mortgage loans in     
connection with its mortgage loan servicing activities on a daily basis, and in 
no event more than one Business Day after the Master Servicer's receipt thereof,
all Escrow Payments collected on account of the Mortgage Loans and shall        
thereafter deposit such Escrow Payments in the Servicing Accounts, in no event  
more than two Business Days after the receipt of such Escrow Payments, all      
Escrow Payments collected on account of the Mortgage Loans for the purpose of   
effecting the timely payment of any such items as required under the terms of   
this Servicing Agreement. Withdrawals of amounts from a Servicing Account may be
made only to (i) effect payment of taxes, assessments, hazard insurance         
premiums, and comparable items in a manner and at a time that assures that the  
lien priority of the Mortgage is not jeopardized (or, with respect to the       
payment of taxes, in a manner and at a time that avoids the loss of the         
Mortgaged Property due to a tax sale or the foreclosure as a result of a tax    
lien); (ii) reimburse the Master Servicer (or a Sub- Servicer to the extent     
provided in the related Sub-Servicing Agreement) out of related collections for 
any advances made pursuant to Section 3.01 (with respect to taxes and           
assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund  
to Mortgagors any sums as may be determined to be overages; (iv) pay interest,  
if required and as described below, to Mortgagors on balances in the Servicing  
Account; or (v) clear and terminate the Servicing Account at the termination of 
the Master Servicer's obligations and responsibilities in respect of the        
Mortgage Loans under this Servicing Agreement in accordance with Section 7.08.  
As part of its servicing duties, the Master Servicer or Sub-Servicers shall pay 
to the Mortgagors interest on funds in the Servicing Accounts, to the extent    
required by law and, to the extent that interest earned on funds in the         
Servicing Accounts is insufficient, to pay such interest from its or their own  
funds, without any reimbursement therefor.                                      

Section 3.10. COLLECTION ACCOUNT AND PAYMENT ACCOUNT.         

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

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

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

                (iii) all Insurance Proceeds and Liquidation Proceeds (other
       than proceeds collected in respect of any particular REO Property and
         amounts paid in connection with the redemption of the Notes pursuant to
Section 8.07 of the Indenture);                               

                 (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 Master
         Servicer pursuant to the second paragraph of Section 3.14(a) in respect
of any blanket policy deductibles;                            

         (vi) all proceeds of any Mortgage Loan repurchased or
        purchased in accordance with Section 3.1 of the Mortgage Loan Sale and
Contribution Agreement or Section 3.16;                       

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

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

        The foregoing requirements for deposit in the Collection Account shall
be exclusive, it being understood and agreed that, without limiting the         
generality of the foregoing, payments in the nature of late payment charges,    
modification or assumption fees, or insufficient funds charges need not be      
deposited by the Master Servicer in the Collection Account and may be retained  
by the Master Servicer as additional compensation. In the event the Master      
Servicer shall deposit in the Collection Account any amount not required to be  
deposited therein, it may at any time withdraw such amount from the Collection  
Account, any provision herein to the contrary notwithstanding.                  

         (b) On behalf of the Trust Estate, the Master Servicer shall deliver to
the Indenture Trustee in immediately available funds for deposit in the Payment 
Account by 1:00 p.m. New York time (i) on the Master Servicer Remittance Date,  
that portion of the Available Payment Amount (calculated without regard to the  
references in clause (2) of the definition thereof to amounts that may be       
withdrawn from the Payment Account) for the related Payment Date then on deposit
in the Collection Account and the amount of all Prepayment Charges collected by 
the Master Servicer in connection with the Principal Prepayment of any of the   
Mortgage Loans then on deposit in the Collection Account and the amount of any  
funds reimbursable to an Advancing Person pursuant to Section 3.26 and (ii) on  
each Business Day as of the commencement of which the balance on deposit in the 
Collection Account exceeds $75,000 following any withdrawals pursuant to the    
next succeeding sentence, the amount of such excess, but only if the Collection 
Account constitutes an Eligible Account solely pursuant to clause (ii) of the   
definition of "Eligible Account." If the balance on deposit in the Collection   
Account exceeds $75,000 as of the commencement of business on any Business Day  
and the Collection Account constitutes an Eligible Account solely pursuant to   
clause (ii) of the definition of "Eligible Account," the Master Servicer shall, 
by 1:00 p.m. New York time                                                      

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on such Business Day, withdraw from the Collection Account any and all amounts  
payable or reimbursable to the Depositor, the Master Servicer, the Owner        
Trustee, the Indenture Trustee, the Originator, the Seller or any Sub-Servicer  
pursuant to Section 3.11 and shall pay such amounts to the Persons entitled     
thereto.                                                                        

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

       (d) Funds held in the Collection Account at any time may be delivered
by the Master Servicer to the Indenture Trustee for deposit in an account (which
may be the Payment Account and must satisfy the standards for the Payment       
Account as set forth in the definition thereof) and for all purposes of this    
Servicing Agreement shall be deemed to be a part of the Collection Account (and 
in such event, the Master Servicer shall provide the Indenture Trustee with     
written instructions regarding the investment of such funds); provided, however,
that the Indenture Trustee shall have the sole authority to withdraw any funds  
held pursuant to this subsection (d). In the event the Master Servicer shall    
deliver to the Indenture Trustee for deposit in the Payment Account any amount  
not required to be deposited therein, it may at any time request in writing that
the Indenture Trustee withdraw such amount from the Payment Account and remit to
it any such amount, any provision herein to the contrary notwithstanding. In    
addition, the Master Servicer shall deliver to the Indenture Trustee from time  
to time for deposit, and the Indenture Trustee shall so deposit, in the Payment 
Account:                                                                        

               (i) any P&I Advances, as required pursuant to Section 4.01;

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

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

     (e) The Master Servicer shall deposit in the Collection Account any
amounts required to be deposited pursuant to Section 3.12(b) in connection with 
losses realized on Permitted Investments with respect to funds held in the      
Collection Account (and the Payment Account to the extent that funds therein are
deemed to be part of the Collection Account).                                   

   Section 3.11. WITHDRAWALS FROM THE COLLECTION ACCOUNT AND PAYMENT
ACCOUNT.                          

         (a) The Master 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:                                                                   

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

            (ii) subject to Section 3.16(d), to reimburse the Master
       Servicer for P&I Advances, but only to the extent of amounts received
         which represent Late Collections (net of the related Servicing Fees) of
   Monthly Payments on Mortgage Loans with respect to which such P&I
       Advances were made in accordance with the provisions of Section 4.01;

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

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

         (v) to pay to the Master Servicer, the Depositor, the
    Originator or the Seller, as the case may be, with respect to each
       Mortgage Loan that has previously been purchased or replaced pursuant
        to Section 3.1 of the Mortgage loan Sale and Contribution Agreement or
        Section 3.16(c) all amounts received thereon subsequent to the date of
purchase or substitution, as the case may be;                 

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

               (vii) to reimburse the Master Servicer or the Depositor for
    expenses incurred by or reimbursable to the Master Servicer or the
        Depositor, as the case may be, pursuant to Section 3.02(b) and Section
5.03;                                                         

                (viii) to reimburse the Master Servicer or Indenture Trustee
   for expenses reasonably incurred in connection with any breach or
        defect giving rise to the purchase obligation under Section 3.1 of the
        Mortgage Loan Sale and Contribution Agreement and Section 2.03 hereof,
       including any expenses arising out of the enforcement of the purchase
obligation;                                                   

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

                 (x) to clear and terminate the Collection Account pursuant to
Section 7.08.                                                 

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       The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any         
withdrawal from the Collection Account, to the extent held by or on behalf of   
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. 
The Master Servicer shall provide written notification to the Indenture Trustee,
on or prior to the next succeeding Master Servicer Remittance Date, upon making 
any withdrawals from the Collection Account pursuant to subclauses (vi) and     
(vii) above; provided that an Officers' Certificate in the form described under 
Section 4.01(d) shall suffice for such written notification to the Indenture    
Trustee in respect of clause (vi) hereof.                                       

      (b) The Indenture Trustee shall, from time to time, make withdrawals
from the Payment Account, for any of the following purposes, without priority:  

                  (i) to make payments to Noteholders in accordance with Section
4.01;                                                         

                  (ii) to pay and reimburse itself and the Owner Trustee amounts
       to which it or the Owner Trustee is entitled pursuant to Section 6.07
of the Indenture;                                             

       (iii) to reimburse itself pursuant to Section 6.02;

             (iv) to pay to an Advancing Person reimbursements for P&I
  Advances and/or Servicing Advances pursuant to Section 3.26; and

               (vi) to clear and terminate the Payment Account pursuant to
Section 4.10 of the Indenture.                                

     Section 3.12. INVESTMENT OF FUNDS IN THE COLLECTION ACCOUNT AND THE
PAYMENT ACCOUNT.                  

                 (a) The Master Servicer may direct any depository institution
maintaining the Collection Account or any REO Account (for purposes of this     
Section 3.12, an "Investment Account") to invest the funds in such Investment   
Account in one or more Permitted Investments bearing interest or sold at a      
discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the date on which such funds are required to be       
withdrawn from such account pursuant to this Servicing Agreement, if a Person   
other than the Indenture Trustee is the obligor thereon, and (ii) no later than 
the date on which such funds are required to be withdrawn from such account     
pursuant to this Servicing Agreement, if the Indenture Trustee is the obligor   
thereon. Amounts in the Payment Account shall be held uninvested unless directed
otherwise pursuant to Section 3.10(d) of the Servicing Agreement. 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   
Indenture Trustee for the benefit of the Noteholders. The Indenture Trustee     
shall be entitled to sole possession (except with respect to investment         
direction of funds held in the Collection Account and any income and gain       
realized thereon) over each such investment, and any certificate or other       
instrument evidencing any such investment shall be delivered directly to the    
Indenture Trustee or its agent, together with any document of transfer necessary
to transfer title to such investment to the Indenture Trustee or its nominee. In
the event amounts on deposit in an Investment Account are at any time invested  
in a Permitted Investment payable on demand, the party with investment          
discretion over such Investment Account shall:                                  

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

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

         (b) All income and gain realized from the investment of funds deposited
in the Collection Account and Payment Account, soley to the extent that the     
Master Servicer gives the Indenture Trustee investment directions with respect  
to the funds in the Payment Account pursuant to Section 3.10(d), and any REO    
Account held by or on behalf of the Master Servicer, shall be for the benefit of
the Master Servicer and shall be subject to its withdrawal in accordance with   
Section 3.11 or Section 3.23, as applicable. The Master Servicer shall deposit  
in the Collection Account or any REO Account, as applicable, the amount of any  
loss of principal incurred in respect of any such Permitted Investment made with
funds in such accounts immediately upon realization of such loss.               

         (c) Except as otherwise expressly provided in this Servicing Agreement,
if any default occurs in the making of a payment due under any Permitted        
Investment, or if a default occurs in any other performance required under any  
Permitted Investment (of which a Responsible Officer of the Indenture Trustee   
obtains actual knowledge), the Indenture Trustee may and, subject to Section    
6.01 of the Indenture, upon the request of the Holders of Notes representing    
more than 50% of the Voting Rights allocated to any Class of Notes, shall take  
such action as may be appropriate to enforce such payment or performance,       
including the institution and prosecution of appropriate proceedings.           

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

Section 3.13. [RESERVED].                                     

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

        (a) The Master Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage on the related Mortgaged Property in 
an amount which is at least equal to the lesser of the current principal balance
of such Mortgage Loan and the amount necessary to fully compensate for any      
damage or loss to the improvements that are a part of such property on a        
replacement cost basis, in each case in an amount not less than such amount as  
is necessary to avoid the application of any coinsurance clause contained in the
related hazard insurance policy. The Master Servicer shall also cause to be     
maintained fire insurance with extended coverage on each                        

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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 Master Servicer will comply in the performance  
of this Servicing Agreement with all reasonable rules and requirements of each  
insurer under any such hazard policies. Any amounts to be collected by the      
Master Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or amounts
to be released to the Mortgagor in accordance with the procedures that the      
Master Servicer would follow in servicing loans held for its own account,       
subject to the terms and conditions of the related Mortgage and Mortgage Note)  
shall be deposited in the Collection Account, subject to withdrawal pursuant to 
Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account, 
subject to withdrawal pursuant to Section 3.23, if received in respect of an REO
Property. Any cost incurred by the Master Servicer in maintaining any such      
insurance shall not, for the purpose of calculating payments to Noteholders, be 
added to the unpaid Stated 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 Master   
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 Master Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of A:X or better  
in Best's Key Rating Guide (or such other rating that is comparable to such     
rating) insuring against hazard losses on all of the Mortgage Loans, it shall   
conclusively be deemed to have satisfied its obligations as set forth in the    
first two sentences of this Section 3.14, it being understood and agreed that   
such policy may contain a deductible clause, in which case the Master Servicer  
shall, in the event that there shall not have been maintained on the related    
Mortgaged Property or REO Property a policy complying with the first two        
sentences of this Section 3.14, and there shall have been one or more losses    
which would have been covered by such policy, deposit to the Collection Account 
from its own funds the amount not otherwise payable under the blanket policy    
because of such deductible clause. In connection with its activities as         
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to 
prepare and present, on behalf of itself, the Indenture Trustee and Noteholders,
claims under any such blanket policy in a timely fashion in accordance with the 
terms of such policy.                                                           

     (b) The Master Servicer shall keep in force during the term of this
Servicing Agreement a policy or policies of insurance covering errors and       
omissions for failure in the performance of the Master Servicer's obligations   
under this Servicing 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 Master Servicer has        
obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The      
Master Servicer shall also maintain a fidelity                                  

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bond in the form and amount that would meet the requirements of Fannie Mae or   
Freddie Mac, unless the Master Servicer has obtained a waiver of such           
requirements from Fannie Mae or Freddie Mac. The Master Servicer shall be deemed
to have complied with this provision if an Affiliate of the Master 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 Master 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 Indenture Trustee. The Master Servicer shall also cause each Sub-Servicer to
maintain a policy of insurance covering errors and omissions and a fidelity bond
which would meet such requirements.                                             

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

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

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        Notwithstanding the foregoing paragraph or any other provision of this
Servicing Agreement, the Master 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 Master Servicer may be restricted by  
law from preventing, for any reason whatever. For purposes of this Section 3.15,
the term "assumption" is deemed to also include a sale (of the Mortgaged        
Property) subject to the Mortgage that is not accompanied by an assumption or   
substitution of liability agreement.                                            

Section 3.16. REALIZATION UPON DEFAULTED MORTGAGE LOANS.      

        (a) The Master Servicer shall exercise its discretion, consistent with
customary servicing procedures and the terms of this Servicing Agreement, with  
respect to the enforcement and servicing of defaulted Mortgage Loans in such    
manner as will maximize the receipt of principal and interest with respect      
thereto, including but not limited to the sale of such Mortgage Loan to a third 
party, the modification of such Mortgage Loan, or foreclosure upon the related  
Mortgaged Property and disposition thereof.                                     

         In furtherance of the foregoing, the Master Servicer shall use its best
efforts, consistent with Accepted Servicing Practices, to foreclose upon or     
otherwise comparably convert the ownership of properties securing such of the   
Mortgage Loans as come into and continue in default and as to which no          
satisfactory arrangements can be made for collection of delinquent payments     
pursuant to Section 3.07. The Master Servicer shall be responsible for all costs
and expenses incurred by it in any such proceedings; provided, however, that    
such costs and expenses will be recoverable as Servicing Advances by the Master 
Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is     
subject to the provision that, in any case in which Mortgaged Property shall    
have suffered damage from an Uninsured Cause, the Master Servicer shall not be  
required to expend its own funds toward the restoration of such property unless 
it shall determine in its discretion that such restoration will increase the    
proceeds of liquidation of the related Mortgage Loan after reimbursement to     
itself for such expenses.                                                       

      (b) Notwithstanding the foregoing provisions of this Section 3.16 or
any other provision of this Servicing Agreement, with respect to any Mortgage   
Loan as to which the Master Servicer has received actual notice of, or has      
actual knowledge of, the presence of any toxic or hazardous substance on the    
related Mortgaged Property, the Master Servicer shall not, on behalf of the     
Issuer either (i) obtain title to such Mortgaged Property as a result of or in  
lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or   
take any other action with respect to, such Mortgaged Property, if, as a result 
of any such action, the Indenture Trustee, the Trust Estate or the Noteholders  
would be considered to hold title to, to be a "mortgagee-in-possession" of, or  
to be an "owner" or "operator" of such Mortgaged Property within the meaning of 
the Comprehensive Environmental Response, Compensation and Liability Act of     
1980, as amended from time to time, or any comparable law, unless the Master    
Servicer has also previously determined, based on its reasonable judgment and a 
report prepared by an Independent Person who regularly conducts environmental   
audits using customary industry standards, that:                                

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

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

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

      If the Master Servicer determines, as described above, that it is in
the best economic interest of the Trust Estate to take such actions as are      
necessary to bring any such Mortgaged Property into compliance with applicable  
environmental laws, or to take such action with respect to the containment,     
clean-up or remediation of hazardous substances, hazardous materials, hazardous 
wastes or petroleum-based materials affecting any such Mortgaged Property, then 
the Master Servicer shall take such action as it deems to be in the best        
economic interest of the Trust Estate; provided that any amounts disbursed by   
the Master Servicer pursuant to this Section 3.16(b) shall constitute Servicing 
Advances, subject to Section 4.01(d). The cost of any such compliance,          
containment, cleanup or remediation shall be advanced by the Master Servicer,   
subject to the Master Servicer's right to be reimbursed therefor from the       
Collection Account as provided in Section 3.11(a)(iii) and (a)(ix), such right  
of reimbursement being prior to the rights of Noteholders to receive any amount 
in the Collection Account received in respect of the affected Mortgage Loan or  
other Mortgage Loans.                                                           

     (c) The Master Servicer may at its option, on behalf of the Issuer,
purchase from the Issuer any Mortgage Loan or related REO Property that is 90   
days or more delinquent, which the Master Servicer determines in good faith will
otherwise become subject to foreclosure proceedings (evidence of such           
determination to be delivered in writing to the Indenture Trustee, in form and  
substance satisfactory to the Indenture Trustee prior to purchase), at a price  
equal to the Purchase Price; provided, however, that the Master Servicer shall  
purchase any such Mortgage Loans or related REO Properties on the basis of      
delinquency, purchasing the most delinquent Mortgage Loans or related REO       
Properties first. The Purchase Price for any Mortgage Loan or related REO       
Property purchased hereunder shall be deposited in the Collection Account, and  
the Indenture Trustee, upon receipt of written certification from the Master    
Servicer of such deposit, shall release or cause to be released to the Master   
Servicer the related Mortgage File and the Indenture Trustee shall execute and  
deliver such instruments of transfer or assignment, in each case without        
recourse, as the Master Servicer shall furnish and as shall be necessary to vest
in the Master Servicer title to any Mortgage Loan or related REO Property       
released pursuant hereto.                                                       

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

         (e) Furthermore, the Holder of the Certificates will have the option to
purchase, at any one time, 1.0% (and in any case, at least 5 Mortgage Loans) of 
the Mortgage Loans, by aggregate Stated Principal Balance of the Mortgage Loans 
as of such date, at a purchase price equal to the greater of (A) the aggregate  
Purchase Price of such Mortgage Loans and (B) the aggregate fair market value of
such Mortgage Loans. The Mortgage Loans that may be purchased by the Holder of  
the Trust Certificates pursuant to this paragraph will be selected by the Master
Servicer in its sole discretion. If at any time the Holder of the Certificates  
exercises such option, it shall immediately notify or cause to be notified the  
Indenture Trustee by a certification in the form of Exhibit B (which            
certification shall include a statement to the effect that all amounts required 
to be deposited in the Collection Account pursuant to Section 3.10 have been or 
will be so deposited) of a Servicing Officer and shall request delivery to it of
the Mortgage File. Upon receipt of such certification and request, the Indenture
Trustee shall promptly release the related Mortgage Files to the Holder of the  
Trust Certificates.                                                             

Section 3.17. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

      (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in 
a manner customary for such purposes, the Master Servicer will immediately      
notify or cause to be notified the Indenture Trustee by a certification in the  
form of Exhibit B (which certification shall include a statement to the effect  
that all amounts received or to be received in connection with such payment     
which are required to be deposited in the Collection Account pursuant to Section
3.10 have been or will be so deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. Upon receipt of such certification and     
request, the Indenture Trustee shall promptly release the related Mortgage File 
to the Master Servicer at no cost to the Indenture Trustee or the Trust Estate. 
No expenses incurred in connection with any instrument of satisfaction or deed  
of reconveyance shall be chargeable to the Collection Account or the Payment    
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 Indenture Trustee      
shall, upon any request made by or on behalf of the Master Servicer and delivery
to the Indenture Trustee of a Request for Release in the form of Exhibit B,     
release the                                                                     

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related Mortgage File to the Master Servicer, and the Indenture Trustee shall,  
at the direction of the Master Servicer, execute such documents as shall be     
necessary to the prosecution of any such proceedings. Such Request for Release  
shall obligate the Master Servicer to return each and every document previously 
requested from the Mortgage File to the Indenture Trustee when the need therefor
by the Master 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 Master Servicer has delivered, or caused to be          
delivered, to the Indenture Trustee an additional Request for Release certifying
as to such liquidation or action or proceedings. Upon the request of the        
Indenture Trustee, the Master Servicer shall provide notice to the Indenture    
Trustee of the name and address of the Person to which such Mortgage File or    
such document was delivered and the purpose or purposes of such delivery. Upon  
receipt of a certificate of a Servicing Officer stating that such Mortgage Loan 
was liquidated and that all amounts received or to be received in connection    
with such liquidation that are required to be deposited into the Collection     
Account have been so deposited, or that such Mortgage Loan has become an REO    
Property, any outstanding Requests for Release with respect to such Mortgage    
Loan shall be released by the Indenture Trustee to the Master Servicer or its   
designee.                                                                       

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

Section 3.18. SERVICING COMPENSATION.                         

      As compensation for the activities of the Master Servicer hereunder,
the Master Servicer shall be entitled to the Servicing Fee with respect to each 
Mortgage Loan payable solely from payments of interest in respect of such       
Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer shall  
be entitled to recover unpaid Servicing Fees out of Insurance Proceeds or       
Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii) and out of 
amounts derived from the operation and sale of an REO Property to the extent    
permitted by Section 3.23. Except as provided in Sections 3.26, the right to    
receive the Servicing Fee may not be transferred in whole or in part except in  
connection with the transfer of all of the Master Servicer's responsibilities   
and obligations under this Servicing Agreement; provided, however, that the     
Master Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
pursuant to a Sub-Servicing Agreement entered into under Section 3.02.          

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Additional servicing compensation in the form of assumption or
modification fees, late payment charges, insufficient funds charges or otherwise
(subject to Section 3.24 and other than Prepayment Charges) shall be retained by
the Master Servicer only to the extent such fees or charges are received by the 
Master Servicer. The Master Servicer shall also be entitled pursuant to Section 
3.11(a)(iv) to withdraw from the Collection Account and pursuant to Section     
3.23(b) to withdraw from any REO Account, as additional servicing compensation, 
interest or other income earned on deposits therein, subject to Section 3.12 and
Section 3.24. The Master Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder (including premiums 
for the insurance required by Section 3.14, to the extent such premiums are not 
paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of  
each Sub-Servicer, and to the extent provided herein in Section 8.05, the       
expenses of the Indenture Trustee) and shall not be entitled to reimbursement   
therefor except as specifically provided herein.                                

       Section 3.19. REPORTS TO THE INDENTURE TRUSTEE AND OTHERS; COLLECTION
ACCOUNT STATEMENTS.               

         Not later than twenty days after each Payment Date, the Master Servicer
shall forward to the Indenture Trustee (upon the Indenture Trustee's request)   
and the Depositor the most current available bank statement for the Collection  
Account. Copies of such statement shall be provided by the Indenture Trustee to 
any Noteholder and to any Person identified to the Indenture Trustee as a       
prospective transferee of a Note, upon request at the expense of the requesting 
party, provided such statement is delivered by the Master Servicer to the       
Indenture Trustee.                                                              

         In addition, on each Payment Date, the Master Servicer shall forward to
the Rating Agencies and the Indenture Trustee a report setting forth the        
percentage of Mortgage Loans that are 30 or more days delinquent, in            
foreclosure, have been converted to REO Properties or have been discharged by   
reason of bankruptcy.                                                           

Section 3.20. STATEMENT AS TO COMPLIANCE.                     

         Not later than March 15th of each calendar year commencing in 2004, the
Master Servicer will deliver to the Indenture Trustee and the Depositor an      
Officers' Certificate (upon which the Indenture Trustee can conclusively rely in
connection with its obligations under Section 7.05 of the Indenture)            
substantially in the form of Exhibit D attached hereto stating, as to each      
signatory thereof, that (i) a review of the activities of the Master Servicer   
during the preceding calendar year and of performance under this Servicing      
Agreement has been made under such officer's supervision and (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer has         
fulfilled all of its obligations under this Servicing Agreement throughout such 
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status    
thereof. Copies of any such statement shall be provided by the Indenture Trustee
to any Noteholder and to any Person identified to the Indenture Trustee as a    
prospective transferee of a Note, upon request at the expense of the requesting 
party, provided such statement is delivered by the Master Servicer to the       
Indenture Trustee.                                                              

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 Section 3.21. INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.

         Not later than March 15th of each calendar year commencing in 2004, the
Master Servicer, at its expense, shall cause a nationally recognized firm of    
independent certified public accountants to furnish to the Master Servicer a    
report stating that (i) it has obtained a letter of representation regarding    
certain matters from the management of the Master Servicer which includes an    
assertion that the Master 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 Sub-  
Servicers, upon comparable reports of firms of independent certified public     
accountants rendered on the basis of examinations conducted in accordance with  
the same standards (rendered within one year of such report) with respect to    
those Sub-Servicers. Immediately upon receipt of such report, the Master        
Servicer shall, at its own expense, furnish a copy of such report to the        
Indenture Trustee and each Rating Agency. Copies of such statement shall be     
provided by the Indenture Trustee to any Noteholder upon request, provided that 
such statement is delivered by the Master Servicer to the Indenture Trustee.    

Section 3.22. ACCESS TO CERTAIN DOCUMENTATION.                

        The Master Servicer shall provide to the Office of Thrift Supervision,
the FDIC, and any other federal or state banking or insurance regulatory        
authority that may exercise authority over any Noteholder or Note Owner, access 
to the documentation in the Master Servicer's possession regarding the Mortgage 
Loans required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business     
hours at the offices of the Master Servicer designated by it. In addition,      
access to the documentation in the Master Servicer's possession regarding the   
Mortgage Loans will be provided to any Noteholder or Note Owner, the Indenture  
Trustee, the Owner Trustee and to any Person identified to the Master Servicer  
as a prospective transferee of a Note; provided, however, that providing access 
to such Person will not violate any applicable laws, upon reasonable request    
during normal business hours at the offices of the Master Servicer designated by
it at the expense of the Person requesting such access.                         

  Section 3.23. TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.

        (a) The deed or certificate of sale of any REO Property shall be taken
in the name of the Indenture Trustee, or its nominee, in trust for the benefit  
of the Noteholders.                                                             

      (b) The Master Servicer shall segregate and hold all funds collected
and received in connection with the operation of any REO Property separate and  
apart from its own funds and general assets and shall establish and maintain, or
cause to be established and maintained, with respect to REO Properties, an      
account held in trust for the Indenture Trustee for the benefit of the          
Noteholders (the "REO Account"), which shall be an Eligible Account. The Master 
Servicer shall                                                                  

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be permitted to allow the Collection Account to serve as the REO Account,       
subject to separate ledgers for each REO Property. The Master Servicer shall be 
entitled to retain or withdraw any interest income paid on funds deposited in   
the REO Account.                                                                

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

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

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

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

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

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

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

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

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

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

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

         (d) In addition to the withdrawals permitted under Section 3.23(c), the
Master Servicer may from time to time make withdrawals from the REO Account for 
any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect of the related Mortgage Loan; and (ii) to reimburse itself or any       
Sub-Servicer for unreimbursed Servicing Advances and P&I Advances made in       
respect of such REO Property or the related Mortgage Loan. On the Master        
Servicer Remittance Date, the Master Servicer shall withdraw from each REO      
Account maintained by it and deposit into the Payment Account in accordance with
Section 3.10(d)(ii), for payment on the related Payment Date in accordance with 
Section 3.05 of the Indenture, the income from the related REO Property received
during the prior calendar month, net of any withdrawals made pursuant to Section
3.23(c) or this Section 3.23(d).                                                

        (e) Subject to the time constraints set forth in Section 3.23(a), each
REO Disposition shall be carried out by the Master Servicer at such price and   
upon such terms and conditions as the Master Servicer shall deem necessary or   
advisable, as shall be normal and usual in its Accepted Servicing Practices.    

       (f) The proceeds from the REO Disposition, net of any amount required
by law to be remitted to the Mortgagor under the related Mortgage Loan and net  
of any payment or reimbursement to the Master Servicer or any Sub-Servicer as   
provided above, shall be deposited in the Payment Account in accordance with    
Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month         
following the receipt thereof for payment on the related Payment Date in        
accordance with Section 3.05 of the Indenture. Any REO Disposition shall be for 
cash only.                                                                      

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

        The Master Servicer shall deliver to the Indenture Trustee for deposit
into the Payment Account by 1:00 p.m. New York time on the Master Servicer      
Remittance Date from its own funds an amount equal to the lesser of (i) the     
aggregate of the Prepayment Interest Shortfalls for the related Payment Date    
resulting from full or partial Principal Prepayments during the related         
Prepayment Period and (ii) the aggregate Servicing Fee for the related          
Prepayment Period. Any amounts paid by the Master Servicer pursuant to this     
Section 3.24 shall not be reimbursed by the Trust Estate.                       

         Section 3.25. OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF MORTGAGE
RATES AND MONTHLY PAYMENTS.       

      In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to  
Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by 
the Master Servicer in a manner not consistent with the terms of the related    
Mortgage Note and this Servicing Agreement, the Master Servicer, upon discovery 
or receipt of notice thereof, immediately shall deliver to the Indenture Trustee
for deposit in the Payment Account from its own funds the amount of any such    
shortfall and shall indemnify and hold harmless the Trust Estate, the Indenture 
Trustee, the Depositor and any successor master servicer in respect of any such 
liability. Such indemnities shall survive the termination or discharge of this  
Servicing Agreement. Notwithstanding the foregoing, this Section 3.25 shall not 
limit the ability of the Master Servicer to seek recovery of any such amounts   
from the related Mortgagor under the terms of the related Mortgage Note, as     
permitted by law.                                                               

Section 3.26. ADVANCE FACILITY.                               

      (a) Either (i) the Master Servicer or (ii) the Indenture Trustee, on
behalf of the Trust Estate, with the consent of the Master Servicer, is hereby  
authorized to enter into a facility with any Person which provides that such    
Person (an "Advancing Person") may fund P&I Advances and/or Servicing Advances  
to the Trust Estate under this Servicing Agreement, although no such facility   
shall reduce or otherwise affect the Master Servicer's obligation to fund such  
P&I Advances and/or Servicing Advances. If the Master Servicer enters into such 
an Advance Facility pursuant to this Section 3.26, upon reasonable request of   
the Advancing Person, the Indenture Trustee shall execute a letter of           
acknowledgment, confirming its receipt of notice of the existence of such       
Advance Facility. If the Indenture Trustee enters into such an Advance Facility 
pursuant to this Section 3.26, the Master Servicer shall also be a party to such
Advance Facility. To the extent that an Advancing Person funds any P&I Advance  
or any Servicing Advance and the Master Servicer provides the Indenture Trustee 
with an Officers' Certificate that such Advancing Person is entitled to         
reimbursement, such Advancing Person shall be entitled to receive reimbursement 
pursuant to this Servicing Agreement for such amount to the extent provided in  
Section 3.26(b). Such Officers' Certificate must specify the amount of the      
reimbursement, the Section of this Servicing Agreement that permits the         
applicable P&I Advance or Servicing Advance to be reimbursed and the section(s) 
of the Advance Facility that entitle the Advancing Person to request            
reimbursement from the Indenture Trustee, rather than the Master Servicer or    
proof of an Event of Default under the Advance Facility. The Indenture Trustee  
shall have no duty or liability with respect to any calculation of any          

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reimbursement to be paid to an Advancing Person and shall be entitled to rely   
without independent investigation on the Advancing Person's notice provided     
pursuant to this Section 3.26. An Advancing Person whose obligations hereunder  
are limited to the funding of P&I Advances and/or Servicing Advances shall not  
be required to meet the qualifications of the Master Servicer or a Sub- Servicer
pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer     
under this Servicing Agreement.                                                 

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

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

     (d) Any amendment to this Section 3.26 or to any other provision of
this Servicing Agreement that may be necessary or appropriate to effect the     
terms of an Advance Facility as described generally in this Section 3.26,       
including amendments to add provisions relating to a successor Master Servicer, 
may be entered into by the Indenture Trustee and the Master Servicer without the
consent of any Noteholder, notwithstanding anything to the contrary in this     
Servicing Agreement.                                                            

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ARTICLE IV

 Servicing Certificate

       Section 4.01 REMITTANCE REPORTS AND P&I ADVANCES. (a) On the Business
Day following each Determination Date, the Master Servicer shall deliver to the 
Indenture Trustee by telecopy (or by such other means as the Master Servicer or 
the Indenture Trustee, as the case may be, may agree from time to time) a       
Remittance Report with respect to the related Payment Date. On the same date,   
the Master Servicer shall electronically transmit (in a format acceptable to the
Indenture Trustee), a data file containing the information set forth in such    
Remittance Report with respect to the related Payment Date or if electronic     
transmission is not available, the Master Servicer shall forward to the         
Indenture Trustee by overnight mail a computer readable magnetic tape. Such     
Remittance Report will include (i) the amount of P&I Advances to be made by the 
Master Servicer in respect of the related Payment Date, the aggregate amount of 
P&I Advances outstanding after giving effect to such P&I Advances, and the      
aggregate amount of Nonrecoverable P&I Advances in respect of such Payment Date 
and (ii) such other information with respect to the Mortgage Loans as the       
Indenture Trustee may reasonably require to perform the calculations necessary  
to make the payments contemplated by Section 3.05 of the Indenture and to       
prepare the statements to Noteholders contemplated by Section 3.26 of the       
Indenture. The Indenture Trustee shall not be responsible to recompute,         
recalculate or verify any information provided to it by the Master Servicer.    

      (b) The amount of P&I Advances to be made by the Master Servicer for
any Payment Date shall equal, subject to Section 4.01(d), the sum of, (i) the   
aggregate amount of Monthly Payments (with each interest portion thereof net of 
the related Servicing Fee), due on the related Due Date in respect of the       
Mortgage Loans, which Monthly Payments were delinquent as of the close of       
business on the related Determination Date and (ii) with respect to each REO    
Property, which REO Property was acquired during or prior to the related        
Prepayment Period and as to which REO Property an REO Disposition did not occur 
during the related Prepayment Period, an amount equal to the excess, if any, of 
the REO Imputed Interest on such REO Property for the most recently ended       
calendar month, over the net income from such REO Property transferred to the   
Payment Account pursuant to Section 3.23 for payment on such Payment Date;      
provided, however, that the Master Servicer shall not be required to make P&I   
Advances with respect to Relief Act Interest Shortfalls or Prepayment Interest  
Shortfalls in excess of their respective obligations under Section 3.24.        

        By 1:00 p.m. New York time on the Master Servicer Remittance Date, the
Master Servicer shall remit in immediately available funds to the Indenture     
Trustee for deposit in the Payment Account an amount equal to the aggregate     
amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and 
REO Properties for the related Payment Date either (i) from its own funds or    
(ii) from the Collection Account, to the extent of funds held therein for future
payment (in which case it will cause to be made an appropriate entry in the     
records of the Collection Account that amounts held for future payment have     
been, as permitted by this Section 4.01, used by the Master 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     
Master Servicer with respect to the Mortgage Loans and REO Properties. Any      
amounts held for future payment and so used shall be appropriately reflected in 
the Master Servicer's records and replaced by the Master Servicer by            

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deposit in the Collection Account on or before any future Master Servicer       
Remittance Date to the extent that the Available Payment Amount for the related 
Payment Date (determined without regard to P&I Advances to be made on the Master
Servicer Remittance Date) shall be less than the total amount that would be paid
to the Classes of Noteholders pursuant to Section 3.26 of the Indenture on such 
Payment Date if such amounts held for future payments had not been so used to   
make P&I Advances. The Indenture Trustee will provide notice to the Master      
Servicer by telecopy by the close of business on the Business Day prior to the  
Payment Date (so long as the Indenture Trustee receives the required remittance 
from the Master Servicer) in the event that the amount remitted by the Master   
Servicer to the Indenture Trustee on such date is less than the amount required 
to be remitted by the Master Servicer as set forth in the Remittance Report for 
the related Payment Date.                                                       

        (c) The obligation of the Master Servicer to make such P&I Advances is
mandatory, notwithstanding any other provision of this Servicing Agreement but  
subject to (d) below, and, with respect to any Mortgage Loan or REO Property,   
shall continue until a Final Recovery Determination in connection therewith or  
the removal thereof from the Trust Estate pursuant to any applicable provision  
of this Servicing 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 Master Servicer 
if such P&I Advance or Servicing Advance would, if made, constitute a           
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, respectively.   
The determination by the Master Servicer that it has made a Nonrecoverable P&I  
Advance or a Nonrecoverable Servicing Advance or that any proposed P&I Advance  
or Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or 
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an        
Officers' Certificate of the Master Servicer delivered to the Depositor and the 
Indenture Trustee.                                                              

        Section 4.02 EXCHANGE ACT REPORTING. (a) The Indenture Trustee and the
Master Servicer shall reasonably cooperate with the Issuer and 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 Indenture 
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       
Depositor shall sign (or shall cause another entity acceptable to the Securities
and Exchange Commission to sign) and the Indenture Trustee shall file (via the  
Securities and Exchange Commission's Electronic Data Gathering and Retrieval    
System) such forms on behalf of the Depositor or the Issuer (or such other      
entity). The Depositor and the Issuer hereby grant to the Indenture Trustee a   
limited power of attorney to execute any Form 8-K and file each such document on
behalf of the Depositor and the Issuer. Such power of attorney shall continue   
until the earlier of (i) receipt by the Indenture Trustee from the Depositor and
the Issuer of written termination of such power of attorney and (ii) the        
termination of the Trust. Notwithstanding anything herein to the contrary, the  
Depositor, and not the Indenture Trustee, shall be responsible for executing    
each Form 10-K filed on behalf of the Trust.                                    

             (b) Each Form 8-K shall be filed by the Indenture Trustee
within 15 days after each Payment Date, with a copy of the statement to the     
Noteholders for such Payment Date as an exhibit thereto. Prior to March 30th of 
each year (or such earlier date as may be required by the Exchange Act and the  
Rules and Regulations of the Securities and Exchange Commission), the           

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Indenture 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 Master Servicer's annual statement 
of compliance described under Section 3.20 and the accountant's report described
under Section 3.21, in each case to the extent they have been timely delivered  
to the Indenture Trustee. If they are not so timely delivered, the Indenture    
Trustee shall file an amended Form 10-K including such documents as exhibits    
reasonably promptly after they are delivered to the Indenture Trustee. The      
Indenture Trustee shall have no liability with respect to any failure to        
properly prepare or file such periodic reports resulting from or relating to the
Indenture Trustee's inability or failure to obtain any information not resulting
from its own negligence or willful misconduct. The Form 10-K shall also include 
a certification in the form attached hereto as Exhibit C-1 (the                 
"Certification"), which shall be signed by the senior officer of the Depositor  
in charge of securitization.                                                    

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

               In addition, the Indenture Trustee shall indemnify and hold
harmless the Depositor and its officers, directors and Affiliates from and      
against any losses, damages, penalties, fines, forfeitures, reasonable and      
necessary legal fees and related costs, judgments and other costs and expenses  
arising out of or based upon a breach of the Indenture Trustee's obligations    
under this Section 4.02(c) or the Indenture Trustee's negligence, bad faith or  
willful misconduct in connection therewith. The Depositor shall indemnify and   
hold harmless the Indenture Trustee and its officers, directors and Affiliates  
from and against any losses, damages, penalties, fines, forfeitures, reasonable 
and necessary legal fees and related costs, judgments and other costs and       
expenses arising out of or based upon a breach of the Depositor's obligations   
under this Section 4.02 or the Depositor's negligence, bad faith or willful     
misconduct in connection therewith. If the indemnification provided for herein  
is unavailable or insufficient to hold harmless the Depositor or the Indenture  
Trustee, as applicable, then the other party, in connection with a breach of its
respective obligations under this Section 4.02 with respect to the Depositor or 
Section 4.02(c) with respect to the Indenture Trustee or its respective         
negligence, bad faith or willful misconduct in connection therewith, agrees that
it shall contribute to the amount paid or payable by the other party as a result
of the losses, claims, damages or liabilities of the other party in such        
proportion as is appropriate to reflect the relative fault and the relative     
benefit of the Depositor on the one hand and the Indenture Trustee on the other.

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

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

           (f) To the extent that, following the Closing Date, the
Depositor certifies to the Indenture Trustee that reports and certifications    
differing from those required under this Section 4.06 comply with the reporting 
requirements under the Exchange Act, the Indenture Trustee hereby agrees that it
will reasonably cooperate to amend the provisions of this Section 4.02 (in      
accordance with Section 7.01) in order to comply with such amended reporting    
requirements and such amendment of this Section 4.02. Any such amendment may    
result in the reduction of the reports filed by the Depositor under the Exchange
Act. Notwithstanding the foregoing, the Indenture Trustee shall not be obligated
to enter into any amendment pursuant to this Section that adversely affects its 
rights, protections, obligations and immunities under this Servicing Agreement. 

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ARTICLE V 

The Master Servicer 

    Section 5.01 LIABILITY OF THE MASTER SERVICER. The Master Servicer
shall be liable in accordance herewith only to the extent of the obligations    
specifically imposed upon and undertaken by the Master Servicer herein.         

Section 5.02 MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE  
OBLIGATIONS OF THE MASTER SERVICER. Subject to the following paragraph, the     
Master Servicer will keep in full effect its existence, rights and franchises as
a corporation under the laws of the jurisdiction of its incorporation. The      
Master Servicer will obtain and preserve its qualification to do business as a  
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Servicing       
Agreement, the Certificates or any of the Mortgage Loans and to perform its     
respective duties under this Servicing Agreement.                               

                  The Master Servicer may be merged or consolidated with or into
any Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the   
Master Servicer shall be a party, or any Person succeeding to the business of   
the Master Servicer, shall be the successor of the Master 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 to the Master Servicer
shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie 
Mac; and PROVIDED, FURTHER, that each Rating Agency's rating of the Notes in    
effect immediately prior to such merger or consolidation will not be qualified, 
reduced, or withdrawn as a result thereof (as evidenced by a letter to such     
effect from each Rating Agency).                                                

         Section 5.03 LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS.
None of the Master Servicer or any of the directors, officers, employees or     
agents of the Master Servicer shall be under any liability to the Issuer, the   
Depositor, the Owner Trustee, the Indenture Trustee or the Noteholders for any  
action taken or for refraining from the taking of any action in good faith      
pursuant to this Servicing Agreement, or for errors in judgment; provided,      
however, that this provision shall not protect the Master Servicer or any such  
person against any breach of warranties, representations or covenants made      
herein, or against any specific liability imposed on the Master Servicer        
pursuant hereto, or against any liability which would otherwise be imposed by   
reason of willful misfeasance, bad faith or negligence in the performance of    
duties or by reason of reckless disregard of obligations and duties hereunder.  
The Master Servicer and any director, officer, employee or agent of the Master  
Servicer may rely in good faith on any document of any kind which, PRIMA FACIE, 
is properly executed and submitted by any Person respecting any matters arising 
hereunder. The Master Servicer and any director, officer, employee or agent of  
the Master Servicer shall be indemnified and held harmless by the Trust against 
any loss, liability or expense incurred in connection with any legal action     
relating to this Servicing Agreement or the Notes, other than any loss,         
liability or expense relating to any specific Mortgage Loan or Mortgage Loans   
(except as any such loss, liability or expense shall be otherwise reimbursable  
pursuant to this Servicing Agreement) or any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence                       

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in the performance of duties hereunder or by reason of reckless disregard of    
obligations and duties hereunder. The Master Servicer shall not be under any    
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Servicing Agreement; provided,   
however, that the Master Servicer may in its discretion undertake any such      
action which it may deem necessary or desirable with respect to this Servicing  
Agreement and the rights and duties of the parties hereto and the interests of  
the Noteholders hereunder. In such event, the legal expenses and costs of such  
action and any liability resulting therefrom (except any loss, liability or     
expense incurred by reason of willful misfeasance, bad faith or negligence in   
the performance of duties hereunder or by reason of reckless disregard of       
obligations and duties hereunder) shall be expenses, costs and liabilities of   
the Trust, and the Master Servicer shall be entitled to be reimbursed therefor  
from the Collection Account as and to the extent provided in Section 3.11, any  
such right of reimbursement being prior to the rights of the Noteholders to     
receive any amount in the Collection Account.                                   

       Section 5.04 MASTER SERVICER NOT TO RESIGN. The Master Servicer shall
not resign from the obligations and duties hereby imposed on it except upon     
determination that its duties hereunder are no longer permissible under         
applicable law. Any such determination pursuant to the preceding sentence       
permitting the resignation of the Master Servicer shall be evidenced by an      
Opinion of Counsel to such effect obtained at the expense of the Master Servicer
and delivered to the Indenture Trustee. No resignation of the Master Servicer   
shall become effective until the Indenture Trustee or a successor servicer shall
have assumed the Master Servicer's responsibilities, duties, liabilities (other 
than those liabilities arising prior to the appointment of such successor) and  
obligations under this Servicing Agreement.                                     

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

        Section 5.05 DELEGATION OF DUTIES. In the ordinary course of business,
the Master Servicer at any time may delegate any of its duties hereunder to any 
Person, including any of its Affiliates, who agrees to conduct such duties in   
accordance with standards comparable to those with which the Master Servicer    
complies pursuant to Section 3.01. Such delegation shall not relieve the Master 
Servicer of its liabilities and responsibilities with respect to such duties and
shall not constitute a resignation within the meaning of Section 5.04.          

      Section 5.06 RIGHTS OF THE ISSUER IN RESPECT OF THE MASTER SERVICER.
The Master Servicer shall afford (and any Sub-Servicing Agreement shall provide 
that each Sub-Servicer shall afford) the Issuer and the Indenture Trustee, upon 
reasonable notice, during normal business hours, access to                      

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all records maintained by the Master Servicer (and any such Sub-Servicer) in    
respect of the Master Servicer's rights and obligations hereunder and access to 
officers of the Master Servicer (and those of any such Sub-Servicer) responsible
for such obligations. Upon request, the Master Servicer shall furnish to the    
Issuer and the Indenture Trustee its (and any such Sub-Servicer's) most recent  
financial statements and such other information relating to the Master          
Servicer's capacity to perform its obligations under this Servicing Agreement as
it possesses (and that any such Sub-Servicer possesses). To the extent such     
information is not otherwise available to the public, the Issuer and the        
Indenture Trustee shall not disseminate any information obtained pursuant to the
preceding two sentences without the Master Servicer's written consent, except as
required pursuant to the Basic Documents or to the extent that it is appropriate
to do so (i) in working with legal counsel, auditors, taxing authorities or     
other governmental agencies or (ii) pursuant to any law, rule, regulation,      
order, judgment, writ, injunction or decree of any court or governmental        
authority having jurisdiction over the Depositor, the Indenture Trustee or the  
Trust Estate, and in any case, the Issuer or the Indenture Trustee as the case  
may be, (iii) disclosure of any and all information that is or becomes publicly 
known, or information obtained by the Indenture Trustee from sources other than 
the Issuer or the Master Servicer, (iv) disclosure as required pursuant to this 
Servicing Agreement or (v) disclosure of any and all information (A) in any     
preliminary or final offering circular, registration statement or contract or   
other document pertaining to the transactions contemplated by the Basic         
Documents approved in advance by the Issuer or the Master Servicer or (B) to any
affiliate, independent or internal auditor, agent, employee or attorney of the  
Indenture Trustee having a need to know the same, provided that the Indenture   
Trustee advises such recipient of the confidential nature of the information    
being disclosed, shall use its best efforts to assure the confidentiality of any
such disseminated non-public information. The Issuer may, but is not obligated  
to, enforce the obligations of the Master Servicer under this Servicing         
Agreement and may, but is not obligated to, perform, or cause a designee to     
perform, any defaulted obligation of the Master Servicer under this Servicing   
Agreement or exercise the rights of the Master Servicer under this Servicing    
Agreement; provided that the Master Servicer shall not be relieved of any of its
obligations under this Servicing Agreement by virtue of such performance by the 
Issuer or its designee. The Issuer shall not have any responsibility or         
liability for any action or failure to act by the Master Servicer and is not    
obligated to supervise the performance of the Master Servicer under this        
Servicing Agreement or otherwise.                                               

 Section 5.07 INDEMNIFICATION. (a) The Master Servicer agrees to
indemnify the Indenture Trustee and the Owner Trustee for, and to hold the      
Indenture Trustee and the Owner Trustee, as the case may be, harmless against,  
any claim, tax, penalty, loss, liability or expense of any kind whatsoever,     
incurred without negligence (gross negligence in the case of the Owner Trustee) 
or willful misconduct on its part, arising out of, or in connection with, the   
failure by the Master Servicer to perform its duties in compliance with this    
Servicing Agreement, including the costs and expenses (including reasonable     
legal fees and expenses) of defending itself against any claim in connection    
with the exercise or performance of any of its powers or duties under any Basic 
Document, provided that:                                                        

                (i) with respect to any such claim, the Indenture Trustee or
         Owner Trustee, as the case may be, shall have given the Master Servicer
   written notice thereof as soon as practicable after a Responsible
        Officer of the Indenture Trustee or Owner Trustee, as the case may be,
       shall have actual knowledge thereof, it being understood that failure
  to give such notice shall not relieve the Master Servicer of its
indemnification obligations hereunder;                        

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            (ii) while maintaining control over its own defense, the
        Depositor, the Indenture Trustee or Owner Trustee, as the case may be,
         shall cooperate and consult fully with the Master Servicer in preparing
such defense; and                                             

                 (iii) notwithstanding anything in this Servicing Agreement to
         the contrary, the Master Servicer shall not be liable for settlement of
      any claim by the Indenture Trustee or the Owner Trustee, as the case
        may be, entered into without the prior consent of the Master Servicer,
which consent shall not be unreasonably withheld.             

                  To the extent that the Indenture Trustee is not indemnified by
the Master Servicer hereunder, it shall be indemnified by the Issuer pursuant to
Section 6.07 of the Indenture.                                                  

     (b) The Master Servicer agrees to indemnify the Indemnified Parties
for, and to hold the Indemnified Parties, harmless against, any Expenses which  
may at any time be imposed on, incurred by, or asserted against any Indemnified 
Party in any way relating to or arising out of this Agreement, any other Basic  
Document, the Trust Estate, the administration of the Trust Estate or the action
or inaction of such Indemnified Party, except to the extent such Expense is (i) 
caused by such Indemnified Party's own willful misconduct, gross negligence or  
bad faith or grossly negligent failure to act or (ii) incurred as a result of   
the inaccuracy of any representation or warranty contained in Section 6.03 of   
the Trust Agreement expressly made by the Owner Trustee, solely with respect to 
the Owner Trustee.                                                              

      (c) No termination of this Servicing Agreement or the resignation or
removal of the Owner Trustee or the Indenture Trustee shall affect the          
obligations created by this Section 5.06 of the Master Servicer to indemnify the
Indenture Trustee and the Owner Trustee under the conditions and to the extent  
set forth herein. This section shall survive the termination of this Servicing  
Agreement and the resignation or removal of the Master Servicer. Any amounts to 
be paid by the Master Servicer pursuant to this Subsection may not be paid from 
the Trust Estate.                                                               

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ARTICLE VI

 Default

Section 6.01. MASTER SERVICER EVENTS OF DEFAULT.              

         (a) "Master Servicer Event of Default," wherever used herein, means any
one of the following events:                                                    

          (i) any failure by the Master Servicer to remit to the
     Indenture Trustee for payment to the Noteholders any payment (other
         than a P&I Advance required to be made from its own funds on any Master
        Servicer Remittance Date pursuant to Section 4.03) required to be made
 under the terms of the Notes and this Servicing 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 Master Servicer by the Depositor
     or the Indenture Trustee (in which case notice shall be provided by
       telecopy), or to the Master Servicer, the Depositor and the Indenture
   Trustee by the Holders of not less than 25% of the aggregate Note
Balances of the Notes; or                                     

               (ii) any failure on the part of the Master Servicer duly to
       observe or perform in any material respect any other of the covenants
    or agreements on the part of the Master Servicer contained in this
  Servicing Agreement, or the breach by the Master Servicer of any
        representation and warranty contained in Section 2.01, which continues
         unremedied for a period of 30 days (or if such failure or breach cannot
        be remedied within 30 days, then such remedy shall have been commenced
      within 30 days and diligently pursued thereafter; provided, however,
         that in no event shall such failure or breach be allowed to exist for a
      period of greater than 90 days) after the earlier of (i) the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the 
 Depositor, the Indenture Trustee or to the Master Servicer, the
         Depositor and the Indenture Trustee by the Holders of Notes entitled to
     at least 25% of the Voting Rights and (ii) actual knowledge of such
failure by a Servicing Officer of the Master Servicer; or     

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

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

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

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

            (vii) any failure of the Master Servicer to make any P&I
         Advance on any Master Servicer Remittance Date required to be made from
         its own funds pursuant to Section 4.01 which continues unremedied until
       3:00 p.m. New York time on the Business Day immediately following the
Master Servicer Remittance Date.                              

        If a Master Servicer Event of Default described in clauses (i) through
(vi) of this Section shall occur, then, and in each and every such case, so long
as a Master Servicer Event of Default shall not have been remedied, the         
Depositor or the Indenture Trustee may, and at the written direction of the     
Holders of Notes entitled to at least 51% of Voting Rights, the Indenture       
Trustee shall, by notice in writing to the Master Servicer and the Depositor,   
terminate all of the rights and obligations of the Master Servicer in its       
capacity as Master Servicer under this Servicing Agreement, to the extent       
permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If 
a Master Servicer Event of Default described in clause (vii) hereof shall occur,
the Indenture Trustee shall, by notice in writing to the Master Servicer and the
Depositor, terminate all of the rights and obligations of the Master Servicer in
its capacity as Master Servicer under this Servicing Agreement and in and to the
Mortgage Loans and the proceeds thereof. On or after the receipt by the Master  
Servicer of such written notice, all authority and power of the Master Servicer 
under this Servicing Agreement, whether with respect to the Notes (other than as
a Holder of any Note) or the Mortgage Loans or otherwise, shall pass to and be  
vested in the Indenture Trustee pursuant to and under this Section, and, without
limitation, the Indenture Trustee is hereby authorized and empowered, as        
attorney-in- fact or otherwise, to execute and deliver, on behalf of and at the 
expense of the Master Servicer, any and all documents and other instruments and 
to do or accomplish all other acts or things necessary or appropriate to effect 
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or       
otherwise. The Master Servicer agrees promptly (and in any event no later than  
ten Business Days subsequent to such notice) to provide the Indenture Trustee   
with all documents and records requested by it to enable it to assume the Master
Servicer's functions under this Servicing Agreement, and to cooperate with the  
Indenture Trustee in effecting the termination of the Master Servicer's         
responsibilities and rights under this Servicing Agreement, including, without  
limitation, the transfer within one Business Day to the Indenture Trustee for   
administration by it of all cash amounts which at the time shall be or should   
have been credited by the Master Servicer to the Collection Account held by or  
on behalf of the Master Servicer, the Payment Account or any REO Account or     
Servicing Account held by or on behalf of the Master Servicer or thereafter be  
received with respect to the Mortgage Loans or any REO Property serviced by the 
Master Servicer (provided, however, that the Master Servicer shall continue to  
be entitled to receive all amounts accrued or owing to it under this Servicing  
Agreement on or prior to the date of such termination, whether in respect of P&I
Advances, Servicing Advances or otherwise, and shall continue to be entitled to 
the benefits of Section 5.03, notwithstanding any such termination, with respect
to events occurring prior to such termination). For purposes of this            

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Section 6.01, the Indenture Trustee shall not be deemed to have knowledge of a  
Master Servicer Event of Default unless a Responsible Officer of the Indenture  
Trustee assigned to and working in the Indenture Trustee's Corporate Trust      
Office has actual knowledge thereof or unless written notice of any event which 
is in fact such a Master Servicer Event of Default is received by a Responsible 
Officer of the Indenture Trustee and such notice references the Notes, the Trust
Estate or this Servicing Agreement.                                             

   Section 6.02. INDENTURE TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

       (a)(1) On and after the time the Master Servicer receives a notice of
termination, the Indenture Trustee shall be the successor in all respects to the
Master Servicer in its capacity as Master Servicer under this Servicing         
Agreement and the transactions set forth or provided for herein, and all the    
responsibilities, duties and liabilities relating thereto and arising thereafter
shall be assumed by the Indenture Trustee (except for any representations or    
warranties of the Master Servicer under this Servicing Agreement, the           
responsibilities, duties and liabilities contained in Section 2.01 and the      
obligation to deposit amounts in respect of losses pursuant to Section 3.12) by 
the terms and provisions hereof including, without limitation, the Master       
Servicer's obligations to make P&I Advances pursuant to Section 4.01; provided, 
however, that if the Indenture Trustee is prohibited by law or regulation from  
obligating itself to make advances regarding delinquent mortgage loans, then the
Indenture Trustee shall not be obligated to make P&I Advances pursuant to       
Section 4.01; and provided further, that any failure to perform such duties or  
responsibilities caused by the Master Servicer's failure to provide information 
required by Section 6.01 shall not be considered a default by the Indenture     
Trustee as successor to the Master Servicer hereunder. As compensation therefor,
the Indenture Trustee shall be entitled to the Servicing Fee and all funds      
relating to the Mortgage Loans to which the Master Servicer would have been     
entitled if it had continued to act hereunder. Notwithstanding the above and    
subject to Section 6.02(a)(2) below, the Indenture Trustee may, if it shall be  
unwilling to so act, or shall, if it is unable to so act or if it is prohibited 
by law from making advances regarding delinquent mortgage loans or if the       
Holders of Notes entitled to at least 51% of the Voting Rights so request in    
writing to the Indenture Trustee, promptly appoint or petition a court of       
competent jurisdiction to appoint, an established mortgage loan servicing       
institution acceptable to each Rating Agency and having a net worth of not less 
than $15,000,000, as the successor to the Master Servicer under this Servicing  
Agreement in the assumption of all or any part of the responsibilities, duties  
or liabilities of the Master Servicer under this Servicing Agreement.           

   The Indenture Trustee or other successor master servicer shall be
entitled to be reimbursed by the Master Servicer (or by the Trust Estate if the 
Master Servicer is unable to fulfill its obligations hereunder or if the        
Indenture Trustee is acting as successor Master Servicer) for all reasonable    
out- of-pocket costs (such expenses of the Indenture Trustee to be documented by
the Indenture Trustee to the extent possible) associated with the transfer of   
servicing from the predecessor master servicer, including without limitation,   
any such costs or expenses associated with the complete transfer of all         
servicing data and the completion, correction or manipulation of such servicing 
data as may be required by the Indenture Trustee to correct any errors or       
insufficiencies in the servicing data or otherwise to enable the Indenture      
Trustee to service the Mortgage Loans properly and effectively.                 

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     (2) No appointment of a successor to the Master Servicer under this
Servicing Agreement shall be effective until the assumption by the successor of 
all of the Master Servicer's responsibilities, duties and liabilities hereunder.
In connection with such appointment and assumption described herein, the        
Indenture 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 that  
permitted the Master Servicer as such hereunder. The Depositor, the Indenture   
Trustee and such successor shall take such action, consistent with this         
Servicing Agreement, as shall be necessary to effectuate any such succession.   
Pending appointment of a successor to the Master Servicer under this Servicing  
Agreement, the Indenture Trustee shall act in such capacity as hereinabove      
provided.                                                                       

Section 6.03. NOTIFICATION TO NOTEHOLDERS.                    

     (a) Upon any termination of the Master Servicer pursuant to Section
6.01 above or any appointment of a successor to the Master Servicer pursuant to 
Section 6.02 above, the Indenture Trustee shall give prompt written notice      
thereof to the Owner Trustee, the Depositor and Noteholders at their respective 
addresses appearing in the Note Register.                                       

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

Section 6.04. WAIVER OF MASTER SERVICER EVENTS OF DEFAULT.    

         The Holders representing at least 66% of the Voting Rights evidenced by
all Classes of Notes affected by any default or Master Servicer Event of Default
hereunder may waive such default or Master Servicer Event of Default; provided, 
however, that a default or Master Servicer Event of Default under clause (i) or 
(vii) of Section 6.01 may be waived only by all of the Holders of the Notes.    
Upon any such waiver of a default or Master Servicer Event of Default, such     
default or Master Servicer Event of Default shall cease to exist and shall be   
deemed to have been remedied for every purpose hereunder. No such waiver shall  
extend to any subsequent or other default or Master Servicer Event of Default or
impair any right consequent thereon except to the extent expressly so waived.   

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 ARTICLE VII

Miscellaneous Provisions

      Section 7.01 AMENDMENT. This Servicing Agreement may be amended from
time to time by the parties hereto, provided that any amendment be accompanied  
by a letter from the Rating Agencies that the amendment will not result in the  
downgrading or withdrawal of the rating then assigned to the Notes or the rating
then assigned to the Notes, and the consent of the Indenture Trustee.           

         Section 7.02 GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS  
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE     
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.             

         Section 7.03 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if when         
delivered to:                                                                   

                                                        [Enlarge/Download Table]

                                                                                              
(a)      in the case of the Master Servicer:       New Century Mortgage Corporation           
                                                   18400 Von Klarman, Suite 1000              
                                                   Irvine, California 92612                   
                                                   Attention: Kevin Cloyd                     

(b)      in the case of Rating Agencies:           Moody's Investors Service, Inc.            
                                                   4th Floor                                  
                                                   99 Church Street                           
                                                   New York, New York 10007                   
                                                   Attention: Residential Mortgage Monitoring 
                                                   Unit                                       

                                                   Standard & Poor's, a division of The       
                                                   McGraw-Hill Companies, Inc.                
                                                   55 Water Street - 41st Floor               
                                                   New York, New York 10041                   
                                                   Attention: Asset Backed Surveillance Group 

(c) in the case of the Owner Trustee,                                                         
         the Corporate Trust Office:               Wilmington Trust Company                   
                                                   Rodney Square North                        
                                                   1100 North Market Street                   
                                                   Wilmington, Delaware 19890                 
                                                   Attention: Corporate Trust Administration  

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(d) in the case of the Issuer,                                                                
    to New Century Home Equity Loan Trust 2003-6:  c/o New Century Mortgage                   
                                                   Securities, Inc.                           
                                                   18400 Von Klarman, Suite 1000              
                                                   Irvine, California 92612                   
                                                   Attention: Kevin Cloyd                     

(e) in the case of the Indenture Trustee:          Deutsche Bank National Trust Company       
                                                   1761 East St. Andrew Place                 
                                                   Santa Ana, California 92705                
                                                   Attention: Trust Administration/New Century
                                                   Home Equity Trust Series 2003-6 (NC0306)   

or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party. Any notice required or permitted to be 
mailed to a Noteholder shall be given by first class mail, postage prepaid, at  
the address of such Noteholder as shown in the Note Register. Any notice so     
mailed within the time prescribed in this Servicing Agreement shall be          
conclusively presumed to have been duly given, whether or not the Noteholder    
receives such notice. Any notice or other document required to be delivered or  
mailed by the Indenture Trustee to any Rating Agency shall be given on a        
reasonable efforts basis and only as a matter of courtesy and accommodation and 
the Indenture Trustee shall have no liability for failure to deliver such notice
or document to any Rating Agency.                                               

    Section 7.04 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Servicing 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 Servicing Agreement and shall in no way 
affect the validity or enforceability of the other provisions of this Servicing 
Agreement or of the Notes or the rights of the Noteholders thereof.             

       Section 7.05 THIRD-PARTY BENEFICIARIES. This Servicing Agreement will
inure to the benefit of and be binding upon the parties hereto, the Noteholders,
the Owner Trustee, the Indenture Trustee and their respective successors and    
permitted assigns. Except as otherwise provided in this Servicing Agreement, no 
other Person will have any right or obligation hereunder. The Indenture Trustee 
shall have the right to exercise all rights of the Issuer under this Servicing  
Agreement.                                                                      

   Section 7.06 COUNTERPARTS. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an      
original, but all such counterparts shall together constitute but one and the   
same instrument.                                                                

        Section 7.07 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and  
shall not affect the construction hereof.                                       

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Section 7.08 TERMINATION. The respective obligations and      
responsibilities of the Master Servicer and the Issuer created hereby shall     
terminate upon the satisfaction and discharge of the Indenture pursuant to      
Section 4.10 thereof.                                                           

      Section 7.09 NO PETITION. The Master Servicer, by entering into this
Servicing Agreement, hereby covenants and agrees that it will not at any time   
institute against the Issuer, or join in any institution against the Issuer, any
bankruptcy proceedings under any United States federal or state bankruptcy or   
similar law in connection with any obligations of the Issuer. This section shall
survive the termination of this Servicing Agreement by one year.                

    Section 7.10 NO RECOURSE. The Master Servicer acknowledges that no
recourse may be had against the Issuer, except as may be expressly set forth in 
this Servicing Agreement.                                                       

       Section 7.11 INDENTURE TRUSTEE RIGHTS. The Indenture Trustee shall be
entitled to the same rights, protections, indemnities and immunities afforded to
it under the Indenture as if specifically set forth herein.                     

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ARTICLE VIII

Duties of the Master Servicer as Administrator
----------------------------------------------

    Section 8.01 ADMINISTRATIVE DUTIES. (a) DUTIES WITH RESPECT TO THE
INDENTURE. The Administrator shall perform all its duties and the duties of the 
Issuer under the Indenture. In addition, the Administrator shall consult with   
the Owner Trustee as the Administrator deems appropriate regarding the duties of
the Issuer under the Indenture. The Administrator shall monitor the performance 
of the Issuer and shall advise the Owner Trustee when action is necessary to    
comply with the Issuer's duties under the Indenture. The Administrator shall    
prepare for execution by the Issuer or shall cause the preparation by other     
appropriate Persons of all such documents, reports, filings, instruments,       
certificates and opinions as it shall be the duty of the Issuer to prepare, file
or deliver pursuant to the Indenture. In furtherance of the foregoing, the      
Administrator shall take all necessary action that is the duty of the Issuer to 
take pursuant to the Indenture.                                                 

(b) DUTIES WITH RESPECT TO THE ISSUER.                        

                (i) In addition to the duties of the Administrator set forth
in this Servicing Agreement or any of the Basic Documents, the
     Administrator shall perform such calculations and shall prepare for
 execution by the Issuer or the Owner Trustee or shall cause the
 preparation by other appropriate Persons of all such documents,
         reports, filings, instruments, certificates and opinions as it shall be
         the duty of the Issuer or the Owner Trustee to prepare, file or deliver
       pursuant to this Servicing Agreement or any of the Basic Documents or
     under state and federal tax and securities laws (including, but not
limited to, UCC filings in applicable jurisdictions and annual
   compliance certificates, if any), and at the request of the Owner
         Trustee or the Indenture Trustee shall take all appropriate action that
 it is the duty of the Issuer to take pursuant to this Servicing
 Agreement or any of the Basic Documents. In accordance with the
        directions of the Issuer or the Owner Trustee, the Administrator shall
administer, perform or supervise the performance of such other
         activities in connection with the Notes (including the Basic Documents)
  as are not covered by any of the foregoing provisions and as are
       expressly requested by the Issuer, the Indenture Trustee or the Owner
Trustee.                                                      

                (ii) Notwithstanding anything in this Servicing Agreement or
        any of the Basic Documents to the contrary, the Administrator shall be
      responsible for promptly notifying the Owner Trustee and Certificate
      Paying Agent in the event that any withholding tax is imposed on the
         Issuer's payments (or allocations of income) to an Owner (as defined in
   the Trust Agreement) as contemplated in Section 5.03 of the Trust
       Agreement. Any such notice shall be in writing and specify the amount
        of any withholding tax required to be withheld by the Owner Trustee or
the Certificate Paying Agent pursuant to such provision.      

                  (iii) In carrying out the foregoing duties or any of its other
         obligations under this Servicing Agreement, the Administrator may enter
      into transactions with or otherwise deal with any of its Affiliates;
        PROVIDED, HOWEVER, that the terms of any such transactions or dealings
         shall be in accordance with any directions received from the Issuer and
shall be, in                                                  

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     the Administrator's opinion, no less favorable to the Issuer in any
    material respect than with terms made available to unrelated third
parties.                                                      

    (c) TAX MATTERS. The Administrator shall prepare, on behalf of the
Owner Trustee, financial statements and such annual or other reports of the     
Issuer as are necessary for the preparation by the Indenture Trustee of tax     
returns and information reports as provided in Section 5.03 of the Trust        
Agreement, including, without limitation, Form 1099.                            

  (d) NON-MINISTERIAL MATTERS. With respect to matters that in the
reasonable judgment of the Administrator are non-ministerial, the Administrator 
shall not take any action pursuant to this Article VIII unless within a         
reasonable time before the taking of such action, the Administrator shall have  
notified the Owner Trustee and the Indenture Trustee of the proposed action and 
the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the   
Indenture Trustee shall not have withheld consent or provided an alternative    
direction. For the purpose of the preceding sentence, "non-ministerial matters" 
shall include:                                                                  

                   (A) the amendment of or any supplement to the
Indenture;                                  

                       (B) the initiation of any claim or lawsuit by the
             Issuer and the compromise of any action, claim or lawsuit
              brought by or against the Issuer (other than in connection
with the collection of the Mortgage Loans); 

                       (C) the amendment, change or modification of this
                  Servicing Agreement or any of the Basic Documents to which the
               Indenture Trustee or the Owner Trustee, as applicable, is a
party;                                      

                         (D) the appointment of successor Certificate Paying
           Agents and successor Indenture Trustees pursuant to the
              Indenture or the appointment of successor Servicers or the
                  consent to the assignment by the Certificate Registrar, Paying
           Agent or Indenture Trustee of its obligations under the
Indenture; and                              

               (E) the removal of the Indenture Trustee.

      (e) MASTER SERVICER SHALL ACT AS ADMINISTRATOR. By execution of this
Agreement, the Master Servicer agrees to be bound as Administrator and shall    
perform the obligations of the Administrator as described herein.               

    Section 8.02 RECORDS. The Administrator shall maintain appropriate
books of account and records relating to services performed under this Servicing
Agreement, which books of account and records shall be accessible for inspection
by the Issuer, the Indenture Trustee and the Owner Trustee at any time during   
normal business hours.                                                          

        Section 8.03 ADDITIONAL INFORMATION TO BE FURNISHED. The Administrator
shall furnish to the Issuer, the Indenture Trustee and the Owner Trustee from   
time to time such additional information regarding the Mortgage Loans and the   
Notes as the Issuer, the Indenture Trustee or the Owner Trustee shall reasonably
request.                                                                        

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       Section 8.04 NO RECOURSE TO OWNER TRUSTEE. It is expressly understood
and agreed by the parties hereto that (a) this Agreement is executed and        
delivered by Wilmington Trust Company, not individually or personally, but      
solely as Owner Trustee of New Century Home Equity Loan Trust 2003-6, in the    
exercise of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the     
Issuer is made and intended not as personal representations, undertakings and   
agreements by Wilmington Trust Company but is made and intended for the purpose 
for binding only the Issuer, (c) nothing herein contained shall be construed as 
creating any liability of Wilmington Trust Company, individually or personally, 
to perform any covenant either expressed or implied contained herein, all such  
liability, if any, being expressly waived by the parties hereto and by any      
Person claiming by, through or under the parties hereto and (d) under no        
circumstances shall Wilmington Trust Company be personally liable for the       
payment of any indebtedness or expenses of the Issuer or be liable for the      
breach or failure of any obligation, representation, warranty or covenant made  
or undertaken by the Issuer under this Agreement or any other related documents.

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       IN WITNESS WHEREOF, the Master Servicer, the Issuer and the Indenture
Trustee have caused this Servicing Agreement to be duly executed by their       
respective officers or representatives all as of the day and year first above   
written.                                                                        

                                 NEW CENTURY MORTGAGE CORPORATION,
                  as Master Servicer

                  By:/s/ Kevin Cloyd
                                       ---------------------------------
                  Name:  Kevin Cloyd
                            Title: Senior Vice President

                                  NEW CENTURY HOME EQUITY LOAN TRUST
       2003-6,
         as Issuer

                                    Wilmington Trust Company, not in its
                                        individual capacity, but solely as Owner
       Trustee

                       By:/s/ Anita E. Dallago
                                       ---------------------------------
                       Name:  Anita E. Dallago
                                        Title: Senior Financial Services Officer

                                     DEUTSCHE BANK NATIONAL TRUST COMPANY,
                    as Indenture Trustee

                       By:/s/ Barbara Campbell
                                       ---------------------------------
                       Name:  Barbara Campbell
                               Title: Assistant Vice President

                    By:/s/ Ronaldo Reyes
                                       ---------------------------------
                    Name:  Ronaldo Reyes
                               Title: Assistant Vice President

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 EXHIBIT A
 ---------

MORTGAGE LOAN SCHEDULE
(Filed Manually)

(In accordance with Rule 202 of Regulation S-T, this Mortgage Loan Schedule is  
being filed in paper pursuant to a continuing hardship exemption.)              

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 EXHIBIT B
 ---------

 FORM OF REQUEST FOR RELEASE
 (for Indenture Trustee)

LOAN INFORMATION                                                                

Name of Mortgagor:         ______________________________     

Master Servicer                                               
Loan No.:                  ______________________________     

INDENTURE TRUSTEE                                                               

Name:                      ______________________________     

Address:                   ______________________________     
                      ______________________________

Trustee Mortgage                                              
File No.:                  ______________________________     

ISSUER                                                                          

      Name:                      NEW CENTURY HOME EQUITY LOAN TRUST 2003-6

Address:                   ______________________________     

Certificates:              Asset-Backed Notes, Series 2003-6. 

                         The undersigned Master Servicer hereby acknowledges
that it has received from _______________________, as Indenture Trustee for the 
Holders of Asset-Backed Notes, Series 2003-6, the documents referred to below   
(the "Documents"). All capitalized terms not otherwise defined in this Request  
for Release shall have the meanings given them in the Servicing Agreement, dated
as of December 19, 2003, among the Indenture Trustee, the Issuer and the Master 
Servicer (the "Servicing Agreement").                                           

( )      Promissory Note dated _______________, 20__, in the original principal 
   sum of $__________, made by _____________________, payable to, or
endorsed to the order of, the Indenture Trustee.              

( )      Mortgage recorded on _________________________ as instrument no.       
       ____________________ in the County Recorder's Office of the County of
_______________, State of __________________ in               
     book/reel/docket_________________ of official records at page/image
_____________.                                                

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( )      Deed of Trust recorded on ___________________ as instrument no.        
   ________________ in the County Recorder's Office of the County of
      _________________, State of ____________________ in book/reel/docket
     _________________ of official records at page/image ______________.

( )      Assignment of Mortgage or Deed of Trust to the Indenture Trustee,      
   recorded on __________________ as instrument no. _________ in the
     County Recorder's Office of the County of _______________, State of
      _______________________ in book/reel/docket ____________ of official
records at page/image ____________.                           

( )      Other documents, including any amendments, assignments or other        
assumptions of the Mortgage Note or Mortgage.                 

( )      ---------------------------------------------                          

( )      ---------------------------------------------                          

( )      ---------------------------------------------                          

( )      ---------------------------------------------                          

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                         The undersigned Master Servicer hereby acknowledges
and agrees as follows:                                                          

                   (1) The Master Servicer shall hold and retain
possession of the Documents in trust for the benefit of the Indenture Trustee,  
solely for the purposes provided in the Servicing Agreement.                    

                           (2) The Master Servicer shall not cause or permit the
Documents to become subject to, or encumbered by, any claim, liens, security    
interest, charges, writs of attachment or other impositions nor shall the Master
Servicer assert or seek to assert any claims or rights of setoff to or against  
the Documents or any proceeds thereof.                                          

                         (3) The Master Servicer shall return each and every
Document previously requested from the Mortgage File to the Indenture Trustee   
when the need therefor no longer exists, unless the Mortgage Loan relating to   
the Documents has been liquidated and the proceeds thereof have been remitted to
the Collection Account and except as expressly provided in the Servicing        
Agreement.                                                                      

                           (4) The Documents and any proceeds thereof, including
any proceeds of proceeds, coming into the possession or control of the Master   
Servicer shall at all times be earmarked for the account of the Indenture       
Trustee, and the Master Servicer shall keep the Documents and any proceeds      
separate and distinct from all other property in the Master Servicer's          
possession, custody or control.                                                 

Dated:                                                                          

                               [MASTER SERVICER]

                                               By:      ________________________
                   Name:
                    Title:

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 EXHIBIT C-1
 -----------

FORM OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

      Re:      New Century Home Equity Loan Trust 2003-6
       Asset-Backed Notes, Series 2003-6

                  I, [identify the certifying individual], the senior officer of
New Century Mortgage Securities, Inc. (the "Registrant") in charge of           
securitizations, certify that:                                                  

               l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution and servicing reports filed in      
respect of periods included in the year covered by this annual report, of       
Registrant;                                                                     

               2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or   
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of   
the last day of the period covered by this annual report;                       

               3. Based on my knowledge, the distribution information, and
the servicing information required to be provided to the Indenture Trustee by   
the Master Servicer under the Servicing Agreement for inclusion in these        
reports, is included in these reports;                                          

           4. Based on my knowledge and upon the annual compliance
statements included in the report and required to be delivered to the Indenture 
Trustee in accordance with the terms of the Servicing Agreement, and except as  
disclosed in the reports, the Master Servicer has fulfilled its obligations     
under the Servicing Agreement; and                                              

                 5. The reports disclose all significant deficiencies relating
to the Master 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 Servicing Agreement, that is  
included in these reports.                                                      

                In giving the certifications above, I have reasonably relied
on information provided to me by the Indenture Trustee.                         

          Capitalized terms used but not defined herein have the
meanings ascribed to them in Appendix A to the Indenture, dated December 19,    
2003 (the "Indenture"), between New Century Home Equity Loan Trust 2003-6, as   
issuer, and Deutsche Bank National Trust Company, as indenture trustee.         

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                                   NEW CENTURY MORTGAGE SECURITIES, INC.

                                     By:____________________________________
   Name:
    Title:
   Date:

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 EXHIBIT C-2
 -----------

 FORM OF CERTIFICATION TO BE
PROVIDED TO THE DEPOSITOR BY THE INDENTURE TRUSTEE

           Re:      New Century Home Equity Loan Trust 2003-6 (the
                         "Trust" or the "Issuer") Asset-Backed Notes, Series
2003-6                    

                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Indenture Trustee, hereby certify to New Century
Mortgage Securities, Inc. (the "Depositor"), and its officers, directors and    
affiliates, and with the knowledge and intent that they will rely upon this     
certification, that:                                                            

             1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports  
filed in respect of periods included in the year covered by that annual report, 
of the Depositor relating to the above-referenced trust;                        

      2. Based on my knowledge, the information in these
distribution reports prepared by the Indenture Trustee, taken as a whole, does  
not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements made, in light of the circumstances under 
which such statements were made, not misleading as of the last day of the period
covered by that annual report; and                                              

          3. Based on my knowledge, the distribution information
required to be provided by the Indenture Trustee under the Servicing Agreement  
is included in these distribution reports.                                      

          Capitalized terms used but not defined herein have the
meanings ascribed to them in Appendix A to the Indenture, dated December 19,    
2003 (the "Indenture"), between New Century Home Equity Loan Trust 2003-6, as   
issuer, and Deutsche Bank National Trust Company, as indenture trustee.         

                                  DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, as Indenture Trustee

                                           By:__________________________________
           Name:
            Title:
           Date:

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 EXHIBIT D
 ---------

 OFFICER'S CERTIFICATE
REGARDING ANNUAL STATEMENT OF COMPLIANCE

___________________ Trust, Series 200_-___                                      
_______________ Asset-Backed Notes                                              

             I, _____________________, hereby certify that I am a duly
appointed __________________________ of _______________________________ (the    
"[Master Servicer]"), and further certify as follows:                           

                1. This certification is being made pursuant to the terms of
the Servicing Agreement, dated as of ____________, _____ (the "Servicing        
Agreement"), among _____________________, as issuer, the [Master Servicer], as  
[master servicer] and ________________, as indenture trustee.                   

              2. I have reviewed the activities of the [Master Servicer]
during the preceding year and the [Master Servicer's] performance under the     
Servicing Agreement and to the best of my knowledge, based on such review, the  
[Master Servicer] has fulfilled all of its obligations under the Servicing      
Agreement throughout the year.                                                  

           Capitalized terms not otherwise defined herein have the
meanings set forth in the Servicing Agreement.                                  

Dated: _________________                                                        

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         IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of _____________.                                                

                                By:  _____________________________
   Name:
    Title:

                  I, _________________________, a (an) __________________ of the
[Master Servicer], hereby certify that _________________ is a duly elected,     
qualified, and acting _______________________ of the [Master Servicer] and that 
the signature appearing above is his/her genuine signature.                     

         IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of ______________.                                               

                                By:  _____________________________
   Name:
    Title:

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/8/04
		12/19/03		2		63
For Period End:		12/18/03							424B5
									List all Filings