Argent Securities Inc Assset Back Pass Thr Certs Ser 2003-W5 · 8-K · For 10/9/03 · EX-4.1

Filed On 10/21/03 1:32pm ET   ·   SEC File 333-105957-05   ·   Accession Number 882377-3-1687

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Argent Securities Inc.                                 7     18K 
 2: EX-4.1      Pooling and Servicing Agreement                      371  1,190K 

EX-4.1   ·   Pooling and Servicing Agreement
Exhibit Table of Contents

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ARGENT SECURITIES INC.

 Depositor

 AMERIQUEST MORTGAGE COMPANY

 Master Servicer

 and

DEUTSCHE BANK NATIONAL TRUST COMPANY

 Trustee

 ___________________________________________

 POOLING AND SERVICING AGREEMENT
 Dated as of October 1, 2003
 _________________________________________

Asset-Backed Pass-Through Certificates

Series 2003-W5

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 TABLE OF CONTENTS

SECTION                                                                     PAGE
-------                                                                     ----

 ARTICLE I

 DEFINITIONS

SECTION 1.01.  Defined Terms...................................................4
SECTION 1.02.  Allocation of Certain Interest Shortfalls......................57
SECTION 1.03   Rights of the NIMS Insurer.....................................58

          ARTICLE II

           CONVEYANCE OF MORTGAGE LOANS;
           ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.  Conveyance of Mortgage Loans...................................59
SECTION 2.02.  Acceptance of REMIC I by the Trustee...........................61
SECTION 2.03.  Repurchase or Substitution of Mortgage Loans by the              
   Seller or the Depositor; Payment of Prepayment Charge
               Payment Amounts................................................63
SECTION 2.04.  [Reserved].....................................................66
SECTION 2.05.  Representations, Warranties and Covenants of the Master          
               Servicer.......................................................66
SECTION 2.06.  Issuance of the REMIC I Regular Interests and the Class R-I      
               Interest.......................................................68
SECTION 2.07.  Conveyance of the REMIC I Regular Interests; Acceptance of       
               REMIC II by the Trustee........................................69
SECTION 2.08.  Issuance of Class R Certificates...............................69

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF THE MORTGAGE LOANS

SECTION 3.01.  Master Servicer to Act as Master Servicer......................70
SECTION 3.02.  Collection of Certain Mortgage Loan Payments...................72
SECTION 3.03.  [Reserved].....................................................73
SECTION 3.04.  Collection Account, Escrow Account and Distribution Account.     
                ..............................................................73
SECTION 3.05.  Permitted Withdrawals From the Collection Account, Escrow        
               Account and Distribution Account...............................77
SECTION 3.06.  Investment of Funds in the Collection Account, the Escrow        
               Account, the REO Account and the Distribution Account..........80

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SECTION                                                                     PAGE
-------                                                                     ----

SECTION 3.07.  Payment of Taxes, Insurance and Other Charges..................81
SECTION 3.08.  Maintenance of Hazard Insurance................................82
SECTION 3.09.  Maintenance of Mortgage Blanket Insurance......................82
SECTION 3.10.  Fidelity Bond; Errors and Omissions Insurance..................83
SECTION 3.11.  Enforcement of Due-On-Sale Clauses; Assumption Agreements.       
                ..............................................................83
SECTION 3.12.  Realization Upon Defaulted Mortgage Loans......................84
SECTION 3.13.  Title, Management and Disposition of REO Property..............86
SECTION 3.14.  [Reserved].....................................................89
SECTION 3.15.  Reports of Foreclosure and Abandonment of Mortgaged              
               Properties.....................................................89
SECTION 3.16.  Optional Purchase of Defaulted Mortgage Loans..................89
SECTION 3.17.  Trustee to Cooperate; Release of Mortgage Files................90
SECTION 3.18.  Servicing Compensation.........................................91
SECTION 3.19.  Statement as to Compliance.....................................92
SECTION 3.20.  Independent Public Accountants' Servicing Report...............92
SECTION 3.21.  Access to Certain Documentation................................93
SECTION 3.22.  [Reserved].....................................................93
SECTION 3.23.  Advance Facility...............................................93

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.  Distributions..................................................96
SECTION 4.02.  Statements to Certificateholders..............................107
SECTION 4.03.  Remittance Reports and Other Reports to the Trustee; Advances;   
               Payments in Respect of Prepayment Interest Shortfalls.........111
SECTION 4.04.  Allocation of Realized Losses.................................113
SECTION 4.05.  Compliance with Withholding Requirements......................115
SECTION 4.06.  Commission Reporting..........................................115
SECTION 4.07.  [Reserved]....................................................116
SECTION 4.08.  [Reserved]....................................................117
SECTION 4.09.  [Reserved]....................................................117
SECTION 4.10   Net WAC Rate Carryover Reserve Account........................117

 ARTICLE V

THE CERTIFICATES

SECTION 5.01.  The Certificates..............................................119
SECTION 5.02.  Registration of Transfer and Exchange of Certificates.........121
SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates.............126
SECTION 5.04.  Persons Deemed Owners.........................................126

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SECTION                                                                     PAGE
-------                                                                     ----

SECTION 5.05.  Certain Available Information.................................126

ARTICLE VI

 THE DEPOSITOR AND THE MASTER SERVICER

SECTION 6.01.  Liability of the Depositor and the Master Servicer............128
SECTION 6.02.  Merger or Consolidation of the Depositor or the Master           
               Servicer......................................................128
SECTION 6.03.  Limitation on Liability of the Depositor, the Master             
               Servicer and Others...........................................128
SECTION 6.04.  Limitation on Resignation of the Master Servicer..............129
SECTION 6.05.  Rights of the Depositor in Respect of the Master Servicer.....130
SECTION 6.06.  Sub-Servicing Agreements Between the Master Servicer and         
               Sub-Servicers.................................................130
SECTION 6.07.  Successor Sub-Servicers.......................................132
SECTION 6.08.  Liability of the Master Servicer..............................132
SECTION 6.09.  No Contractual Relationship Between Sub-Servicers and            
               the NIMS Insurer, the Trustee or Certificateholders...........132
SECTION 6.10.  Assumption or Termination of Sub-Servicing Agreements            
               by Trustee....................................................133
SECTION 6.11.  Sub-Servicing Accounts........................................133

           ARTICLE VII

           DEFAULT

SECTION 7.01.  Master Servicer Events of Default.............................134
SECTION 7.02.  Trustee to Act; Appointment of Successor......................136
SECTION 7.03.  Notification to Certificateholders............................138
SECTION 7.04.  Waiver of Master Servicer Events of Default...................138

          ARTICLE VIII

          CONCERNING THE TRUSTEE

SECTION 8.01.  Duties of Trustee.............................................139
SECTION 8.02.  Certain Matters Affecting the Trustee.........................140
SECTION 8.03.  The Trustee Not Liable for Certificates or Mortgage Loans.....141
SECTION 8.04.  Trustee May Own Certificates..................................142
SECTION 8.05.  Trustee's Fees and Expenses...................................142
SECTION 8.06.  Eligibility Requirements for Trustee..........................142
SECTION 8.07.  Resignation and Removal of the Trustee........................143
SECTION 8.08.  Successor Trustee.............................................143

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SECTION                                                                     PAGE
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SECTION 8.09.   Merger or Consolidation of Trustee...........................144
SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee................144
SECTION 8.11.   Appointment of Custodians....................................145
SECTION 8.12.   Appointment of Office or Agency..............................146
SECTION 8.13.   Representations and Warranties of the Trustee................146

ARTICLE IX

 TERMINATION

SECTION 9.01    Termination Upon Repurchase or Liquidation of All               
                Mortgage Loans...............................................147
SECTION 9.02    Additional Termination Requirements..........................149

 ARTICLE X

REMIC PROVISIONS

SECTION 10.01.  REMIC Administration.........................................150
SECTION 10.02.  Prohibited Transactions and Activities.......................152
SECTION 10.03.  Master Servicer and Trustee Indemnification..................153

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01.  Amendment....................................................154
SECTION 11.02.  Recordation of Agreement; Counterparts.......................155
SECTION 11.03.  Limitation on Rights of Certificateholders...................155
SECTION 11.04.  Governing Law................................................156
SECTION 11.05.  Notices......................................................156
SECTION 11.06.  Severability of Provisions...................................157
SECTION 11.07.  Notice to Rating Agencies and the NIMS Insurer...............157
SECTION 11.08.  Article and Section References...............................158
SECTION 11.09.  Grant of Security Interest...................................158
SECTION 11.10   Third Party Rights...........................................159

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EXHIBITS                                                                        

Exhibit A-1    Form of Class AV-1 Certificate                                   
Exhibit A-2    Form of Class AV-2 Certificate                                   
Exhibit A-3    Form of Class AF-1 Certificate                                   
Exhibit A-4    Form of Class AF-2 Certificate                                   
Exhibit A-5    Form of Class AF-3 Certificate                                   
Exhibit A-6    Form of Class AF-4 Certificate                                   
Exhibit A-7    Form of Class AF-5 Certificate                                   
Exhibit A-8    Form of Class AF-6 Certificate                                   
Exhibit A-9    Form of Class M-1 Certificate                                    
Exhibit A-10   Form of Class M-2 Certificate                                    
Exhibit A-11   Form of Class M-3 Certificate                                    
Exhibit A-12   Form of Class M-4 Certificate                                    
Exhibit A-13   Form of Class M-5 Certificate                                    
Exhibit A-14   Form of Class MV-6 Certificate                                   
Exhibit A-15   Form of Class MF-6 Certificate                                   
Exhibit A-16   Form of Class CE Certificate                                     
Exhibit A-17   Form of Class P Certificate                                      
Exhibit A-18   Form of Class R Certificate                                      
Exhibit A-19   Form of Class R-X Certificate                                    
Exhibit B      Form of Lost Note Affidavit                                      
Exhibit C-1    Form of Trustee's Initial Certification                          
Exhibit C-2    Form of Trustee's Final Certification                            
Exhibit C-3    Form of Trustee's Receipt of Mortgage Note                       
Exhibit D      Form of Mortgage Loan Purchase Agreement                         
Exhibit E      Request for Release                                              
Exhibit F-1    Form of Transferor Representation Letter and Form of Transferee  
           Representation Letter in Connection with Transfer of Class CE
               and Class P Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2    Form of Transfer Affidavit and Agreement and Form of Transferor  
            Affidavit in Connection with Transfer of Residual Certificates
Exhibit G      Form of Certification with respect to ERISA and the Code         
Exhibit H      Form of Cap Contracts                                            
Exhibit I      Loss Mitigation Action Plan                                      
Exhibit J-1    Form of Certification to Be Provided by the Depositor with       
Form 10-K                                         
Exhibit J-2    Form of Certification to Be Provided to Depositor by the Trustee 
Exhibit K      [Reserved]                                                       
Exhibit L      [Reserved]                                                       
Exhibit M      Annual Statement of Compliance pursuant to Section 3.19          

Schedule 1     Mortgage Loan Schedule                                           
Schedule 2     Prepayment Charge Schedule                                       

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                This Pooling and Servicing Agreement, is dated and effective
as of October 1, 2003, among ARGENT SECURITIES INC., as Depositor, AMERIQUEST   
MORTGAGE COMPANY, as Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY,  
as Trustee.                                                                     

PRELIMINARY STATEMENT:

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

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 REMIC I
 -------

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

                   REMIC I                 Initial             Latest Possible
Designation     Remittance Rate      Uncertificated Balance     Maturity Date(1)
-----------     ---------------      ----------------------     ----------------
I-LTAA          Variable(2)            $735,000,243.02        December 2033 
I-LTAV1         Variable(2)            $  4,129,800.00        December 2033 
I-LTAV2         Variable(2)            $  1,028,640.00        December 2033 
I-LTAF1         Variable(2)            $    267,300.00        December 2033 
I-LTAF2         Variable(2)            $    142,990.00        December 2033 
I-LTAF3         Variable(2)            $    163,755.00        December 2033 
I-LTAF4         Variable(2)            $     98,470.00        December 2033 
I-LTA5          Variable(2)            $     74,685.00        December 2033 
I-LTAF6         Variable(2)            $    131,860.00        December 2033 
I-LTM1          Variable(2)            $    468,750.00        December 2033 
I-LTM2          Variable(2)            $    375,000.00        December 2033 
I-LTM3          Variable(2)            $    131,250.00        December 2033 
I-LTM4          Variable(2)            $     93,750.00        December 2033 
I-LTM5          Variable(2)            $     93,750.00        December 2033 
I-LTMV6         Variable(2)            $     43,750.00        December 2033 
I-LTMF6         Variable(2)            $     50,000.00        December 2033 
I-LTZZ          Variable(2)            $  7,706,254.96        December 2033 
I-LTP          Variable(2)            $        100.00        December 2033
I-1SUB          Variable(2)            $     20,007.76        December 2033 
I-1GRP          Variable(2)            $    102,603.76        December 2033 
I-2SUB          Variable(2)            $      4,983.45        December 2033 
I-2GRP          Variable(2)            $     25,556.25        December 2033 
I-3SUB          Variable(2)            $      4,258.85        December 2033 
I-3GRP          Variable(2)            $     21,840.05        December 2033 
I-XX           Variable(2)            $749,820,997.86        December 2033
________________                                                                
(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury     
       regulations, the Distribution Date immediately following the maturity
   date for the Mortgage Loan with the latest maturity date has been
    designated as the "latest possible maturity date" for each REMIC I
Regular Interest.                                             
(2)      Calculated in accordance with the definition of "REMIC I Remittance    
Rate" herein.                                                 

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REMIC II

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

                         Initial Aggregate
                                                Certificate      Latest Possible
   Designation         Pass-Through Rate    Principal Balance   Maturity Date(1)
-----------------   ----------------------  -----------------   ----------------
  Class AV-1           Variable(2)         $825,960,000.00     December 2033
  Class AV-2           Variable(2)         $205,728,000.00     December 2033
  Class AF-1           Variable(2)         $ 53,460,000.00     December 2033
  Class AF-2       2.800% per annum(3)     $ 28,598,000.00     December 2033
  Class AF-3       3.500% per annum(3)     $ 32,751,000.00     December 2033
  Class AF-4      4.660% per annum(3)(4)   $ 19,694,000.00     December 2033
  Class AF-5      5.850% per annum(3)(4)   $ 14,937,000.00     December 2033
  Class AF-6      5.030% per annum(3)(4)   $ 26,372,000.00     December 2033
  Class M-1            Variable(2)         $ 93,750,000.00     December 2033
  Class M-2            Variable(2)         $ 75,000,000.00     December 2033
  Class M-3            Variable(2)         $ 26,250,000.00     December 2033
  Class M-4            Variable(2)         $ 18,750,000.00     December 2033
  Class M-5            Variable(2)         $ 18,750,000.00     December 2033
  Class MV-6           Variable(2)         $  8,750,000.00     December 2033
  Class MF-6      5.850% per annum(3)(4)   $ 10,000,000.00     December 2033
Class CE Interest        Variable(5)         $ 41,250,495.95     December 2033  
Class P Interest           N/A(6)           $        100.00     December 2033 
________________                                                                
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury         
    regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
the "latest possible maturity date" for each Class of Certificates.   
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  Subject to the related Net WAC Pass-Through Rate.                          
(4)  Subject to increase in accordance with the definition of "Pass-Through     
Rate" herein.                                                         
(5)  The Class CE Interest will accrue interest at its variable Pass-Through    
    Rate on the Notional Amount of the Class CE Interest outstanding from time
     to time which shall equal the Uncertificated Balance of the REMIC I Regular
Interests. The Class CE Interest will not accrue interest on its      
Uncertificated Balance.                                               
(6)  The Class P Interest will not accrue interest.                             

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 REMIC III
 ---------

             As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class CE Interest as a    
REMIC for federal income tax purposes, and such segregated pool of assets will  
be designated as "REMIC III." The Class R-III Interest represents the sole class
of "residual interests" in REMIC III for purposes of the REMIC Provisions.      

           The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance 
for the indicated Class of Certificates that represents a "regular interest" in 
REMIC III created hereunder:                                                    

                       Initial Aggregate
                                             Certificate       Latest Possible
  Class Designation    Pass-Through Rate   Principal Balance    Maturity Date(1)
---------------------  -----------------   -----------------    ----------------
Class CE Certificates     Variable(2)       $  41,250,495.95    December 2033   
_______________                                                                 
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury         
    regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
the "latest possible maturity date" for the Class CE Certificates.    
(2)  The Class CE Certificates will receive 100% of amounts received in respect 
of the Class CE Interest.                                             

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REMIC IV
--------

     As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class P Interest as a REMIC for     
federal income tax purposes, and such segregated pool of assets will be         
designated as "REMIC IV." The Class R-IV Interest represents the sole class of  
"residual interests" in REMIC IV for purposes of the REMIC Provisions.          

      The following table sets forth (or describes) the Class designation,
Pass-Through Rate and Original Class Certificate Principal Balance for the      
indicated Class of Certificates that represents a "regular interest" in REMIC IV
created hereunder:                                                              

                         Initial Aggregate
                                              Certificate      Latest Possible
  Class Designation    Pass-Through Rate    Principal Balance   Maturity Date(1)
--------------------   -----------------    -----------------   ----------------
Class P Certificates      Variable(2)          $100.00           December 2033  
_______________                                                                 
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury         
    regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
the "latest possible maturity date" for the Class P Certificates.     
(2)  The Class P Certificates will receive 100% of amounts received in respect  
of the Class P Interest.                                              

             As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $1,026,037,610.05, the Group II  
Mortgage Loans had an aggregate Scheduled Principal Balance equal to            
$255,562,465.72 and the Group III Mortgage Loans had an aggregate Scheduled     
Principal Balance equal to $218,400,520.18.                                     

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

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 ARTICLE I

 DEFINITIONS

SECTION 1.01. Defined Terms.                

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

                "Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest Accrual
Period at the Pass-Through Rate for such Certificate for such Distribution Date 
on the Certificate Principal Balance, in the case of the Class A Certificates   
and the Mezzanine Certificates, or on the Notional Amount, in the case of the   
Class CE Certificates, of such Certificate immediately prior to such            
Distribution Date. The Class P Certificates are not entitled to distributions in
respect of interest and, accordingly, will not accrue interest. All             
distributions of interest on the Adjustable-Rate Certificates will be calculated
on the basis of a 360-day year and the actual number of days in the applicable  
Interest Accrual Period. All distributions of interest on Fixed-Rate            
Certificates and the Class CE Certificates will be based on a 360-day year      
consisting of twelve 30-day months. Accrued Certificate Interest with respect to
each Distribution Date, as to any Class A Certificate, Mezzanine Certificate or 
Class CE Certificate, shall be reduced by an amount equal to the portion        
allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a) 
the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date 
to the extent not covered by payments pursuant to Section 4.03(e) or allocated  
to the Class CE Certificates and (b) the aggregate amount of any Relief Act     
Interest Shortfall, if any, for such Distribution Date not allocated to the     
Class CE Certificates pursuant to Section 1.02. In addition, Accrued Certificate
Interest with respect to each Distribution Date, as to any Class CE Certificate,
shall be reduced by an amount equal to the portion allocable to such Class CE   
Certificate of Realized Losses, if any, pursuant to Section 4.04 hereof.        

                  "Adjustable-Rate Certificates": The Class AV Certificates, the
Class AF-1 Certificates and the Mezzanine Certificates (other than the Class    
MF-6 Certificates).                                                             

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

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

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           "Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer or a successor Master Servicer in respect of
any Distribution Date representing the aggregate of all payments of principal   
and interest, net of the Servicing Fee, that were due during the related Due    
Period on the Mortgage Loans and that were delinquent on the related            
Determination Date, plus certain amounts representing assumed payments not      
covered by any current net income on the Mortgaged Properties acquired by       
foreclosure or deed in lieu of foreclosure as determined pursuant to Section    
4.03.                                                                           

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

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

         "Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any   
Realized Losses allocated to such Class of Certificates on such Distribution    
Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining unpaid from the previous Distribution Date.              

          "Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations applicable       
thereto.                                                                        

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,   
the mortgage recordation information which has not been returned by the         
applicable recorder's office and/or the assignee's name), which is sufficient   
under the laws of the jurisdiction wherein the related Mortgaged Property is    
located to reflect of record the sale of the Mortgage.                          

                "Available Funds": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in   
the Collection Account and Distribution Account as of the close of business on  
the related Determination Date, (b) the aggregate of any amounts received in    
respect of an REO Property withdrawn from any REO Account and deposited in the  
Distribution Account for such Distribution Date pursuant to Section 3.13, (c)   
the aggregate of any amounts deposited in the Distribution Account by the Master
Servicer in respect of Prepayment Interest Shortfalls for such Distribution Date
pursuant to Section 4.03(e), (d) the aggregate of any Advances made by the      
Master Servicer for such Distribution Date pursuant to Section 4.03 and (e) the 
aggregate of any Advances made by the successor Master Servicer or the Trustee  
for such Distribution Date pursuant to Section 7.02(b), reduced (to not less    
than zero) by (2) the sum of (x) the portion of the amount described in clause  
(1)(a) above that represents (i) Monthly Payments on the Mortgage Loans received
from a Mortgagor on or prior to the Determination Date but due during any Due   
Period subsequent to the related Due Period, (ii) Principal Prepayments on the  
Mortgage Loans received after the related Prepayment Period (together with any  
interest                                                                        

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payments received with such Principal Prepayments to the extent they represent  
the payment of interest accrued on the Mortgage Loans during a period subsequent
to the end of the prior calendar month), (iii) Liquidation Proceeds and         
Insurance Proceeds received in respect of the Mortgage Loans after the related  
Prepayment Period, (iv) amounts reimbursable or payable to the Depositor, the   
Master Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to Section
3.05 or Section 3.06 or otherwise payable in respect of Extraordinary Trust Fund
Expenses, (v) Stayed Funds, (vi) the Trustee Fee payable from the Distribution  
Account pursuant to Section 8.05, (vii) amounts deposited in the Collection     
Account or the Distribution Account in error and (viii) the amount of any       
Prepayment Charges collected by the Master Servicer and the amount of any Master
Servicer Prepayment Charge Payment Amounts and (y) amounts reimbursable to the  
Trustee for an advance made pursuant to Section 7.02(b) which advance the       
Trustee has determined to be nonrecoverable from the Stayed Funds in respect of 
which it was made.                                                              

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

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

               "Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates   
will be the Class A Certificates and the Mezzanine Certificates.                

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

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

               "Cap Contracts": Collectively, the Class AV-1 Cap Contract,
the Class AV-2 Cap Contract and the Mezzanine Cap Contract.                     

          "Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 2003-W5, Class AV-1, Class AV-2, Class AF-1,  
Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class M-1, Class    
M-2, Class M-3, Class M-4, Class M-5, Class MV-6, Class MF- 6, Class CE, Class P
and Class R, issued under this Agreement.                                       

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

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aggregate Certificate Principal Balance (or the Notional Amount, in the case of 
the Class CE Certificates) of such Class of Certificates as of the Closing Date.

               "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a            
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely for the purposes of  
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or the Master Servicer or any Affiliate thereof shall be  
deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of    
Voting Rights necessary to effect any such consent has been obtained, except as 
otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may       
conclusively rely upon a certificate of the Depositor or the Master Servicer in 
determining whether a Certificate is held by an Affiliate thereof. All          
references herein to "Holders" or "Certificateholders" shall reflect the rights 
of Certificate Owners as they may indirectly exercise such rights through the   
Depository and participating members thereof, except as otherwise specified     
herein; provided, however, that the Trustee and the NIMS Insurer shall be       
required to recognize as a "Holder" or "Certificateholder" only the Person in   
whose name a Certificate is registered in the Certificate Register.             

             "Certificate Margin": With respect to the Adjustable-Rate
Certificates and, for purposes of the Marker Rate, the specified REMIC II       
Regular Interest, as follows:                                                   

Class          REMIC II Regular Interest              Certificate Margin
 -----     ----------------------------------        ---------------------
                                                     (1) (%)       (2) (%)
AV-1      REMIC II Regular Interest II-LTAV1         0.400         0.800
AV-2      REMIC II Regular Interest II-LTAV2         0.380         0.760
AF-1      REMIC II Regular Interest II-LTAF1         0.160         0.160
 M-1      REMIC II Regular Interest II-LTM1          0.700         1.050
 M-2      REMIC II Regular Interest II-LTM2          1.850         2.775
 M-3      REMIC II Regular Interest II-LTM3          2.250         3.375
 M-4      REMIC II Regular Interest II-LTM4          3.750         5.625
 M-5      REMIC II Regular Interest II-LTM5          3.750         5.625
MV-6      REMIC II Regular Interest II-LTMV6         3.750         5.625
____________                                
(1)      For each Distribution Date through and including the Optional  
Termination Date.                                     
(2)      For each Distribution Date thereafter.                         

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

                 "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of     
determination, the Certificate Principal Balance of such Certificate on the     
Distribution Date immediately prior to such date of determination, minus all    
distributions allocable to principal made thereon and in the case of a Mezzanine
Certificate, Realized Losses allocated thereto on such immediately prior        
Distribution Date (or, in the case of any date of determination up to and       
including the first Distribution Date, the initial Certificate Principal        

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Balance of such Certificate, as stated on the face thereof). With respect to    
each Class CE Certificate as of any date of determination, an amount equal to   
the Percentage Interest evidenced by such Certificate times the excess, if any, 
of (A) the then aggregate Uncertificated Balances of the REMIC I Regular        
Interests over (B) the then aggregate Certificate Principal Balances of the     
Class A Certificates, the Mezzanine Certificates and the Class P Certificates   
then outstanding.                                                               

           "Certificate Register" and "Certificate Registrar": The
register maintained and the registrar appointed pursuant to Section 5.02.       

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

                  "Class A Certificate": Any one of the Class AV Certificates or
the Class AF Certificates.                                                      

                "Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Class AV-1 Principal   
Distribution Amount, (ii) the Class AV-2 Principal Distribution Amount and (iii)
the Class AF Principal Distribution Amount.                                     

                  "Class AF Allocation Percentage": With respect to the Class AF
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group III Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance  
Amount for such Distribution Date.                                              

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

                "Class AF Principal Distribution Shortfall": With respect to
any Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is in
effect, the excess of (i) the aggregate Class AF Certificate Principal Balance  
over (ii) the Group III Principal Distribution Amount and (b) on or after the   
Stepdown Date and if a Trigger Event is not in effect, the excess of (i) the    
Class AF Principal Distribution Amount over (ii) the Group III Principal        
Distribution Amount, in either case, not less then zero.                        

               "Class AF Shortfall Allocation Percentage": With respect to
any Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Class AF Principal Distribution Shortfall for such Distribution
Date and the denominator of which is (y) the Senior Principal Distribution      
Shortfall for such Distribution Date.                                           

       "Class AF-1 Certificate": Any one of the Class AF-1
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-3  
and evidencing a Regular Interest in REMIC II for purposes of the REMIC         
Provisions.                                                                     

       "Class AF-2 Certificate": Any one of the Class AF-2
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form                                

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annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II for 
purposes of the REMIC Provisions.                                               

       "Class AF-3 Certificate": Any one of the Class AF-3
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5  
and evidencing a Regular Interest in REMIC II for purposes of the REMIC         
Provisions.                                                                     

       "Class AF-4 Certificate": Any one of the Class AF-4
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-6  
and evidencing a Regular Interest in REMIC II for purposes of the REMIC         
Provisions.                                                                     

       "Class AF-5 Certificate": Any one of the Class AF-5
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-7  
and evidencing a Regular Interest in REMIC II for purposes of the REMIC         
Provisions.                                                                     

       "Class AF-6 Certificate": Any one of the Class AF-6
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-8  
and evidencing a Regular Interest in REMIC II for purposes of the REMIC         
Provisions.                                                                     

                "Class AF Principal Distribution Amount" With respect to any
Distribution Date an amount, not less than zero, equal to the excess of (x) the 
aggregate Certificate Principal Balance of the Class AF Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
61.00% and (ii) the aggregate Stated Principal Balance of the Group III Mortgage
Loans as of the last day of the related Due Period (after giving effect to      
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during  
the related Prepayment Period) and (B) the aggregate Stated Principal Balance of
the Group III Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due     
Period, to the extent received or advanced, and unscheduled collections of      
principal received during the related Prepayment Period) minus $1,092,003.      

                "Class AV Certificates": The Class AV-1 Certificates and the
Class AV-2 Certificates.                                                        

                 "Class AV-1 Allocation Percentage": With respect to the Class
AV-1 Certificates and any Distribution Date, the percentage equivalent of a     
fraction, the numerator of which is (x) the Group I Principal Remittance Amount 
for such Distribution Date and the denominator of which is (y) the Principal    
Remittance Amount for such Distribution Date.                                   

                "Class AV-1 Cap Contract": The cap contract between Deutsche
Bank National Trust Company, as Trustee and the counterparty thereunder, which  
is for the benefit of the Holders of the Class AV-1 Certificates, a form of     
which is attached hereto as Exhibit H.                                          

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                  "Class AV-1 Principal Distribution Amount" With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
Certificate Principal Balance of the Class AV-1 Certificates immediately prior  
to such Distribution Date over (y) the lesser of (A) the product of (i) 61.00%  
and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled     
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Group I Mortgage Loans as of the last day of the related Due Period (after      
giving effect to scheduled payments of principal due during the related Due     
Period, to the extent received or advanced, and unscheduled collections of      
principal received during the related Prepayment Period) minus $5,130,188.      

                  "Class AV-1 Principal Distribution Shortfall": With respect to
any Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is in
effect, the excess of (i) the aggregate Certificate Principal Balance of the    
Class AV-1 Certificates over (ii) the Group I Principal Distribution Amount and 
(b) on or after the Stepdown Date and if a Trigger Event is not in effect, the  
excess of (i) the Class AV-1 Principal Distribution Amount over (ii) the Group I
Principal Distribution Amount, in either case, not less then zero.              

                 "Class AV-1 Shortfall Allocation Percentage": With respect to
any Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Class AV-1 Principal Distribution Shortfall for such           
Distribution Date and the denominator of which is (y) the Senior Principal      
Distribution Shortfall for such Distribution Date.                              

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

                 "Class AV-2 Allocation Percentage": With respect to the Class
AV-2 Certificates and any Distribution Date, the percentage equivalent of a     
fraction, the numerator of which is (x) the Group II Principal Remittance Amount
for such Distribution Date and the denominator of which is (y) the Principal    
Remittance Amount for such Distribution Date.                                   

                "Class AV-2 Cap Contract": The cap contract between Deutsche
Bank National Trust Company, as Trustee and the counterparty thereunder, which  
is for the benefit of the Holders of the Class AV-2 Certificates, a form of     
which is attached hereto as Exhibit H.                                          

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

                  "Class AV-2 Principal Distribution Amount" With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
Certificate Principal Balance of the Class AV-2 Certificates immediately prior  
to such Distribution Date over (y) the lesser of (A) the product                

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of (i) 61.00% and (ii) the aggregate Stated Principal Balance of the Group II   
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period) and (B) the aggregate Stated Principal    
Balance of the Group II Mortgage Loans as of the last day of the related Due    
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) minus   
$1,277,812.                                                                     

                  "Class AV-2 Principal Distribution Shortfall": With respect to
any Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is in
effect, the excess of (i) the Class AV-2 Certificate Principal Balance over (ii)
the Group II Principal Distribution Amount and (b) on or after the Stepdown Date
and if a Trigger Event is not in effect, the excess of (i) the Class AV-2       
Principal Distribution Amount over (ii) the Group II Principal Distribution     
Amount, in either case, not less then zero.                                     

                 "Class AV-2 Shortfall Allocation Percentage": With respect to
any Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Class AV-2 Principal Distribution Shortfall for such           
Distribution Date and the denominator of which is (y) the Senior Principal      
Distribution Shortfall for such Distribution Date.                              

                "Class CE Certificate": Any one of the Class CE Certificates
executed, authenticated and delivered by the Trustee, substantially in the form 
annexed hereto as Exhibit A-16 and evidencing a Regular Interest in REMIC III   
for purposes of the REMIC Provisions.                                           

                "Class CE Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class CE Certificates, 
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions. 

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-9 and          
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions. 

                  "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates (after      
taking into account the payment of the Class A Principal Distribution Amount on 
such Distribution Date), and (ii) the Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 73.50% and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to 
the extent received or advanced, and unscheduled collections of principal       
received during the related Prepayment Period) and (B) the aggregate Stated     
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or                                   

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advanced, and unscheduled collections of principal received during the related  
Prepayment Period) minus $7,500,003.                                            

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-10 and         
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions. 

                  "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates (after      
taking into account the payment of the Class A Principal Distribution Amount on 
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal  
Distribution Amount on such Distribution Date) and (iii) the Certificate        
Principal Balance of the Class M-2 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 83.50% and (ii) 
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day 
of the related Due Period (after giving effect to scheduled payments of         
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as 
of the last day of the related Due Period (after giving effect to scheduled     
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) minus $7,500,003.                                    

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-11 and         
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions. 

                  "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates (after      
taking into account the payment of the Class A Principal Distribution Amount on 
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal  
Distribution Amount on such Distribution Date), (iii) the Certificate Principal 
Balance of the Class M-2 Certificates (after taking into account the payment of 
the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) 
the Certificate Principal Balance of the Class M-3 Certificates immediately     
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
87.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as 
of the last day of the related Due Period (after giving effect to scheduled     
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period) minus $7,500,003.                         

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                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-12 and         
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions. 

                  "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates (after      
taking into account the payment of the Class A Principal Distribution Amount on 
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal  
Distribution Amount on such Distribution Date), (iii) the Certificate Principal 
Balance of the Class M-2 Certificates (after taking into account the payment of 
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into  
account the payment of the Class M-3 Principal Distribution Amount on such      
Distribution Date), and (v) the Certificate Principal Balance of the Class M-4  
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) 89.50% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving   
effect to scheduled payments of principal due during the related Due Period, to 
the extent received or advanced, and unscheduled collections of principal       
received during the related Prepayment Period) and (B) the aggregate Stated     
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) minus   
$7,500,003.                                                                     

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-13 and         
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions. 

                  "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates (after      
taking into account the payment of the Class A Principal Distribution Amount on 
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal  
Distribution Amount on such Distribution Date), (iii) the Certificate Principal 
Balance of the Class M-2 Certificates (after taking into account the payment of 
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into  
account the payment of the Class M-3 Principal Distribution Amount on such      
Distribution Date), (v) the Certificate Principal Balance of the Class M-4      
Certificates (after taking into account the payment of the Class M-4 Principal  
Distribution Amount on such Distribution Date) and (vi) the Certificate         
Principal Balance of the Class M-5 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 92.00% and (ii) 
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day 
of the related Due Period (after giving effect to scheduled payments of         
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as 
of the last day of                                                              

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the related Due Period (after giving effect to scheduled payments of principal  
due during the related Due Period, to the extent received or advanced, and      
unscheduled collections of principal received during the related Prepayment     
Period) minus $7,500,003.                                                       

                  "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates (after      
taking into account the payment of the Class A Principal Distribution Amount on 
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal  
Distribution Amount on such Distribution Date), (iii) the Certificate Principal 
Balance of the Class M-2 Certificates (after taking into account the payment of 
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into  
account the payment of the Class M-3 Principal Distribution Amount on such      
Distribution Date), (v) the Certificate Principal Balance of the Class M-4      
Certificates (after taking into account the payment of the Class M-4 Principal  
Distribution Amount on such Distribution Date), (vi) the Certificate Principal  
Balance of the Class M-5 Certificates (after taking into account the payment of 
the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii)
the aggregate Certificate Principal Balance of the Class MV-6 Certificates and  
the Class MF-6 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 94.50% and (ii) the aggregate Stated       
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) and (B) 
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day 
of the related Due Period (after giving effect to scheduled payments of         
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) minus $7,500,003.                                                       

       "Class MV-6 Certificate": Any one of the Class MV-6
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-14 
and evidencing a Regular Interest in REMIC II for purposes of the REMIC         
Provisions.                                                                     

       "Class MF-6 Certificate": Any one of the Class MF-6
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-15 
and evidencing a Regular Interest in REMIC II for purposes of the REMIC         
Provisions.                                                                     

              "Class P Certificate": Any one of the Class P Certificates
executed, authenticated and delivered by the Trustee, substantially in the form 
annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC IV for
purposes of the REMIC Provisions.                                               

               "Class P Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class P Certificates,  
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions. 

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              "Class R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by the Trustee, substantially in the form 
annexed hereto as Exhibit A-18 and evidencing the ownership of the Class R-I    
Interest and the Class R-II Interest.                                           

                "Class R-X Certificate": The Class R-X Certificate executed,
authenticated and delivered by the Trustee, substantially in the form annexed   
hereto as Exhibit A-19 and evidencing the ownership of the Class R-III Interest 
and the Class R-IV Interest.                                                    

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

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

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

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

"Closing Date": October 8, 2003.            

"Code":  The Internal Revenue Code of 1986. 

             "Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a), which shall be   
entitled "Ameriquest Mortgage Company, as Master Servicer for Deutsche Bank     
National Trust Company, as Trustee, in trust for the registered holders of      
Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2003-W5."
The Collection Account must be an Eligible Account.                             

         "Commission": The Securities and Exchange Commission.

                  "Compensating Interest": As defined in Section 4.03(e) hereof.

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

              "Corresponding Certificate": With respect to each REMIC II
Regular Interest, as follows:                                                   

             REMIC I Regular Interest            Class
         --------------------------------         ------
        REMIC I Regular Interest I-LTAV1          AV-1
        REMIC I Regular Interest I-LTAV2          AV-2
        REMIC I Regular Interest I-LTAF1          AF-1
        REMIC I Regular Interest I-LTAF2          AF-2
        REMIC I Regular Interest I-LTAF3          AF-3
        REMIC I Regular Interest I-LTAF4          AF-4
        REMIC I Regular Interest I-LTAF5          AF-5

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        REMIC I Regular Interest I-LTAF6          AF-6
        REMIC I Regular Interest I-LTM1            M-1
        REMIC I Regular Interest I-LTM2            M-2
        REMIC I Regular Interest I-LTM3            M-3
        REMIC I Regular Interest I-LTM4            M-4
        REMIC I Regular Interest I-LTM5            M-5
        REMIC I Regular Interest I-LTMV6          MV-6
        REMIC I Regular Interest I-LTMF6          MF-6
       REMIC I Regular Interest I-LTP              P

               "Credit Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction, calculated after taking into account   
distributions of principal on the Mortgage Loans and distribution of the Group I
Principal Distribution Amount, the Group II Principal Distribution Amount and   
the Group III Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date, the numerator of which is 
the aggregate Certificate Principal Balances of the Mezzanine Certificates and  
the Class CE Certificates, and the denominator of which is the aggregate Stated 
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period).        

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

               "Custodian": A Custodian, which shall initially be Deutsche
Bank National Trust Company.                                                    

                "Cut-off Date": With respect to any Mortgage Loan, the close
of business on the later of October 1, 2003 and the origination date of such    
mortgage loan. With respect to all Qualified Substitute Mortgage Loans, their   
respective dates of substitution. References herein to the "Cut-off Date," when 
used with respect to more than one Mortgage Loan, shall be to the respective    
Cut-off Dates for such Mortgage Loans.                                          

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

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

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

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

              "Delinquency Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the    
aggregate Stated Principal Balance of all Mortgage Loans as of the last day of  
the previous calendar month that, as of such last day of the previous calendar  
month, are 60 or more days delinquent (measured under the OTS delinquency       
calculation methodology), are in foreclosure, have been converted to REO        
Properties or have been discharged by reason of bankruptcy, and the denominator 
of which is the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as of the last day of the previous calendar month; provided, however,
that any Mortgage Loan purchased by the Master Servicer or the NIMS Insurer     
pursuant to Section 3.16 shall not be included in either the numerator or the   
denominator for purposes of calculating the Delinquency Percentage.             

                "Depositor": Argent Securities Inc., a Delaware corporation,
or its successor in interest.                                                   

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

                 "Depository Institution": Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the laws of the  
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding     
unsecured commercial paper or other short-term unsecured debt obligations that  
are rated P-1 by Moody's, F-1 by Fitch and A-1 by S&P (or comparable ratings if 
Moody's, Fitch and S&P are not the Rating Agencies).                            

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

                 "Determination Date": With respect to each Distribution Date,
the 10th day of the calendar month in which such Distribution Date occurs or, if
such 10th day is not a Business Day, the Business Day immediately preceding such
10th day.                                                                       

             "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or   
operation of such REO Property, the holding of such REO Property primarily for  
sale to customers, the performance of any construction work thereon or any use  
of such REO Property in a trade or business conducted by REMIC I other than     
through an Independent Contractor; provided, however, that the Trustee (or the  
Master Servicer on behalf of the Trustee) shall not be considered to Directly   
Operate an REO Property solely because the Trustee (or the Master Servicer on   
behalf of the Trustee) establishes rental terms, chooses                        

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tenants, enters into or renews leases, deals with taxes and insurance, or makes 
decisions as to repairs or capital expenditures with respect to such REO        
Property.                                                                       

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

                 "Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.04(e) which shall be        
entitled "Deutsche Bank National Trust Company, as Trustee, in trust for the    
registered holders of Argent Securities Inc., Asset-Backed Pass-Through         
Certificates, Series 2003-W5." The Distribution Account must be an Eligible     
Account.                                                                        

              "Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the next succeeding Business Day, commencing in 
November 2003.                                                                  

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

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

         "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution or trust company the short-term        
unsecured debt obligations of which are rated P-1 by Moody's, F-1 by Fitch and  
A-1+ by S&P (or comparable ratings if Moody's, Fitch and S&P are not the Rating 
Agencies) at the time any amounts are held on deposit therein, (ii) an account  
or accounts the deposits in which are fully insured by the FDIC or (iii) a trust
account or accounts maintained with the corporate trust department of a federal 
or state chartered depository institution or trust company acting in its        
fiduciary capacity. Eligible Accounts may bear interest.                        

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

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         "Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c).                                         

                  "Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by the Mortgagor with the mortgagee      
pursuant to a voluntary escrow agreement related to any Mortgage Loan.          

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

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

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

                 "Expense Adjusted Net Maximum Mortgage Rate": With respect to
any Mortgage Loan (or the related REO Property), as of any date of              
determination, a per annum rate of interest equal to the applicable Maximum     
Mortgage Rate (or the Mortgage Rate for such Mortgage Loan in the case of any   
Fixed-Rate Mortgage Loan) as of the first day of the month preceding the month  
in which the Distribution Date occurs minus the sum of (i) the Trustee Fee Rate 
and (ii) the Servicing Fee Rate.                                                

                "Extraordinary Trust Fund Expense": Any amounts reimbursable
to the Trustee, or any director, officer, employee or agent of the Trustee, from
the Trust Fund pursuant to Section 8.05, any amounts payable from the           
Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii) and  
any amounts payable by the Trustee for the recording of the assignments of      
mortgage pursuant to Section 2.01.                                              

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

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

                 "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property   
purchased by the Seller, the Depositor or the Master Servicer pursuant to or as 
contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a determination 
made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds   
and other payments or recoveries which the Master Servicer, in its reasonable   
good faith judgment, expects to be finally recoverable in respect thereof have  
been so recovered. The Master Servicer shall maintain records, prepared by a    
Servicing Officer, of each Final Recovery Determination made thereby.           

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

               "Fixed-Rate Certificates": The Class AF Certificates (other
than the Class AF-1 Certificates) and the Class MF-6 Certificates.              

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

               "Formula Rate": For any Distribution Date and each class of
Adjustable-Rate Certificates (other than the Class AF-1 Certificates), the      
lesser of (i) LIBOR plus the related Certificate Margin and (ii) the Maximum Cap
Rate. The Formula Rate for any Distribution Date and the Class AF-1 Certificates
shall equal LIBOR plus the related Certificate Margin.                          

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

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

               "Group I Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such Distribution    
Date that represents interest received or advanced on the Group I Mortgage      
Loans.                                                                          

             "Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I with a principal balance at origination that conforms to Freddie Mac and
Fannie Mae loan limits.                                                         

                "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment 
on the Group I Mortgage Loans due during the related Due Period, whether or not 
received on or prior to the related Determination Date; (ii) the Stated         
Principal Balance of any Group I Mortgage Loan that was purchased during the    
related Prepayment Period pursuant to or as contemplated by Section 2.03,       
Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited in the
Collection Account in connection with the substitution of a Deleted Mortgage    
Loan in Loan Group I pursuant to Section 2.03 during the related Prepayment     
Period; (iii) the principal portion of all other unscheduled collections        
(including, without limitation, Principal Prepayments, Insurance Proceeds,      
Liquidation Proceeds and REO Principal Amortization) received during the related
Prepayment Period on the Group I Mortgage Loans, net of any portion thereof that
represents a recovery of principal for which an advance was made by the Master  
Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date   
and (iv) the Class AV-1 Allocation Percentage of the amount of any              
Overcollateralization Increase Amount for such Distribution Date MINUS (v) the  
Class AV-1 Allocation Percentage of the amount of any Overcollateralization     
Reduction Amount for such Distribution Date.                                    

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              "Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group I Principal Distribution Amount.                     

                "Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such Distribution    
Date that represents interest received or advanced on the Group II Mortgage     
Loans.                                                                          

              "Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II with a principal balance at origination that may or may not conform to 
Freddie Mac and Fannie Mae loan limits.                                         

                 "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment 
on the Group II Mortgage Loans due during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the Stated         
Principal Balance of any Group II Mortgage Loan that was purchased during the   
related Prepayment Period pursuant to or as contemplated by Section 2.03,       
Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited in the
Collection Account in connection with the substitution of a Deleted Mortgage    
Loan in Loan Group II pursuant to Section 2.03 during the related Prepayment    
Period; (iii) the principal portion of all other unscheduled collections        
(including, without limitation, Principal Prepayments, Insurance Proceeds,      
Liquidation Proceeds and REO Principal Amortization) received during the related
Prepayment Period on the Group II Mortgage Loans, net of any portion thereof    
that represents a recovery of principal for which an advance was made by the    
Master Servicer pursuant to Section 4.03 in respect of a preceding Distribution 
Date and (iv) the Class AV-2 Allocation Percentage of the amount of any         
Overcollateralization Increase Amount for such Distribution Date MINUS (v) the  
Class AV-2 Allocation Percentage of the amount of any Overcollateralization     
Reduction Amount for such Distribution Date.                                    

               "Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group II Principal Distribution Amount.                    

               "Group III Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such Distribution    
Date that represents interest received or advanced on the Group III Mortgage    
Loans.                                                                          

               "Group III Mortgage Loan": An Adjustable-Rate Mortgage Loan
assigned to Loan Group III with a principal balance at origination that may or  
may not conform to Fannie Mae or Freddie Mac loan limits.                       

                  "Group III Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment 
on the Group III Mortgage Loans due during the related Due Period, whether or   
not received on or prior to the related Determination Date; (ii) the Stated     
Principal Balance of any Group III Mortgage Loan that was purchased during the  
related Prepayment Period pursuant to or as contemplated by Section 2.03,       
Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited in the
Collection Account in connection with the                                       

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substitution of a Deleted Mortgage Loan in Loan Group III pursuant to Section   
2.03 during the related Prepayment Period; (iii) the principal portion of all   
other unscheduled collections (including, without limitation, Principal         
Prepayments, Insurance Proceeds, Liquidation Proceeds and REO Principal         
Amortization) received during the related Prepayment Period on the Group III    
Mortgage Loans, net of any portion thereof that represents a recovery of        
principal for which an advance was made by the Master Servicer pursuant to      
Section 4.03 in respect of a preceding Distribution Date and (iv) the Class AF  
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date MINUS (vi) the Class AF Allocation Percentage of the 
amount of any Overcollateralization Reduction Amount for such Distribution Date.

                "Group III Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group III Principal Distribution Amount.                   

               "Indenture": An indenture relating to the issuance of notes
secured by all or a portion of the Class CE Certificates, the Class P           
Certificates and/or the Class R Certificates which may or may not be guaranteed 
by the NIMS Insurer.                                                            

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

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

               "Index": With respect to the Adjustable-Rate Mortgage Loans
and each related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar                                                  

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deposits in the London market as published in THE WALL STREET JOURNAL and as    
most recently available as of the first business day 45 days or more prior to   
such Adjustment Date, as specified in the related Mortgage Note.                

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

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

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

      "Interest Determination Date": With respect to the
Adjustable-Rate Certificates, and solely for purposes of calculating the Marker 
Rate, REMIC I Regular Interest I-LTAV1, REMIC I Regular Interest I-LTAV2, REMIC 
I Regular Interest I-LTAF1, REMIC I Regular Interest I-LTM1, REMIC I Regular    
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest      
I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular Interest I-LTMV6 and
any Interest Accrual Period therefor, the second London Business Day preceding  
the commencement of such Interest Accrual Period.                               

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

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

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                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final      
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage 
Loan is removed from REMIC I by reason of its being purchased, sold or replaced 
pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01.
With respect to any REO Property, either of the following events: (i) a Final   
Recovery Determination is made as to such REO Property; or (ii) such REO        
Property is removed from REMIC I by reason of its being purchased pursuant to   
Section 9.01.                                                                   

            "Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior 
to REO Disposition) received by the Master Servicer in connection with (i) the  
taking of all or a part of a Mortgaged Property by exercise of the power of     
eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage    
Loan through a trustee's sale, foreclosure sale or otherwise, or (iii) the      
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant 
to or as contemplated by Section 2.03, Section 3.13, Section 3.16(a) or Section 
9.01.                                                                           

                "Loan Group": Loan Group I, Loan Group II or Loan Group III,
as the context requires.                                                        

                 "Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.                 

                  "Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.                

               "Loan Group III": The group of Mortgage Loans identified in
the Mortgage Loan Schedule as having been assigned to Loan Group III.           

               "Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the Stated       
Principal Balance of the related Mortgage Loan at such date and the denominator 
of which is the Value of the related Mortgaged Property.                        

               "Lockout Certificate Percentage": With respect to the Class
AF-6 Certificates and any Distribution Date, the percentage equal to the        
Certificate Principal Balance of the Class AF-6 Certificates immediately prior  
to such Distribution Date divided by the aggregate Certificate Principal Balance
of the Class AF Certificates immediately prior to such Distribution Date.       

                "Lockout Distribution Percentage": With respect to the Class
AF-6 Certificates and any Distribution Date, the indicated percentage of the    
Lockout Certificate Percentage for such Distribution Date:                      

          DISTRIBUTION DATE OCCURRING IN        PERCENTAGE
        ----------------------------------      ----------
     November 2003 through October 2006        0.00%
      November 2006 through October 2008        45.00%
      November 2008 through October 2009        80.00%
      November 2009 through October 2010       100.00%

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      November 2010 and thereafter             300.00%

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

                  "Loss Mitigation Action Plan": The policies and procedures set
forth in Exhibit I hereto relating to the realization on delinquent Mortgage    
Loans, which are incorporated by reference into this Agreement shall be deemed a
part hereof.                                                                    

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced or        
destroyed and has not been replaced, an affidavit from the Seller certifying    
that the original Mortgage Note has been lost, misplaced or destroyed (together 
with a copy of the related Mortgage Note) and indemnifying the Trust Fund       
against any loss, cost or liability resulting from the failure to deliver the   
original Mortgage Note in the form of Exhibit B hereto.                         

                "Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average 
of the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAV1, REMIC I    
Regular Interest I-LTAV2, REMIC I Regular Interest I-LTAF1, REMIC I Regular     
Interest I-LTAF2, REMIC I Regular Interest I-LTAF3, REMIC I Regular Interest    
I-LTAF4, REMIC I Regular Interest I-LTAF5, REMIC I Regular Interest I-LTAF6,    
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I       
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular       
Interest I-LTM5, REMIC I Regular Interest I-LTMV6, REMIC I Regular Interest     
I-LTMF6 and REMIC I Regular Interest I-LTZZ, with the rate on each such REMIC I 
Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject to the    
related Formula Rate (or in the case of REMIC I Regular Interest I-LTAF2, REMIC 
I Regular Interest I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I Regular   
Interest I-LTAF5, REMIC I Regular Interest I-LTAF6 and REMIC I Regular Interest 
I-LTMF6 the related fixed rate) for the purpose of this calculation for such    
Distribution Date and with the rate on REMIC I Regular Interest I-LTZZ subject  
to a cap of zero for the purpose of this calculation: provided, however, that   
solely for this purpose, calculations of the REMIC I Remittance Rate and the    
related caps with respect to REMIC I Regular Interest I-LTAV1, REMIC I Regular  
Interest I-LTAV2, REMIC I Regular Interest I-LTAF1, REMIC I Regular Interest    
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC 
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular  
Interest I-LTMV6 shall be multiplied by a fraction, the numerator of which is   
the actual number of days in the Interest Accrual Period and the denominator of 
which is 30.                                                                    

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

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

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           "Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer pursuant to Section 2.03(b) in respect of
any waived (or, with respect to subsequent changes of law, any unenforceable)   
Prepayment Charges.                                                             

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

         "Master Servicer Reporting Date": With respect to any
Distribution Date, 3:00 p.m. New York time on the 18th day of the calendar month
in which such Distribution Date occurs or, if such 18th day is not a Business   
Day, the Business Day immediately succeeding such 18th day.                     

           "Master Servicer Termination Test": With respect to any
Distribution Date, the Master Servicer Termination Test will be failed if the   
Cumulative Loss Percentage exceeds 4.00%.                                       

                 "Maximum Cap Rate": For any Distribution Date with respect to
the Class AV-1 Certificates, a per annum rate equal to the product of (x) the   
weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of the outstanding Stated Principal     
Balances of the Group I Mortgage Loans as of the first day of the month         
preceding the month of such Distribution Date (after giving effect to scheduled 
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) and (y) a fraction, the numerator of which is 30 and 
the denominator of which is the actual number of days elapsed in the related    
Interest Accrual Period, plus the excess of the then applicable maximum rate set
forth in the related Cap Contract minus the then applicable strike rate set     
forth in such Cap Contract.                                                     

            For any Distribution Date with respect to the Class AV-2
Certificates, a per annum rate equal to the product of (x) the weighted average 
of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage     
Loans, weighted on the basis of the outstanding Stated Principal Balances of the
Group II Mortgage Loans as of the first day of the month preceding the month of 
such Distribution Date (after giving effect to scheduled payments of principal  
due during the related Due Period, to the extent received or advanced, and      
unscheduled collections of principal received during the related Prepayment     
Period) and (y) a fraction, the numerator of which is 30 and the denominator of 
which is the actual number of days elapsed in the related Interest Accrual      
Period, plus the excess of the then applicable maximum rate set forth in the    
related Cap Contract minus the then applicable strike rate set forth in such Cap
Contract.                                                                       

           For any Distribution Date with respect to the Mezzanine
Certificates (other than the Class MF-6 Certificates), a per annum rate equal to
the product of (x) the weighted average of the Expense Adjusted Net Maximum     
Mortgage Rates of (i) the Group I Mortgage Loans, (ii) the Group II Mortgage    
Loans and (iii) the Group III Mortgage Loans, in each case, weighted on the     
basis of the results of subtracting from the aggregate Stated Principal Balance 
of each Loan Group the current Certificate Principal Balance of the related     
Class A Certificates and (y) a fraction, the numerator of which is 30 and the   
denominator of which is the actual number of days elapsed in the related        
Interest Accrual Period, plus the excess of the then applicable maximum rate set
forth in the related Cap Contract minus the then applicable strike rate set     
forth in such Cap Contract.                                                     

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                  "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the excess of (i) accrued interest at the     
REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such  
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I   
Regular Interest I-LTZZ minus the REMIC I Overcollateralization Amount, in each 
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I   
Regular Interest I-LTAV1, REMIC I Regular Interest I-LTAV2, REMIC I Regular     
Interest I-LTAF1, REMIC I Regular Interest I-LTAF2, REMIC I Regular Interest    
I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I Regular Interest I-LTAF5,    
REMIC I Regular Interest I-LTAF6, REMIC I Regular Interest I-LTM1, REMIC I      
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular       
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest      
I-LTMV6 and REMIC I Regular Interest I-LTMF6 for such Distribution Date, with   
the rate on each such REMIC I Regular Interest subject to a cap equal to the    
related Formula Rate (or in the case of REMIC I Regular Interest I-LTAF2, REMIC 
I Regular Interest I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I Regular   
Interest I-LTAF5, REMIC I Regular Interest I-LTAF6 and REMIC I Regular Interest 
I-LTMF6, the related fixed rate), provided, however, that solely for this       
purpose, calculations of the REMIC I Remittance Rate and the related caps with  
respect to REMIC I Regular Interest I- LTAV1, REMIC I Regular Interest I-LTAV2, 
REMIC I Regular Interest I-LTAF1, REMIC I Regular Interest I-LTM1, REMIC I      
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular       
Interest I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular Interest I-
LTMV6 shall be multiplied by a fraction, the numerator of which is the actual   
number of days in the Interest Accrual Period and the denominator of which is   
30.                                                                             

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

               "Mezzanine Cap Contract": The cap contract between Deutsche
Bank National Trust Company, as Trustee and the counterparty thereunder, which  
is for the benefit of the Holders of the Mezzanine Certificates (other than the 
Class MF-6 Certificates), a form of which is attached hereto as Exhibit H.      

     "Mezzanine Certificate": Any one of the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class 
M-4 Certificates, the Class M-5 Certificates, the Class MV-6 Certificates and   
the Class MF-6 Certificates.                                                    

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

             "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which 
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or 
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by  
the Master Servicer pursuant to Section 3.02; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.          

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             "Moody's": Moody's Investors Service, or its successor in
interest.                                                                       

               "Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on, or first priority security interest in, a Mortgaged   
Property securing a Mortgage Note.                                              

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

                "Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as
held from time to time held as a part of REMIC I, the Mortgage Loans so held    
being identified in the Mortgage Loan Schedule.                                 

                 "Mortgage Loan Purchase Agreement": The agreement between the
Seller and the Depositor, regarding the transfer of the Mortgage Loans by the   
Seller to or at the direction of the Depositor, substantially in the form of    
Exhibit D annexed hereto.                                                       

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

      (1) the Seller's Mortgage Loan identifying number;

(2) [reserved];                             

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

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

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

(6) the original months to maturity;        

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

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

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

(10) the stated maturity date;              

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

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

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

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

                (15) with respect to the Adjustable-Rate Mortgage Loans, the
Gross Margin;                                                 

                  (16) a code indicating the purpose of the Mortgage Loan (I.E.,
   purchase, refinance debt consolidation cashout, or refinance debt
consolidation no cashout);                                    

                (17) with respect to the Adjustable-Rate Mortgage Loans, the
Maximum Mortgage Rate;                                        

                (18) with respect to the Adjustable-Rate Mortgage Loans, the
Minimum Mortgage Rate;                                        

(19) the Mortgage Rate at origination;      

                (20) with respect to the Adjustable-Rate Mortgage Loans, the
       Periodic Rate Cap and the maximum first Adjustment Date Mortgage Rate
adjustment;                                                   

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

                (22) with respect to the Adjustable-Rate Mortgage Loans, the
first Adjustment Date immediately following the Cut-off Date; 

(23) the risk grade;                        

(24) the Value of the Mortgaged Property;   

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

 (26) the FICO score of the primary Mortgagor.

            The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans and in the aggregate as of the   
Cut-off Date: (1) the number of Mortgage Loans; (2) the current Stated Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the    
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Depositor in   
accordance with the provisions of this Agreement. With respect to any Qualified 
Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off   
Date for such Mortgage Loan, determined in accordance with the definition of    
Cut-off Date herein.                                                            

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

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

            "Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) with
respect to the Fixed-Rate Mortgage Loans, shall remain constant at the rate set 
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately  
following the Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage
Loans, (A) as of any date of determination until the first Adjustment Date      
following the Cut-off Date shall be the rate set forth in the Mortgage Loan     
Schedule as the Mortgage Rate in effect immediately following the Cut-off Date  
and (B) as of any date of determination thereafter shall be the rate as adjusted
on the most recent Adjustment Date equal to the sum, rounded to the nearest     
0.125% as provided in the Mortgage Note, of the Index, as most recently         
available as of a date prior to the Adjustment Date as set forth in the related 
Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on
the Adjustable-Rate Mortgage Loans on any Adjustment Date shall never be more   
than the lesser of (i) the sum of the Mortgage Rate in effect immediately prior 
to the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the 
related Maximum Mortgage Rate, and shall never be less than the greater of (i)  
the Mortgage Rate in effect immediately prior to the Adjustment Date less the   
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With     
respect to each Mortgage Loan that becomes an REO Property, as of any date of   
determination, the annual rate determined in accordance with the immediately    
preceding sentence as of the date such Mortgage Loan became an REO Property.    

               "Mortgaged Property": The underlying property identified in
the related Mortgage as securing a Mortgage Loan, including any REO Property,   
consisting of an Estate in Real Property improved by a Residential Dwelling     
(excluding for purposes of construing the representations or warranties made in 
the Mortgage Loan Purchase Agreement, any improvements thereupon not considered 
by the appraiser in determining the Value of such Mortgaged Property).          

 "Mortgagor":  The obligor on a Mortgage Note.

      "Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) any Overcollateralization Reduction Amount for
such Distribution Date and (ii) the excess of (x) the Available Funds for such  
Distribution Date over (y) the sum for such Distribution Date of (A) the Senior 
Interest Distribution Amount and the Interest Distribution Amounts payable to   
the Mezzanine Certificates and (B) the Principal Remittance Amount.             

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

               "Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Class AV-1 Certificates, a per annum rate equal to the product of
(x) the weighted average of the Expense                                         

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Adjusted Net Mortgage Rates of the Group I Mortgage Loans, weighted on the basis
of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of
the first day of the month preceding the month of such Distribution Date (after 
giving effect to scheduled payments of principal due during the related Due     
Period, to the extent received or advanced, and unscheduled collections of      
principal received during the related Prepayment Period) and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of   
days elapsed in the related Interest Accrual Period. For federal income tax     
purposes, the economic equivalent of such rate shall be expressed as the        
weighted average of the REMIC I Remittance Rate on REMIC I Regular Interest     
I-LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC I   
Regular Interest.                                                               

            For any Distribution Date with respect to the Class AV-2
Certificates, a per annum rate equal to the product of (x) the weighted average 
of the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans,      
weighted on the basis of the outstanding Stated Principal Balances of the Group 
II Mortgage Loans as of the first day of the month preceding the month of such  
Distribution Date (after giving effect to scheduled payments of principal due   
during the related Due Period, to the extent received or advanced, and          
unscheduled collections of principal received during the related Prepayment     
Period) and (y) a fraction, the numerator of which is 30 and the denominator of 
which is the actual number of days elapsed in the related Interest Accrual      
Period. For federal income tax purposes, the economic equivalent of such rate   
shall be expressed as the weighted average of the REMIC I Remittance Rate on    
REMIC I Regular Interest I-LT2GRP, weighted on the basis of the Uncertificated  
Balance of such REMIC I Regular Interest.                                       

          For any Distribution Date with respect to the Class AF
Certificates, a per annum rate equal to the product of (x) the weighted average 
of the Expense Adjusted Net Mortgage Rates of the Group III Mortgage Loans,     
weighted on the basis of the outstanding Stated Principal Balances of the Group 
III Mortgage Loans as of the first day of the month preceding the month of such 
Distribution Date (after giving effect to scheduled payments of principal due   
during the related Due Period, to the extent received or advanced, and          
unscheduled collections of principal received during the related Prepayment     
Period) and (y) with respect to the Class AF-1 Certificates, a fraction, the    
numerator of which is 30 and the denominator of which is the actual number of   
days elapsed in the related Interest Accrual Period. For federal income tax     
purposes, the economic equivalent of such rate shall be expressed as the        
weighted average of the REMIC I Remittance Rate on REMIC I Regular Interest     
I-LT3GRP, weighted on the basis of the Uncertificated Balance of such REMIC I   
Regular Interest.                                                               

           For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the product of (x) the weighted average 
of the Expense Adjusted Net Mortgage Rates of (i) the Group I Mortgage Loans    
(after giving effect to scheduled payments of principal due during the related  
Due Period, to the extent received or advanced, and unscheduled collections of  
principal received during the related Prepayment Period), (ii) the Group II     
Mortgage Loans (after giving effect to scheduled payments of principal due      
during the related Due Period, to the extent received or advanced, and          
unscheduled collections of principal received during the related Prepayment     
Period) and (iii) the Group III Mortgage Loans (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period), in each case, weighted on the basis of the results  
of subtracting from the aggregate Stated Principal Balance of each Loan Group   
the current Certificate Principal Balance of the related Class A Certificates   
and (y)other than with respect to the                                           

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Class MF-6 Certificates, a fraction, the numerator of which is 30 and the       
denominator of which is the actual number of days elapsed in the related        
Interest Accrual Period. For federal income tax purposes, the economic          
equivalent of such rate shall be expressed as the weighted average of the REMIC 
I Remittance Rates on (a) REMIC I Regular Interest I-LT1SUB, subject to a cap   
and a floor equal to the Expense Adjusted Net Mortgage Rates of the Group I     
Mortgage Loans, (b) REMIC I Regular Interest I-LT2SUB, subject to a cap and a   
floor equal to the Expense Adjusted Net Mortgage Rates of the Group II Mortgage 
Loans and (c) REMIC I Regular Interest I-LT3SUB, subject to a cap and a floor   
equal to the Expense Adjusted Net Mortgage Rates of the Group III Mortgage      
Loans, weighted on the basis of the Uncertificated Balance of each such REMIC I 
Regular Interest.                                                               

                 "Net WAC Rate Carryover Amount": With respect to any class of
Class A Certificates and the Mezzanine Certificates and any Distribution Date,  
the sum of (A) the excess of (i) the amount of interest such Certificates would 
have accrued for such Distribution Date had the applicable Pass-Through Rate    
been calculated at the Formula Rate (in the case of the Adjustable- Rate        
Certificates) or the related fixed rate (in the case of the Fixed-Rate          
Certificates), over (ii) the amount of interest accrued on such Certificates at 
the related Net WAC Pass-Through Rate for such Distribution Date and (B) the    
related Net WAC Rate Carryover Amount for the previous Distribution Date not    
previously paid, together with interest thereon at a rate equal to the Formula  
Rate (in the case of the Adjustable-Rate Certificates) or the related fixed rate
(in the case of the Fixed-Rate Certificates) applicable for such class in each  
case for the Interest Accrual Period for the current Distribution Date.         

              "Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to Section 4.10.  

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

            "NIMS Insurer": Any insurer that is guaranteeing certain
payments under notes secured by collateral which includes, among other things,  
all or a portion of the Class CE Certificates, the Class P Certificates and/or  
the Residual Certificates.                                                      

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

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

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

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                "Notional Amount": With respect to the Class CE Interest and
any Distribution Date, the Uncertificated Balance of the REMIC I Regular        
Interests for such Distribution Date.                                           

             "Officers' Certificate": With respect to the Depositor, a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a vice president (however denominated), and by the Treasurer,  
the Secretary, or one of the assistant treasurers or assistant secretaries. With
respect to the Master Servicer, any officer who is authorized to act for the    
Master Servicer in matters relating to this Agreement, and whose action is      
binding upon the Master Servicer, initially including those individuals whose   
names appear on the list of authorized officers delivered at the closing.       

                  "Offered Certificate": Any one of the Class A Certificates and
the Mezzanine Certificates, issued under this Agreement.                        

          "One-Month LIBOR": With respect to the Adjustable-Rate
Certificates, REMIC I Regular Interest I-LTAV1, REMIC I Regular Interest        
I-LTAV2, REMIC I Regular Interest I-LTAF1, REMIC I Regular Interest I-LTM1,     
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I       
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular    
Interest I-LTMV6 and any Interest Accrual Period therefor, the rate determined  
by the Trustee on the related Interest Determination Date on the basis of the   
offered rate for one-month U.S. dollar deposits, as such rate appears on        
Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
Date; provided that if such rate does not appear on Telerate Page 3750, the rate
for such date will be determined on the basis of the offered rates of the       
Reference Banks for one- month U.S. dollar deposits, as of 11:00 a.m. (London   
time) on such Interest Determination Date. In such event, the Trustee will      
request the principal London office of each of the Reference Banks to provide a 
quotation of its rate. If on such Interest Determination Date, two or more      
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of such offered quotations 
(rounded upwards if necessary to the nearest whole multiple of 1/16%). If on    
such Interest Determination Date, fewer than two Reference Banks provide such   
offered quotations, One-Month LIBOR for the related Interest Accrual Period     
shall be the higher of (i) LIBOR as determined on the previous Interest         
Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the      
foregoing, if, under the priorities described above, LIBOR for an Interest      
Determination Date would be based on LIBOR for the previous Interest            
Determination Date for the third consecutive Interest Determination Date, the   
Trustee shall select, after consultation with the NIMS Insurer, an alternative  
comparable index (over which the Trustee has no control), used for determining  
one-month Eurodollar lending rates that is calculated and published (or         
otherwise made available) by an independent party.                              

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

               "Optional Termination Date": The first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans (and         
properties acquired in respect thereof)                                         

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remaining in the Trust Fund is reduced to an amount less than 10% of the        
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

                 "Originators": Collectively, Argent Mortgage Company, LLC and
Olympus Mortgage Company.                                                       

                 "Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the 
Mortgage Loans and REO Properties immediately following such Distribution Date  
(after giving effect to scheduled payments of principal due during the related  
Due Period, to the extent received or advanced, and unscheduled collections of  
principal received during the related Prepayment Period), over (b) the sum of   
the aggregate Certificate Principal Balances of the Class A Certificates, the   
Mezzanine Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions to be made on such Distribution Date).    

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target  
Amount applicable to such Distribution Date over (b) the Overcollateralized     
Amount applicable to such Distribution Date (calculated for this purpose only,  
after taking into account the distributions to be made of the Principal         
Remittance Amount on such Distribution Date).                                   

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

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

              "Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, 2.75% of the aggregate Stated 
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (x) 
5.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the 
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced 
and unscheduled collections of principal received during the related Prepayment 
Period) and (y) $7,500,003, or (iii) on or after the Stepdown Date and if a     
Trigger Event is in effect, the Overcollateralization Target Amount for the     
immediately preceding Distribution Date.                                        

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

     "Pass-Through Rate": With respect to any class of
Adjustable-Rate Certificates and any Distribution Date, the lesser of (x) the   
related Formula Rate for such Distribution Date and (y) the related Net WAC     
Pass-Through Rate for such Distribution Date.                                   

       With respect to the Class AF-2 Certificates and any
Distribution Date, the lesser of (x) 2.800% per annum and (y) the Net WAC       
Pass-Through Rate for such class for such Distribution Date.                    

       With respect to the Class AF-3 Certificates and any
Distribution Date, the lesser of (x) 3.500% per annum and (y) the Net WAC       
Pass-Through Rate for such class for such Distribution Date.                    

       With respect to the Class AF-4 Certificates and any
Distribution Date, the lesser of (x) 4.660% per annum in the case of each       
Distribution Date through and including the Optional Termination Date, or 5.160%
per annum, in the case of any Distribution Date thereafter and (y) the Net WAC  
Pass-Through Rate for such class for such Distribution Date.                    

       With respect to the Class AF-5 Certificates and any
Distribution Date, the lesser of (x) 5.850% per annum in the case of each       
Distribution Date through and including Optional Termination Date, or 6.350% per
annum, in the case of any Distribution Date thereafter and (y) the Net WAC      
Pass-Through Rate for such class for such Distribution Date.                    

       With respect to the Class AF-6 Certificates and any
Distribution Date, the lesser of (x) 5.030% per annum in the case of each       
Distribution Date through and including Optional Termination Date, or 5.530% per
annum, in the case of any Distribution Date thereafter and (y) the Net WAC      
Pass-Through Rate for such class for such Distribution Date.                    

       With respect to the Class MF-6 Certificates and any
Distribution Date, the lesser of (x) 5.850% per annum in the case of each       
Distribution Date through and including the Optional Termination Date, or 6.350%
per annum, in the case of any Distribution Date thereafter and (y) the related  
Net WAC Pass-Through Rate for such class for such Distribution Date.            

              With respect to the Class CE Interest and any Distribution
Date, a rate per annum equal to the percentage equivalent of a fraction, the    
numerator of which is the sum of the amounts calculated pursuant to clauses (i) 
through (xviii) below, and the denominator of which is the aggregate            
Uncertificated Balance of REMIC I Regular Interests I-LTAA, I-LTAV1, I-LTAV2, I-
LTAF1, I-LTAF2, I-LTAF3, I-LTAF4, I-LTAF5, I-LTAF6, I-LTM1, I-LTM2, I-LTM3,     
I-LTM4, I- LTM5, I-LTMV6, I-LTMF6 and I-LTZZ. For purposes of calculating the   
Pass-Through Rate for the Class CE Certificates, the numerator is equal to the  
sum of the following components:                                                

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

                ii. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAV1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAV1;   

                 iii. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAV2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAV2;   

                iv. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAF1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAF1;   

               v. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAF2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAF2;   

                vi. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAF3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAF3;   

                 vii. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAF4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAF4;   

                  viii. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAF5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAF5;   

                ix. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTAF6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTAF6;   

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

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

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

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

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

                xv. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTMV6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTMV6;   

                 xvi. the REMIC I Remittance Rate for REMIC I Regular Interest
  I-LTMF6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC I Regular Interest I-LTMF6;   

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

                  xviii. 100% of the interest on REMIC I Regular Interest I-LTP.

          With respect to the Class CE Certificates, 100% of the
interest distributable to the Class CE Interest, expressed as a per annum rate. 

       "Percentage Interest": With respect to any Class of
Certificates (other than the Residual Certificates), the undivided percentage   
ownership in such Class evidenced by such Certificate, expressed as a           
percentage, the numerator of which is the initial Certificate Principal Balance 
or Notional Amount represented by such Certificate and the denominator of which 
is the aggregate initial Certificate Principal Balance or Notional Amount of all
of the Certificates of such Class. The Class A Certificates and the Mezzanine   
Certificates are issuable only in minimum Percentage Interests corresponding to 
minimum initial Certificate Principal Balances of $25,000 and integral multiples
of $1.00 in excess thereof. The Class P Certificates are issuable only in       
minimum Percentage Interests corresponding to minimum initial Certificate       
Principal Balances of $20 and integral multiples thereof. The Class CE          
Certificates are issuable only in minimum Percentage Interests corresponding to 
minimum initial Notional Amount of $10,000 and integral multiples of $1.00 in   
excess thereof; provided, however, that a single Certificate of such Class of   
Certificates may be issued having a Percentage Interest corresponding to the    
remainder of the aggregate initial Certificate Principal Balance or Notional    
Amount of such Class or to an otherwise authorized denomination for such Class  
plus such remainder. With respect to any Residual Certificate, the undivided    
percentage ownership in such Class evidenced by such Certificate, as set forth  
on the face                                                                     

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of such Certificate. The Residual Certificates are issuable in Percentage       
Interests of 20% and multiples thereof.                                         

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

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

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

                 (ii) demand and time deposits in, certificates of deposit of,
        or bankers' acceptances (which shall each have an original maturity of
       not more than 90 days and, in the case of bankers' acceptances, shall
  in no event have an original maturity of more than 365 days or a
       remaining maturity of more than 30 days) denominated in United States
dollars and issued by, any Depository Institution;            

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

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

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

                  (vi) units of money market funds, including money market funds
      advised by the Trustee or an Affiliate thereof, that have been rated
"Aaa" by Moody's, "AAA" by Fitch and "AAAm" by S&P; and       

                (viii) if previously confirmed in writing to the Trustee and
     consented to by the NIMS Insurer, any other demand, money market or
       time deposit, or any other obligation, security or investment, as may
be acceptable to the Rating Agencies as a permitted           

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         investment of funds backing securities having ratings equivalent to its
highest initial rating of the Class A Certificates;           

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

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

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

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

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

               "Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, fee or charge payable by the a Mortgagor in connection  
with any Principal Prepayment pursuant to the terms of the related Mortgage Note
as from time to time held as a part of the Trust Fund, the Prepayment Charges so
held being identified in the Prepayment Charge Schedule (other than any Master  
Servicer Prepayment Charge Payment Amount).                                     

             "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date, attached hereto as  
Schedule 2 (including the prepayment charge summary attached thereto). The      
Prepayment Charge Schedule shall set forth the following information with       
respect to each Prepayment Charge:                                              

               (i) the Master Servicer's Mortgage Loan identifying number;

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

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

   (iv) the term of the related Prepayment Charge;

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

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

                The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance with the provisions of this Agreement 
and a copy of such amended Prepayment Charge Schedule shall be furnished by the 
Master Servicer to the NIMS Insurer.                                            

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in  
full during the portion of the related Prepayment Period occurring between the  
first day of the calendar month in which such Distribution Date occurs and the  
Determination Date of the calendar month in which such Distribution Date occurs,
an amount equal to interest (to the extent received) at the applicable Net      
Mortgage Rate on the amount of such Principal Prepayment for the number of days 
commencing on the first day of the calendar month in which such Distribution    
Date occurs and ending on the last date through which interest is collected from
the related Mortgagor. The Master Servicer may withdraw such Prepayment Interest
Excess from the Collection Account in accordance with Section 3.05(a)(iv).      

        "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal   
Prepayment in full during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last day of the  
calendar month preceding the month in which such Distribution Date occurs, an   
amount equal to interest at the applicable Net Mortgage Rate on the amount of   
such Principal Prepayment for the number of days commencing on the day after the
last date on which interest is collected from the related Mortgagor and ending  
on the last day of the calendar month preceding such Distribution Date. The     
obligations of the Master Servicer in respect of any Prepayment Interest        
Shortfall are set forth in Section 4.03(e).                                     

               "Prepayment Period": With respect to any Distribution Date,
the period commencing on the day after the Determination Date in the calendar   
month preceding the calendar month in which such Distribution Date occurs (or,  
in the case of the first Distribution Date, commencing on October 1, 2003) and  
ending on the Determination Date of the calendar month in which such            
Distribution Date occurs.                                                       

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

      "Principal Remittance Amount": With respect to any
Distribution Date, the sum of the (i) the Group I Principal Remittance Amount,  
(ii) the Group II Principal Remittance Amount and (iii) the Group III Principal 
Remittance Amount.                                                              

             "Prospectus Supplement": The Prospectus Supplement, dated
October 3, 2003, relating to the public offering of the Offered Certificates.   

     "PTCE": A Prohibited Transaction Class Exemption.

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              "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section
3.16(a) or Section 9.01, and as confirmed by an Officers' Certificate from the  
Master Servicer to the Trustee, an amount equal to the sum of (i) 100% of the   
Stated Principal Balance thereof as of the date of purchase (or such other price
as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued  
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an advance by the Master Servicer, which       
payment or advance had as of the date of purchase been distributed pursuant to  
Section 4.01, through the end of the calendar month in which the purchase is to 
be effected and (y) an REO Property, the sum of (1) accrued interest on such    
Stated Principal Balance at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by 
the Mortgagor or an advance by the Master Servicer through the end of the       
calendar month immediately preceding the calendar month in which such REO       
Property was acquired, plus (2) REO Imputed Interest for such REO Property for  
each calendar month commencing with the calendar month in which such REO        
Property was acquired and ending with the calendar month in which such purchase 
is to be effected, net of the total of all net rental income, Insurance         
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had 
been distributed as or to cover REO Imputed Interest pursuant to Section 4.01,  
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing 
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts          
previously withdrawn from the Collection Account in respect of such Mortgage    
Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a), and (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,      
expenses reasonably incurred or to be incurred by the Master Servicer, the NIMS 
Insurer or the Trustee in respect of the breach or defect giving rise to the    
purchase obligation, as well as any costs and damages incurred by the Trust Fund
in connection with any violation by such loan of any predatory or abusive       
lending law.                                                                    

         "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement 
which must, on the date of such substitution, (i) have an outstanding Stated    
Principal Balance, after application of all scheduled payments of principal and 
interest due during or prior to the month of substitution, not in excess of the 
Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in  
the calendar month during which the substitution occurs, (ii) have a Mortgage   
Rate not less than (and not more than one percentage point in excess of) the    
Mortgage Rate of the Deleted Mortgage Loan, (iii) with respect to any           
Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the   
Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) with respect to any    
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the   
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) with respect to         
Adjustable-Rate Mortgage Loan, have a Gross Margin equal to the Gross Margin of 
the Deleted Mortgage Loan, (vi) with respect to any Adjustable-Rate Mortgage    
Loan, have a next Adjustment Date not more than two months later than the next  
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to    
maturity not greater than (and not more than one year less than) that of the    
Deleted Mortgage Loan, (viii) have the same Due Date as the Due Date on the     
Deleted Mortgage Loan, (ix) have an Loan-to-Value Ratio as of the date of       
substitution equal to or lower than the Loan-to-Value Ratio of the Deleted      
Mortgage Loan as of such date, (x) have a risk grading determined by the Seller 
at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi)  
have been underwritten or reunderwritten by the Seller in accordance with the   
same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii)   

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have a Prepayment Charge provision at least equal to the Prepayment Charge      
provision of the Deleted Mortgage Loan, (xiii) [reserved] and (xiv) conform to  
each representation and warranty set forth in Section 6 of the Mortgage Loan    
Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that   
one or more mortgage loans are substituted for one or more Deleted Mortgage     
Loans, the amounts described in clause (i) hereof shall be determined on the    
basis of aggregate Stated Principal Balances, the Mortgage Rates described in   
clause (ii) hereof shall be determined on the basis of weighted average Mortgage
Rates, the risk gradings described in clause (x) hereof shall be satisfied as to
each such mortgage loan, the terms described in clause (vii) hereof shall be    
determined on the basis of weighted average remaining terms to maturity, the    
Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to   
each such mortgage loan and, except to the extent otherwise provided in this    
sentence, the representations and warranties described in clause (xi) hereof    
must be satisfied as to each Qualified Substitute Mortgage Loan or in the       
aggregate, as the case may be.                                                  

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

             "Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than    
zero) equal to (i) the unpaid Stated Principal Balance of such Mortgage Loan as 
of the commencement of the calendar month in which the Final Recovery           
Determination was made, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor through the end of the calendar month in
which such Final Recovery Determination was made, calculated in the case of each
calendar month during such period (A) at an annual rate equal to the annual rate
at which interest was then accruing on such Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of such Mortgage Loan as of the    
close of business on the Distribution Date during such calendar month, plus     
(iii) any amounts previously withdrawn from the Collection Account in respect of
such Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus    
(iv) the proceeds, if any, received in respect of such Mortgage Loan during the 
calendar month in which such Final Recovery Determination was made, net of      
amounts that are payable therefrom to the Master Servicer with respect to such  
Mortgage Loan pursuant to Section 3.05(a)(ii).                                  

                 With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the    
unpaid Stated Principal Balance of the related Mortgage Loan as of the date of  
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued        
interest from the Due Date as to which interest was last paid by the Mortgagor  
in respect of the related Mortgage Loan through the end of the calendar month   
immediately preceding the calendar month in which such REO Property was         
acquired, calculated in the case of each calendar month during such period (A)  
at an annual rate equal to the annual rate at which interest was then accruing  
on the related Mortgage Loan and (B) on a principal amount equal to the Stated  
Principal Balance of the related Mortgage Loan as of the close of business on   
the Distribution Date during such calendar month, plus (iii) REO Imputed        
Interest for such REO Property for each calendar month commencing with the      
calendar month in which such REO Property was acquired and ending with the      
calendar month in which such Final Recovery Determination was made, plus (iv)   

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any amounts previously withdrawn from the Collection Account in respect of the  
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus 
(v) the aggregate of all Advances made by the Master Servicer in respect of such
REO Property or the related Mortgage Loan for which the Master Servicer has been
or, in connection with such Final Recovery Determination, will be reimbursed    
pursuant to Section 3.13 out of rental income, Insurance Proceeds and           
Liquidation Proceeds received in respect of such REO Property, minus (vi) the   
total of all net rental income, Insurance Proceeds and Liquidation Proceeds     
received in respect of such REO Property that has been, or in connection with   
such Final Recovery Determination, will be transferred to the Distribution      
Account pursuant to Section 3.13.                                               

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

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

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

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

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

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

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

                "Relief Act": The Soldiers' and Sailors' Civil Relief Act of
1940, as amended or any applicable state law providing similar relief.          

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

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

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

                  "REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number  
of days elapsed in the respective Interest Accrual Periods for the indicated    
Regular Interests for such Distribution Date) equal to (a) the product of (i)   
50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO     
Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I    
Regular Interest I- LTAA minus the Marker Rate, divided by (b) 12.              

             "REMIC I Marker Allocation Percentage": 50% of any amount
payable or loss attributable from the Mortgage Loans, which shall be allocated  
to REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTAV1, REMIC I   
Regular Interest I-LTAV2, REMIC I Regular Interest I-LTAF1, REMIC I Regular     
Interest I-LTAF2, REMIC I Regular Interest I-LTAF3, REMIC I Regular Interest    
I-LTAF4, REMIC I Regular Interest I-LTAF5, REMIC I Regular Interest I-LTAF6,    
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I       
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular       
Interest I-LTM5, REMIC I Regular Interest I-LTMV6, REMIC I Regular Interest     
I-LTMF6, REMIC I Regular Interest I-LTZZ and REMIC I Regular Interest I-LTP.    

               "REMIC I Overcollateralization Target Amount": 0.50% of the
Overcollateralization Target Amount.                                            

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                 "REMIC I Overcollateralized Amount": With respect to any date
of determination, (i) 0.50% of the aggregate Uncertificated Balances of the     
REMIC I Regular Interests minus (ii) the aggregate of the Uncertificated        
Balances of REMIC I Regular Interest I-LTAV1, REMIC I Regular Interest I-LTAV2, 
REMIC I Regular Interest I-LTAF1, REMIC I Regular Interest I-LTAF2, REMIC I     
Regular Interest I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I Regular     
Interest I-LTAF5, REMIC I Regular Interest I-LTAF6, REMIC I Regular Interest    
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC 
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular     
Interest I-LTMV6, REMIC I Regular Interest I-LTMF6 and REMIC I Regular Interest 
I-LTP, in each case as of such date of determination.                           

               "REMIC I Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) 50% of the         
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Balances of REMIC I Regular Interest I- LTAV1,  
REMIC I Regular Interest I-LTAV2, REMIC I Regular Interest I-LTAF1, REMIC I     
Regular Interest I-LTAF2, REMIC I Regular Interest I-LTAF3, REMIC I Regular     
Interest I-LTAF4, REMIC I Regular Interest I-LTAF5, REMIC I Regular Interest    
I-LTAF6, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular     
Interest I-LTM5, REMIC I Regular Interest I-LTMV6 and REMIC I Regular Interest  
I-LTMF6 and the denominator of which is the aggregate of the Uncertificated     
Balances of REMIC I Regular Interest I-LTAV1, REMIC I Regular Interest I-LTAV2, 
REMIC I Regular Interest I-LTAF1, REMIC I Regular Interest I-LTAF2, REMIC I     
Regular Interest I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I Regular     
Interest I-LTAF5, REMIC I Regular Interest I-LTAF6, REMIC I Regular Interest    
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC 
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular     
Interest I-LTMV6, REMIC I Regular Interest I-LTMF6 and REMIC I Regular Interest 
I- LTZZ.                                                                        

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

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

           "REMIC I Regular Interest I-LTAF1": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAF1   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and                                                                       

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

           "REMIC I Regular Interest I-LTAF2": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAF2   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

           "REMIC I Regular Interest I-LTAF3": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAF3   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

           "REMIC I Regular Interest I-LTAF4": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAF4   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

           "REMIC I Regular Interest I-LTAF5": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAF5   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

           "REMIC I Regular Interest I-LTAF6": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAF6   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

           "REMIC I Regular Interest I-LTAV1": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAV1   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

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           "REMIC I Regular Interest I-LTAV2": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAV2   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

          "REMIC I Regular Interest I-LTM1": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM1    
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

          "REMIC I Regular Interest I-LTM2": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM2    
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

          "REMIC I Regular Interest I-LTM3": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM3    
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

          "REMIC I Regular Interest I-LTM4": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM4    
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

          "REMIC I Regular Interest I-LTM5": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM5    
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

           "REMIC I Regular Interest I-LTMV6": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTMV6   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and                                                                       

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

           "REMIC I Regular Interest I-LTMF6": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTMF6   
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

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

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

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

            "REMIC I Regular Interest I-LT1SUB": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT1SUB  
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

            "REMIC I Regular Interest I-LT1GRP": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT1GRP  
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

            "REMIC I Regular Interest I-LT2SUB": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in                                             

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REMIC I. REMIC I Regular Interest I-LT2SUB shall accrue interest at the related 
REMIC I Remittance Rate in effect from time to time, and shall be entitled to   
distributions of principal, subject to the terms and conditions hereof, in an   
aggregate amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto.                                                   

            "REMIC I Regular Interest I-LT2GRP": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT2GRP  
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

            "REMIC I Regular Interest I-LT3SUB": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT3SUB  
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

            "REMIC I Regular Interest I-LT3GRP": One of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and 
designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LT3GRP  
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the    
terms and conditions hereof, in an aggregate amount equal to its initial        
Uncertificated Balance as set forth in the Preliminary Statement hereto.        

              "REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I-LTAA, REMIC I Regular Interest I-LTAV1, REMIC I Regular Interest     
I-LTAV2, REMIC I Regular Interest I-LTAF1, REMIC I Regular Interest I-LTAF2,    
REMIC I Regular Interest I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I     
Regular Interest I-LTAF5, REMIC I Regular Interest I-LTAF6, REMIC I Regular     
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest      
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC 
I Regular Interest I-LTMV6, REMIC I Regular Interest I-LTMF6, REMIC I Regular   
Interest I-LTZZ, REMIC I Regular Interest I-LTP, REMIC I Regular Interest       
I-LT1SUB, REMIC I Regular Interest I- LT2SUB, REMIC I Regular Interest I-LT3SUB 
and REMIC I Regular Interest I-LTXX, the weighted average of the weighted       
average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans. With  
respect to REMIC I Regular Interest I-1GRP, the weighted average of the Expense 
Adjusted Net Mortgage Rates of the Group I Mortgage Loans, with respect REMIC I 
Regular Interest I-2GRP, the weighted average of the Expense Adjusted Net       
Mortgage Rates of the Group II Mortgage Loans and with respect REMIC I Regular  
Interest I-3GRP, the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group III Mortgage Loans.                                                

              "REMIC I Sub WAC Allocation Percentage": 50% of any amount
payable from or loss attributable to the Mortgage Loans, which shall be         
allocated to REMIC I Regular Interest I- LT1SUB, REMIC I Regular Interest       
I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I                            

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Regular Interest I-LT2GRP, REMIC I Regular Interest I-LT3SUB, REMIC I Regular   
Interest I- LT3GRP and REMIC I Regular Interest I-LTXX.                         

             "REMIC I Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each REMIC I Regular Interest ending with the        
designation "SUB,", equal to the ratio among, with respect to each such REMIC I 
Regular Interest, the excess of (x) the aggregate Stated Principal Balance of   
the Mortgage Loans in the related Loan Group over (y) the current Certificate   
Principal Balance of Class A Certificates in the related Loan Group.            

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

                 "REMIC II Certificate": Any Regular Certificate (other than a
Class CE Certificate or Class P Certificate) or Class R Certificate.            

                 "REMIC II Regular Interest": Any Class A Certificate, Class M
Certificate, the Class CE Interest or Class P Interest.                         

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

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

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

             "REMIC Regular Interest": Any REMIC I Regular Interest or
REMIC II Regular Interest.                                                      

         "REMIC Remittance Rate": The REMIC I Remittance Rate.

               "Remittance Report": A report in form and substance that is
acceptable to the Trustee and the NIMS Insurer on a magnetic disk or tape       
prepared by the Master Servicer pursuant to Section 4.03 with such additions,   
deletions and modifications as agreed to by the Trustee and the Master Servicer.

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

                "REO Account": Each of the accounts maintained by the Master
Servicer in respect of an REO Property pursuant to Section 3.13 which account   
may be the Collection Account subject to Section 3.13.                          

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

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

         "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of   
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without         
limitation, that portion of the Termination Price paid in connection with a     
purchase of all of the Mortgage Loans and REO Properties pursuant to Section    
9.01 that is allocable to such REO Property) or otherwise, net of any portion of
such amounts (i) payable pursuant to Section 3.13(c) in respect of the proper   
operation, management and maintenance of such REO Property or (ii) payable or   
reimbursable to the Master Servicer pursuant to Section 3.13(d) for unpaid      
Servicing Fees in respect of the related Mortgage Loan and unreimbursed         
Servicing Advances and Advances in respect of such REO Property or the related  
Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property
for such calendar month.                                                        

               "REO Property": A Mortgaged Property acquired by the Master
Servicer on behalf of REMIC I through foreclosure or deed-in-lieu of            
foreclosure, as described in Section 3.13.                                      

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

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

            "Residential Dwelling": Any one of the following: (i) an
attached or detached one- family dwelling, (ii) a detached two- to four-family  
dwelling, (iii) a one-family dwelling unit in a                                 

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condominium project or (iv) a detached or attached one-family dwelling in a     
planned unit development, none of which is a co-operative, mobile or            
manufactured home (unless such mobile or manufactured home is defined as real   
property under applicable state law).                                           

               "Residual Certificate": Any one of the Class R Certificates
and the Class R-X Certificates.                                                 

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

                 "Responsible Officer": When used with respect to the Trustee,
any director, any vice president, any assistant vice president, any associate,  
any assistant secretary, any trust officer or any other officer of the Trustee, 
customarily performing functions similar to those performed by any of the above 
designated officers and, with respect to a particular matter, to whom such      
matter is referred because of such officer's knowledge of and familiarity with  
the particular subject.                                                         

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

              "Seller": Ameriquest Mortgage Company, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement. 

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

                  "Senior Principal Distribution Shortfall": With respect to any
Distribution Date, the sum of the (i) Class AV-1 Principal Distribution         
Shortfall, (ii) Class AV-2 Principal Distribution Shortfall and (iii) Class AF  
Principal Distribution Shortfall.                                               

                  "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,          
delinquency or other unanticipated event by the Master Servicer in the          
performance of its servicing obligations, including, but not limited to, the    
cost of (i) the preservation, restoration and protection of a Mortgaged         
Property, (ii) any enforcement or judicial proceedings, including foreclosures, 
in respect of a particular Mortgage Loan, (iii) the management (including       
reasonable fees in connection therewith) and liquidation of any REO Property and
(iv) the performance of its obligations under Section 3.01, Section 3.04(d),    
Section 3.08, Section 3.12 and Section 3.13. The Master Servicer shall not be   
required to make any Servicing Advance in respect of a Mortgage Loan or REO     
Property that, in the good faith business judgment of the Master Servicer, would
not be ultimately recoverable from related Insurance Proceeds or Liquidation    
Proceeds on such Mortgage Loan or REO Property as provided herein.              

               "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of 
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days       
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such  
calendar month. A portion of such Servicing Fee may be retained by any          
Sub-Servicer as its servicing compensation.                                     

"Servicing Fee Rate": 0.50% per annum.      

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

              "Servicing Standard": The standards set forth in the first
paragraph of Section 3.01.                                                      

      "Single Certificate": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual              
Certificates), a hypothetical Certificate of such Class evidencing a Percentage 
Interest for such Class corresponding to an initial Certificate Principal       
Balance or Notional Amount of $1,000. With respect to the Class P Certificates  
and the Residual Certificates, a hypothetical Certificate of such Class         
evidencing a 20% Percentage Interest in such Class.                             

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

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

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution    
Date on which the proceeds, if any, of a Liquidation Event with respect to such 
Mortgage Loan would be distributed, the Scheduled Principal Balance of such     
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,   
minus the sum of (i) the principal portion of each Monthly Payment due on a Due 
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor  
or advanced by the Master Servicer and distributed pursuant to Section 4.01 on  
or before such date of determination, (ii) all Principal Prepayments received   
after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance 
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.12, to the extent distributed pursuant to      
Section 4.01 on or before such date of determination and (iv) any Realized Loss 
incurred with respect thereto as a result of a Deficient Valuation made during  
or prior to the Prepayment Period for the most recent Distribution Date         
coinciding with or preceding such date of determination; and (b) as of any date 
of determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan 
would be distributed, zero. With respect to any REO Property: (a) as of any date
of determination up to but not including the Distribution Date on which the     
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal    
Balance of the related Mortgage Loan as of the date on which such REO Property  
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal      
portion of the Monthly Payment due on the Due Date in the calendar month of     
acquisition, to the extent advanced by the Master Servicer and distributed      
pursuant to Section 4.01 on or before such date of determination, and (ii) the  
aggregate amount of REO Principal Amortization in respect of such REO Property  
for all previously ended calendar months, to the extent distributed pursuant to 
Section 4.01 on or before such date of determination; and (b) as of any date of 
determination coinciding with or subsequent to the Distribution Date on which   
the proceeds, if any, of a Liquidation Event with respect to such REO Property  
would be distributed, zero.                                                     

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

          "Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the aggregate Certificate Principal Balance of the   
Class A Certificates has been reduced to zero and (ii) the later to occur of (a)
the Distribution Date occurring in November 2006 and (b) the first Distribution 
Date on which the Credit Enhancement Percentage (calculated for this purpose    
only after taking into account distributions of principal on the Mortgage Loans 
but prior to any distribution of the Principal Distribution Amount to the       
Certificates then entitled to distributions of principal on such Distribution   
Date) is equal to or greater than 39.90%.                                       

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                 "Sub-Servicer": Any Person with which the Master Servicer has
entered into a Sub- Servicing Agreement and which meets the qualifications of a 
Sub-Servicer pursuant to Section 6.06.                                          

        "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 6.11 and is      
otherwise acceptable to the Master Servicer.                                    

               "Sub-Servicing Agreement": The written contract between the
Master Servicer and a Sub-Servicer relating to servicing and administration of  
certain Mortgage Loans as provided in Section 6.06.                             

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

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

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

     "Termination Price":  As defined in Section 9.01.

"Terminator":  As defined in Section 9.01.  

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

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

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

                 "Trigger Event": A Trigger Event has occurred with respect to
a Distribution Date if:                                                         

                 (a) the Delinquency Percentage for the Mortgage Loans exceeds
41.00% of the Credit Enhancement Percentage; or                                 

                 (b) the percentage equivalent of a fraction, the numerator of
which is the aggregate amount of Realized Losses incurred from the Cut-off Date 
to the last day of the related                                                  

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Due Period and the denominator of which is the aggregate Stated Principal       
Balance of the Mortgage Loans as of the Cut-off Date exceeds the applicable     
percentages set forth below with respect to such Distribution Date:             

DISTRIBUTION DATE OCCURRING IN      PERCENTAGE
November 2006 through October 2007         2.75%      
November 2007 through October 2008         4.75%      
November 2008 through October 2009         6.00%      
November 2009 through October 2010         6.75%      
November 2010 and thereafter               7.00%      

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

               "Trust REMIC": Any of REMIC I, REMIC II, REMIC III or REMIC
IV.                                                                             

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

            "Trustee Fee": The amount payable to the Trustee on each
Distribution Date pursuant to Section 8.05 as compensation for all services     
rendered by it in the exercise and performance of any of the powers and duties  
of the Trustee hereunder, which amount shall equal the Trustee Fee Rate accrued 
for one month multiplied by the aggregate Scheduled Principal Balance of the    
Mortgage Loans and any REO Properties as of the second preceding Due Date (or,  
in the case of the initial Distribution Date, as of the Cut-off Date),          
calculated on the basis of a 360-day year consisting of twelve 30-day months.   

"Trustee Fee Rate": 0.0014% per annum.      

             "Uncertificated Balance": The amount of any REMIC Regular
Interest outstanding as of any date of determination. As of the Closing Date,   
the Uncertificated Balance of each REMIC Regular Interest shall equal the amount
set forth in the Preliminary Statement hereto as its initial uncertificated     
balance. On each Distribution Date, the Uncertificated Balance of each REMIC    
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.01 and,  
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The           
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by 
interest deferrals as provided in Section 4.01(a)(1). The Uncertificated Balance
of each REMIC Regular Interest shall never be less than zero. With respect to   
the Class CE Interest as of any date of determination, an amount equal to the   
excess, if any, of (A) the then aggregate Uncertificated Principal Balances of  
the REMIC I Regular Interests over (B) the then aggregate Certificate Principal 
Balances of the Class A Certificates, Mezzanine Certificates and the Class P    
Interest then outstanding.                                                      

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                "Uncertificated Interest": With respect to any REMIC Regular
Interest for any Distribution Date, one month's interest at the REMIC Remittance
Rate applicable to such REMIC Regular Interest for such Distribution Date,      
accrued on the Uncertificated Balance thereof immediately prior to such         
Distribution Date. Uncertificated Interest in respect of any REMIC Regular      
Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day
months. Uncertificated Interest with respect to each Distribution Date, as to   
any REMIC Regular Interest, shall be reduced by an amount equal to the sum of   
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution  
Date to the extent not covered by payments pursuant to Section 4.03(e) and (b)  
the aggregate amount of any Relief Act Interest Shortfall, if any allocated, in 
each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC 
Regular Interest shall be reduced by Realized Losses, if any, allocated to such 
REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.               

                "Underwriters' Exemption": An individual exemption issued by
the United States Department of Labor, as Prohibited Transaction Exemption      
("PTE"), 90-24, as amended by PTE 97- 34, PTE 2000-58 and PTE 2002-41, to Morgan
Stanley & Co. Incorporated, for specific offerings in which Morgan Stanley & Co.
Incorporated or any person directly or indirectly, through one or more          
intermediaries, controlling, controlled by or under common control with Morgan  
Stanley & Co. Incorporated is an underwriter, placement agent or a manager or   
co-manager of the underwriting syndicate or selling group where the trust and   
the offered certificates meet specified conditions.                             

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section     
3.08.                                                                           

               "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or  
under the laws of, the United States, any state thereof or the District of      
Columbia (except, in the case of a partnership, to the extent provided in       
regulations) provided that, solely for purposes of the restrictions on the      
transfer of Residual Certificates, no partnership or other entity treated as a  
partnership for United States federal income tax purposes shall be treated as a 
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United      
States federal income tax purposes are required by the applicable operative     
agreement to be United States Persons, or an estate whose income is subject to  
United States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the       
administration of the trust and one or more United States persons have the      
authority to control all substantial decisions of the trust. To the extent      
prescribed in regulations by the Secretary of the Treasury, which have not yet  
been issued, a trust which was in existence on August 20, 1996 (other than a    
trust treated as owned by the grantor under subpart E of part I of subchapter J 
of chapter 1 of the Code), and which was treated as a United States person on   
August 20, 1996 may elect to continue to be treated as a United States person   
notwithstanding the previous sentence. The term "United States" shall have the  
meaning set forth in Section 7701 of the Code.                                  

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of  
the Mortgage Loan at the time of origination of the Mortgage Loan by an         
appraiser who met the minimum requirements of the Financial                     

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Institutions Reform, Recovery and Enforcement Act of 1989, and (ii) the purchase
price paid for the related Mortgaged Property by the Mortgagor with the proceeds
of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage   
Loan, such value of the Mortgaged Property is based solely upon the value       
determined by an appraisal made for the originator of such Refinanced Mortgage  
Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser
who met the minimum requirements of the Financial Institutions Reform, Recovery 
and Enforcement Act of 1989 or, subject to the applicable Originator's          
underwriting guidelines, an insured automated valuation model.                  

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

            SECTION 1.02. Allocation of Certain Interest Shortfalls.

                 For purposes of calculating the amount of Accrued Certificate
Interest and the amount of the Interest Distribution Amount for the Class A     
Certificates, the Mezzanine Certificates and the Class CE Certificates for any  
Distribution Date, (1) the aggregate amount of any Prepayment Interest          
Shortfalls (to the extent not covered by payments by the Master Servicer        
pursuant to Section 4.03(e)) and any Relief Act Interest Shortfall incurred in  
respect of the Mortgage Loans for any Distribution Date shall be allocated      
first, among the Class CE Certificates on a PRO RATA basis based on, and to the 
extent of, one month's interest at the then applicable respective Pass-Through  
Rate on the respective Notional Amount of each such Certificate and thereafter, 
among the Class A Certificates and the Mezzanine Certificates on a PRO RATA     
basis based on, and to the extent of, one month's interest at the then          
applicable respective Pass-Through Rate on the respective Certificate Principal 
Balance of each such Certificate and (2) the aggregate amount of any Realized   
Losses incurred for any Distribution Date and Net WAC Rate Carryover Amounts    
incurred for any Distribution Date shall be allocated among the Class CE        
Certificates on a PRO RATA basis based on, and to the extent of, one month's    
interest at the then applicable respective Pass-Through Rate on the Notional    
Amount of each such Certificate.                                                

            For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests for any Distribution Date:           

                 (A) The REMIC I Marker Allocation Percentage of the aggregate
         amount of any Prepayment Interest Shortfalls (to the extent not covered
         by payments by the Master Servicer pursuant to Section 4.03(e)) and the
 REMIC I Marker Allocation Percentage of any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any  
        Distribution Date shall be allocated first, to Uncertificated Interest
 payable to REMIC I Regular Interest I- LTAA and REMIC I Regular
Interest I-LTZZ up to an aggregate amount equal to the REMIC  

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  I Interest Loss Allocation Amount, 98% and 2%, respectively, and
    thereafter among REMIC I Regular Interest I-LTAV1, REMIC I Regular
     Interest I-LTAV2, REMIC I Regular Interest I-LTAF1, REMIC I Regular
     Interest I-LTAF2, REMIC I Regular Interest I-LTAF3, REMIC I Regular
     Interest I-LTAF4, REMIC I Regular Interest I-LTAF5, REMIC I Regular
    Interest I-LTAF6, REMIC I Regular Interest I-LTM1, REMIC I Regular
   Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
    Interest I-LTM4, REMIC I Regular Interest I- LTM5, REMIC I Regular
        Interest I-LTMV6, REMIC I Regular Interest I-LTMF6 and REMIC I Regular
       Interest I-LTZZ, PRO RATA based on, and to the extent of, one month's
       interest at the then applicable respective REMIC I Remittance Rate on
    the respective Uncertificated Balance of each such REMIC I Regular
Interest; and                                                 

                  (B) The REMIC I Sub WAC Allocation Percentage of the aggregate
         amount of any Prepayment Interest Shortfalls (to the extent not covered
         by payments by the Master Servicer pursuant to Section 4.03(e)) and the
  REMIC I Sub WAC Allocation Percentage of any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any  
        Distribution Date shall be allocated first, to Uncertificated Interest
        payable to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest
       I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest
       I-LT2GRP, REMIC I Regular Interest I-LT3SUB, REMIC I Regular Interest
         I-LT3GRP and REMIC I Regular Interest I-LTXX, PRO RATA based on, and to
       the extent of, one month's interest at the then applicable respective
     REMIC I Remittance Rate on the respective Uncertificated Balance of
each such REMIC I Regular Interest.                           

SECTION 1.03 Rights of the NIMS Insurer.    

            Each of the rights of the NIMS Insurer set forth in this
Agreement shall exist so long as (i) the NIMS Insurer has undertaken to         
guarantee certain payments of notes issued pursuant to an Indenture and (ii) any
series of notes issued pursuant to one or more Indentures remain outstanding or 
the NIMS Insurer is owed amounts in respect of its guarantee of payment on such 
notes; provided, however, the NIMS Insurer shall not have any rights hereunder  
(except pursuant to Section 11.01 in the case of clause (ii) below) during the  
period of time, if any, that (i) the NIMS Insurer has not undertaken to         
guarantee certain payments of notes issued pursuant to the Indenture or (ii) any
default has occurred and is continuing under the insurance policy issued by the 
NIMS Insurer with respect to such notes.                                        

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01. Conveyance of Mortgage Loans. 

               The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the      
Trustee without recourse for the benefit of the Certificateholders all the      
right, title and interest of the Depositor, including any security interest     

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

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

              (i) the original Mortgage Note, endorsed in blank, without
        recourse, or in the following form: "Pay to the order of Deutsche Bank
    National Trust Company, as Trustee under the applicable agreement,
        without recourse," with all prior and intervening endorsements showing
      a complete chain of endorsement from the originator to the Person so
         endorsing to the Trustee, or with respect to any lost Mortgage Note, an
         original Lost Note Affidavit; provided however, that such substitutions
         of Lost Note Affidavits for original Mortgage Notes may occur only with
         respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance
       of which is less than or equal to 2.00% of the Pool Balance as of the
Cut- off Date;                                                

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

            (iii) an original Assignment of the Mortgage assigned in
blank, without recourse;                                      

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

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

            (vi) the original lenders's title insurance policy or an
         attorney's opinion of title or similar guarantee of title acceptable to
    mortgage lenders generally in the jurisdiction where the Mortgaged
     Property is located, together with all endorsements or riders which
      were issued with or subsequent to the issuance of such policy, or in
the event such original title policy is unavailable, a written
       commitment or uniform binder or preliminary report of title issued by
the title insurance or escrow company.                        

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             If any of the documents referred to in Sections 2.01(ii),
(iii) or (iv) above has as of the Closing Date been submitted for recording but 
either (x) has not been returned from the applicable public recording office or 
(y) has been lost or such public recording office has retained the original of  
such document, the obligations of the Depositor to deliver such documents shall 
be deemed to be satisfied upon (1) delivery to the Trustee, or to the           
appropriate Custodian on behalf of the Trustee, of a copy of each such document 
certified by the applicable Originator in the case of (x) above or the          
applicable public recording office in the case of (y) above to be a true and    
complete copy of the original that was submitted for recording and (2) if such  
copy is certified by the applicable Originator, delivery to the Trustee, or to  
the appropriate Custodian on behalf of the Trustee, promptly upon receipt       
thereof of either the original or a copy of such document certified by the      
applicable public recording office to be a true and complete copy of the        
original. If the original lender's title insurance policy was not delivered     
pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be  
delivered to the Trustee, or to the appropriate Custodian on behalf of the      
Trustee, promptly after receipt thereof, the original lender's title insurance  
policy. The Depositor shall deliver or cause to be delivered to the Trustee, or 
to the appropriate Custodian on behalf of the Trustee, promptly upon receipt    
thereof any other original documents constituting a part of a Mortgage File     
received with respect to any Mortgage Loan, including, but not limited to, any  
original documents evidencing an assumption or modification of any Mortgage     
Loan.                                                                           

                The Seller shall promptly (and in no event later than thirty
(30) Business Days, subject to extension upon a mutual agreement between the    
Seller and the Trustee, following the later of (i) the Closing Date, (ii) the   
date on which the Seller receives the Assignment from the Custodian and (iii)   
the date of receipt by the Seller of the recording information for a Mortgage)  
submit or cause to be submitted for recording, at no expense to the Trust Fund  
or the Trustee, in the appropriate public office for real property records, each
Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute   
each original Assignment referred to in section 2.01(iii) above in the following
form: "Deutsche Bank National Trust Company, as Trustee under the applicable    
agreement." In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Seller shall promptly prepare or cause to be   
prepared a substitute Assignment or cure or cause to be cured such defect, as   
the case may be, and thereafter cause each such Assignment to be duly recorded. 

              Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the      
Assignments of Mortgage shall not be required to be submitted for recording     
(except with respect to any Mortgage Loan located in Maryland) unless such      
failure to record would result in a withdrawal or a downgrading by any Rating   
Agency of the rating on any Class of Certificates; provided further, however,   
each Assignment of Mortgage shall be submitted for recording by the Seller (at  
the direction of the Master Servicer) in the manner described above, at no      
expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i)    
reasonable direction by Holders of Certificates entitled to at least 25% of the 
Voting Rights or the NIMS Insurer, (ii) failure of the Master Servicer          
Termination Test, (iii) the occurrence of a bankruptcy, insolvency or           
foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer 
as described in Section 7.02 hereof and (v) if the Seller is not the Master     
Servicer and with respect to any one assignment or Mortgage, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the       
related Mortgage. Notwithstanding the foregoing, if the Master Servicer is      
unable to pay the cost of recording the Assignments of Mortgage, such           

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expense will be paid by the Trustee and shall be reimbursable to the Trustee as 
an Extraordinary Trust Fund Expense.                                            

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

       SECTION 2.02. Acceptance of REMIC I by the Trustee.

                Subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next paragraph below, 
the Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to 
a Custodial Agreement, receipt by the respective Custodian as the duly appointed
agent of the Trustee) of the documents referred to in Section 2.01 (other than  
such documents described in Section 2.01(v)) above and all interests and all    
other assets included in the definition of "REMIC I" under clauses (i), (iii),  
(iv) and (v) (to the extent of amounts deposited into the Distribution Account) 
and declares that it, or such Custodian as its agent, holds and will hold such  
documents and the other documents delivered to it constituting a Mortgage File, 
and that it holds or will hold all such assets and such other assets included in
the definition of "REMIC I" in trust for the exclusive use and benefit of all   
present and future Certificateholders.                                          

                On or prior to the Closing Date, the Trustee agrees, for the
benefit of the Certificateholders, to execute and deliver (or cause the         
Custodian to execute and deliver) to the Depositor and the NIMS Insurer an      
acknowledgment of receipt of the Mortgage Note (with any exceptions noted),     
substantially in the form attached as Exhibit C-3 hereto.                       

                  The Trustee agrees, for the benefit of the Certificateholders,
to review (or cause a Custodian on its behalf to review) each Mortgage Note     
within 45 days of the Closing Date and to certify in substantially the form     
attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of
the Initial Certification attached to the Custodial Agreement) that, as to each 
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception      
report annexed thereto as not being covered by such certification), (i) all     
documents constituting part of such Mortgage File (other than such documents    
described in Section 2.01(v)) required to be delivered to it pursuant to this   
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the   
related borrower and relate to such Mortgage Loan, (iii) based on its or the    
Custodian's examination and only as to the foregoing, the information set forth 
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),   
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"    
accurately reflects information set forth in the Mortgage File. It is herein    
acknowledged that, in conducting such review, the Trustee or such Custodian was 
under no duty or obligation (i) to inspect, review or examine any such          
documents,                                                                      

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instruments, certificates or other papers to determine whether they are genuine,
enforceable, or appropriate for the represented purpose or whether they have    
actually been recorded or that they are other than what they purport to be on   
their face or (ii) to determine whether any Mortgage File should include any of 
the documents specified in clause (v) of Section 2.01.                          

             Prior to the first anniversary date of this Agreement the
Trustee shall deliver to the Depositor, the Master Servicer and the NIMS Insurer
a final certification in the form annexed hereto as Exhibit C-2 (or shall cause 
the Custodian to deliver to the Trustee, the Depositor, the Master Servicer and 
the NIMS Insurer a final certification in the form attached to the Custodial    
Agreement) evidencing the completeness of the Mortgage Files, with any          
applicable exceptions noted thereon, with respect to all of the Mortgage Loans. 
Upon the request of the Master Servicer, any exception report related to the    
final certification shall be provided in an electronic computer readable format 
as mutually agreed upon by the Master Servicer and the Trustee.                 

                If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the     
Trustee or any Custodian finds any document or documents constituting a part of 
a Mortgage File to be missing, mutilated, torn or defaced or does not conform to
the requirements identified above, at the conclusion of its review the Trustee  
(or a Custodian on behalf of the Trustee) shall so notify the Depositor, the    
NIMS Insurer and the Master Servicer. In addition, upon the discovery by the    
Depositor, the NIMS Insurer, the Master Servicer or the Trustee of a breach of  
any of the representations and warranties made by the Seller in the Mortgage    
Loan Purchase Agreement in respect of any Mortgage Loan which materially        
adversely affects such Mortgage Loan or the interests of the related            
Certificateholders in such Mortgage Loan, the party discovering such breach     
shall give prompt written notice to the other parties.                          

                The Trustee (or a Custodian on behalf of the Trustee) shall,
at the written request and expense of any Certificateholder, provide a written  
report to such Certificateholder, of all Mortgage Files released to the Master  
Servicer for servicing purposes.                                                

                 SECTION 2.03. Repurchase or Substitution of Mortgage Loans by
                       the Seller or the Depositor; Payment of
                  Prepayment Charge Payment Amounts.

             (a) Upon discovery or receipt of notice (including notice
under Section 2.02) of any materially defective document in, or that a document 
is missing from, the Mortgage File or of the breach by the Seller of any        
representation, warranty or covenant under the Mortgage Loan Purchase Agreement 
in respect of any Mortgage Loan which materially adversely affects the value of 
such Mortgage Loan or the interest therein of the Certificateholders, the       
Trustee shall promptly notify the Seller, the NIMS Insurer and the Master       
Servicer of such defect, missing document or breach and request that the Seller 
deliver such missing document or cure such defect or breach within 90 days from 
the date the Seller was notified of such missing document, defect or breach, and
if the Seller does not deliver such missing document or cure such defect or     
breach in all material respects during such period, the Master Servicer (or, in 
accordance with Section 6.06(b), the Trustee) shall enforce the obligations of  
the Seller under the Mortgage Loan Purchase Agreement to repurchase such        
Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date  
on which the Seller was notified (subject to Section 2.03(d)) of such missing   
document, defect or breach, if and                                              

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to the extent that the Seller is obligated to do so under the Mortgage Loan     
Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall  
be deposited in the Collection Account, and the Trustee, upon receipt of written
certification from the Master Servicer of such deposit, shall release to the    
Seller the related Mortgage File and execute and deliver such instruments of    
transfer or assignment, in each case without recourse, as the Seller shall      
furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan 
released pursuant hereto, and the Trustee shall not have any further            
responsibility with regard to such Mortgage File. In lieu of repurchasing any   
such Mortgage Loan as provided above, if so provided in the Mortgage Loan       
Purchase Agreement, the Seller may cause such Mortgage Loan to be removed from  
REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute  
one or more Qualified Substitute Mortgage Loans in the manner and subject to the
limitations set forth in Section 2.03(c). It is understood and agreed that the  
obligation of the Seller to cure or to repurchase (or to substitute for) any    
Mortgage Loan as to which a document is missing, a material defect in a document
exists or as to which such a breach has occurred and is continuing shall        
constitute the sole remedy respecting such omission, defect or breach available 
to the Trustee on behalf of the Certificateholders.                             

               (b)(i) Promptly upon the earlier of discovery by the Master
Servicer or receipt of notice by the Master Servicer of the breach of any       
representation, warranty or covenant of the Master Servicer set forth in Section
2.05 which materially and adversely affects the interests of the                
Certificateholders in any Mortgage Loan, the Master Servicer shall cure such    
breach in all material respects.                                                

             (ii) Notwithstanding the provisions of Section 2.03(b)(i)
above,                                                        

(A)      [reserved]; and                    

               (B) on the later of (x) the Master Servicer Remittance Date
   next following the earlier of discovery by the Master Servicer or
        receipt of notice by the Master Servicer of the breach of the covenant
 made by the Master Servicer in Section 2.05(viii), which breach
      materially and adversely affects the interests of the Holders of the
  Class P Certificates to any Prepayment Charge and (y) the Master
        Servicer Remittance Date next following the Prepayment Period relating
         to such a breach, the Master Servicer shall deposit into the Collection
     Account, as a Master Servicer Prepayment Charge Payment Amount, the
         amount of the waived Prepayment Charge, but only to the extent required
under Section 2.03(b)(iii) below.                             

      (iii)    If with respect to any Prepayment Period,

            (A) the dollar amount of Prepayment Charges that are the
        subject of breaches by the Master Servicer of the covenant made by the
      Master Servicer in Section 2.05(viii), which breaches materially and
adversely affects the interests of the Holders of the Class P 
Certificates to such Prepayment Charges, exceeds              

           (B) 5% of the total dollar amount of Prepayment Charges
       payable by Mortgagors in connection with Principal Prepayments on the
     related Mortgage Loans that occurred during such Prepayment Period,

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then the amount required to be paid by the Master Servicer pursuant to Section  
2.03(b)(ii)(B) above shall be limited to an amount, that when added to the      
amount of Prepayment Charges actually collected by the Master Servicer in       
respect of Prepayment Charges relating to Principal Prepayments on the related  
Mortgage Loans that occurred during such Prepayment Period, will yield a sum    
equal to 95% of the total dollar amount of Prepayment Charges (exclusive of (A) 
Prepayment Charges not enforced or collected upon because (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,          
receivership and other similar laws relating to creditors' rights generally or  
(ii) the collectability thereof shall have been limited due to acceleration in  
connection with a foreclosure or other involuntary payment and (B) Prepayment   
Charges waived by the Master Servicer when such waiver does not breach the      
covenant set forth in Section 2.05(viii)) payable by Mortgagors in connection   
with Principal Prepayments on the related Mortgage Loans that occurred during   
such Prepayment Period.                                                         

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

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

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constitute part of the Mortgage Pool and shall be subject in all respects to the
terms of this Agreement and, in the case of a substitution effected by the      
Seller, the Mortgage Loan Purchase Agreement, including all applicable          
representations and warranties thereof.                                         

                  For any month in which the Depositor or the Seller 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 Scheduled Principal Balance thereof as of the date
of substitution, together with one month's interest on such Scheduled Principal 
Balance at the applicable Net Mortgage Rate. On the date of such substitution,  
the Depositor or the Seller, as the case may be, 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 Trustee, upon       
receipt of the related Qualified Substitute Mortgage Loan or Loans and          
certification by the Master Servicer of such deposit, shall release to the      
Depositor or the Seller, as the case may be, the related Mortgage File or Files 
and shall execute and deliver such instruments of transfer or assignment, in    
each case without recourse, as the Depositor or the Seller, as the case may be, 
shall deliver to it and as shall be necessary to vest therein any Deleted       
Mortgage Loan released pursuant hereto.                                         

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

              (d) Upon discovery by the Depositor, the NIMS Insurer, the
Seller, the Master Servicer or the Trustee that any Mortgage Loan does not      
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of   
the Code, the party discovering such fact shall within two Business Days give   
written notice thereof to the other parties. In connection therewith, the Seller
or the Depositor shall repurchase or, subject to the limitations set forth in   
Section 2.03(c), substitute one or more Qualified Substitute Mortgage Loans for 
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or  
substitution shall be made by the Seller. Any such repurchase or substitution   
shall be made in the same manner as set forth in Section 2.03(a). The Trustee   
shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage 
Loan to be released pursuant hereto in the same manner, and on the same terms   
and conditions, as it would a Mortgage Loan repurchased for breach of a         
representation or warranty.                                                     

SECTION 2.04. [Reserved].                   

                  SECTION 2.05. Representations, Warranties and Covenants of the
Master Servicer.

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

            (i) The Master Servicer is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
       Delaware and is duly authorized and qualified to transact any and all
       business contemplated by this 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 Agreement;               

             (ii) The Master Servicer has the full corporate power and
      authority to service each Mortgage Loan, and to execute, deliver and
         perform, and to enter into and consummate the transactions contemplated
      by this Agreement and has duly authorized by all necessary corporate
       action on the part of the Master Servicer the execution, delivery and
     performance of this Agreement; and this Agreement, assuming the due
        authorization, execution and delivery thereof by the Depositor and the
   Trustee, constitutes a legal, valid and binding obligation of the
        Master Servicer, enforceable against the Master Servicer in accordance
  with its terms, except to the extent that (a) the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, 
   receivership and other similar laws relating to creditors' rights
         generally and (b) the remedy of specific performance and injunctive and
 other forms of equitable relief may be subject to the equitable
         defenses and to the discretion of the court before which any proceeding
therefor may be brought;                                      

             (iii) The execution and delivery of this Agreement by the
    Master Servicer, the servicing of the Mortgage Loans by the Master
       Servicer hereunder, the consummation 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 Servicer to perform its obligations under this
 Agreement or (y) the business, operations, financial condition,
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               (iv) The Master Servicer is an approved seller/servicer for
  Fannie Mae or Freddie Mac in good standing and is a HUD approved
   mortgagee pursuant to Section 203 and Section 211 of the National
Housing Act;                                                  

            (v) Except as disclosed in the Prospectus Supplement, no
         litigation is pending against the Master Servicer that would materially
        and adversely affect the execution, delivery or enforceability of this
         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;                             

                  (vi) 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 Agreement or the consummation of the transactions
      contemplated by this Agreement, except for such consents, approvals,
        authorizations or orders, if any, that have been obtained prior to the
Closing Date;                                                 

(vii)    [Reserved];                        

            (viii) The Master Servicer will not waive any Prepayment
      Charge or part of a Prepayment Charge unless, (i) the enforceability
        thereof shall have been limited by bankruptcy, insolvency, moratorium,
   receivership and other similar laws relating to creditors' rights
      generally or (ii) the collectability thereof shall have been limited
due to acceleration in connection with a foreclosure or other 
  involuntary payment or (iii) in the Master Servicer's reasonable
       judgment as described in Section 3.01 hereof, (x) such waiver relates
         to a default or a reasonably foreseeable default, (y) such waiver would
      maximize recovery of total proceeds taking into account the value of
      such Prepayment Charge and related Mortgage Loan and (z) doing so is
       standard and customary in servicing similar Mortgage Loans (including
         any waiver of a Prepayment Charge in connection with a refinancing of a
        Mortgage Loan that is related to a default or a reasonably foreseeable
   default). In no event will the Master Servicer waive a Prepayment
        Charge in connection with a refinancing of a Mortgage Loan that is not
related to a default or a reasonably foreseeable default;     

                 (ix) The information set forth in the "monthly tape" provided
    to the Trustee or any of its affiliates is true and correct in all
material respects;                                            

                (x) With respect to each Mortgage Loan, the Assignment is in
recordable form; (except that the name of the assignee and the
     recording information with respect to such Mortgage Loan is blank);

                  (xi) 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; and                                       

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            (xii) The Master Servicer will transmit full-file credit
    reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
     Announcement 95-19 and that for each Mortgage Loan, Master Servicer
    agrees it shall report one of the following statuses each month as
   follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off.                            

         It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery  
of the Mortgage Files to the Trustee or to a Custodian, as the case may be, and 
shall inure to the benefit of the Trustee, the Depositor and the                
Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer,   
the Master Servicer or the Trustee of a breach of any of the foregoing          
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of   
the Certificateholders, the party discovering such breach shall give prompt     
written notice (but in no event later than two Business Days following such     
discovery) to the NIMS Insurer and the Trustee. Subject to Section 7.01, the    
obligation of the Master Servicer set forth in Section 2.03(b) to cure breaches 
(or in the case of the representations, warranties and covenants set forth in   
Section 2.05(vii) and Section 2.05(viii) above, to otherwise remedy such        
breaches pursuant to Section 2.03(b)) shall constitute the sole remedies against
the Master Servicer available to the Certificateholders, the Depositor or the   
Trustee on behalf of the Certificateholders respecting a breach of the          
representations, warranties and covenants contained in this Section 2.05.       

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

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

              SECTION 2.07. Conveyance of the REMIC I Regular Interests;
                                REMIC I, REMIC II, REMIC III and REMIC IV by the
       Trustee by the Trustee.

          (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in 
trust to the Trustee without recourse all the right, title and interest of the  
Depositor in and to the assets described in the definition of REMIC I for the   
benefit of the holders of the REMIC I Regular Interests (which are              
uncertificated) and the Class R Certificates (in respect of the Class R-I       
Interest). The Trustee acknowledges receipt of the                              

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assets described in the definition of REMIC I and declares that it holds and    
will hold the same in trust for the exclusive use and benefit of the holders of 
the REMIC I Regular Interests and the Class R Certificates (in respect of the   
Class R-I Interest). The interests evidenced by the Class R-I Interest, together
with the REMIC I Regular Interests, constitute the entire beneficial ownership  
interest in REMIC I.                                                            

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

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

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

                SECTION 2.08. Issuance of Class R Certificates and Class R-X
Certificates.   

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

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                  (b) The Trustee acknowledges the assignment to it of the Class
CE Interest and the Class P Interest and, concurrently therewith and in exchange
therefor, pursuant to the written request of the Depositor executed by an       
officer of the Depositor, the Trustee has executed, authenticated and delivered 
to or upon the order of the Depositor, the Class R-X Certificates in authorized 
denominations. The interests evidenced by the Class R-X Certificates, together  
with the Class CE Certificates and the Class P Certificates constitute the      
entire beneficial ownership interest in REMIC III and REMIC IV.                 

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF THE 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 Trustee and in the best interests of and for the benefit 
of the Certificateholders (as determined by the Master Servicer in its          
reasonable judgment) in accordance with (i) the terms of the respective Mortgage
Loans and any insurance policies related thereto, (ii) all Applicable           
Regulations, (iii) the terms of this Agreement, (iv) the Loss Mitigation Action 
Plan, if applicable, and (v) to the extent consistent with the preceding        
requirements, 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 prudent 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 of any Certificate by the Master Servicer
or any Affiliate of the Master Servicer;                      

              (iii) the Master Servicer's obligation to make 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 (the "Servicing Standard").            

               Subject only to the above-described servicing standards and
the terms of this 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 6.06, 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 Trustee, in accordance with the servicing       
standards set forth above, (i) to execute and deliver, on behalf of the         
Certificateholders and the Trustee, any and all instruments of satisfaction or  
cancellation, or of partial or full release or discharge, or of forbearance, or 
of modification and all other comparable                                        

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instruments, with respect to the Mortgage Loans and the Mortgaged Properties,   
(ii) to institute foreclosure proceedings or obtain a deed-in-lieu of           
foreclosure to convert the ownership of such properties, and to hold or cause to
be held title to such properties, in the name of the Trust Fund, on behalf of   
the Trustee and the Certificateholders, (iii) to market, sell and transfer title
of REO Properties held in the name of the Trust Fund to third party purchasers  
upon terms and conditions the Master Servicer deems reasonable under the        
Servicing Standard, (4) to bring or respond to civil actions or complaints (in  
its own name or that of the Trust Fund or the Trustee on behalf of the Trust    
Fund) related to any Mortgage Loan, Mortgaged Property or REO Property held by  
the Trust Fund and (5) execute any other document necessary or appropriate to   
enable the Master Servicer to carry out its servicing and administrative duties 
hereunder consistent with the Servicing Standard.                               

              At the written request of the Master Servicer, the Trustee
shall execute and furnish to the Master Servicer such documents as are necessary
or appropriate to enable the Master Servicer to carry out its servicing and     
administrative duties hereunder. By execution of this Agreement, the Trustee, on
behalf of the Trust Fund, hereby grants to the Master Servicer a power of       
attorney to execute any and all documents necessary to carry out any and all    
servicing duties described in this Agreement (including the taking of and       
transferring title of REO Properties to third parties held in the name of the   
Trustee for the benefit of the Trust) and expressly confirms that this paragraph
along with the face page and a copy of the signature page (duly executed) to    
this Agreement shall constitute the power of attorney for evidentiary and/or    
recording purposes. The Trustee shall not be liable for the actions of the      
Master Servicer or any Sub-Servicers under such powers of attorney.             

             Subject to Section 3.04(d) hereof, in accordance with the
Servicing Standard, 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, which advances shall be Servicing      
Advances reimbursable in the first instance from related collections from the   
Mortgagors pursuant to Section 3.04(d), and further as provided in Section      
3.05(a). 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 distributions to Certificateholders,  
be added to the unpaid Stated Principal Balance of the related Mortgage Loan,   
notwithstanding that the terms of such Mortgage Loan so permit.                 

           Consistent with the terms of this Agreement, the Master
Servicer may waive, modify or vary any term of any Mortgage Loan or consent to  
the postponement of strict compliance with any such term or in any manner grant 
indulgence to any Mortgagor if such waiver, modification, postponement or       
indulgence is in conformity with the Servicing Standard; PROVIDED, HOWEVER,     
that:                                                                           

                  (A) the Master Servicer shall not make future advances (except
as provided in Section 4.03);                                 

                  (B) the Master Servicer shall not permit any modification with
         respect to any Mortgage Loan that would change the Mortgage Rate, defer
      or forgive the payment of any principal or interest payments, reduce
 the outstanding Stated Principal Balance (except for reductions
  resulting from actual payments of principal) or extend the final
    maturity date on such Mortgage Loan (unless as provided in Section
3.02, (i) the Mortgagor is in default with                    

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       respect to the Mortgage Loan or (ii) such default is, in the judgment
of the Master Servicer, reasonably foreseeable); and          

            (C) the Master Servicer shall not consent to (i) partial
       releases of Mortgages, (ii) alterations, (iii) removal, demolition or
       division of properties subject to Mortgages, (iv) modification or (v)
       second mortgage subordination agreements with respect to any Mortgage
        Loan that would: (i) affect adversely the status of any Trust REMIC as
a REMIC,(ii) cause any Trust REMIC to be subject to a tax on  
    "prohibited transactions" or "contributions" pursuant to the REMIC
        Provisions, or (iii) both (x) effect an exchange or reissuance of such
       Mortgage Loan under Section 1001 of the Code (or Treasury regulations
         promulgated thereunder) and (y) cause any Trust REMIC constituting part
       of the Trust Fund to fail to qualify as a REMIC under the Code or the
       imposition of any tax on "prohibited transactions" or "contributions"
after the Startup Day under the REMIC Provisions.             

              To the extent consistent with the terms of this Agreement,
including Section 2.03 and Section 2.05, the Master Servicer may 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) such waiver relates to a default or a reasonably        
foreseeable default and would, in the reasonable judgment of the Master         
Servicer, maximize recovery of total proceeds taking into account the value of  
such Prepayment Charge and the related Mortgage Loan.                           

               The Master Servicer may delegate its responsibilities under
this Agreement; provided, however, that no such delegation shall release the    
Master Servicer from the responsibilities or liabilities arising under this     
Agreement. All references to Master Servicer in this Agreement shall be deemed  
to include any Sub-Servicer duly appointed by the Master Servicer pursuant to   
this Agreement.                                                                 

               SECTION 3.02. 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 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, 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 that any extension pursuant to clause (ii) above shall not   
affect the amortization schedule of any Mortgage Loan for purposes of any       
computation hereunder. The NIMS Insurer's prior written consent shall be        
required for any modification, waiver or amendment if the aggregate number of   
outstanding Mortgage Loans which have been modified, waived or amended exceeds  
5% of the number of Mortgage Loans as of the Cut-off Date. 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 
4.03 and in accordance with the amortization schedule of such Mortgage Loan     
without modification thereof by reason of such arrangements.                    

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                 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 Servicing      
Standard, 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, or    
consent to the postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor (any and all such waivers, modifications,     
variances, forgiveness of principal or interest, postponements, or indulgences  
collectively referred to herein as "forbearance"), PROVIDED, HOWEVER, that in   
determining which course of action permitted by this sentence it shall pursue,  
the Master Servicer shall adhere to the Loss Mitigation Action Plan. The Master 
Servicer's analysis supporting any forbearance and the conclusion that any      
forbearance meets the standards of Section 3.01 and the Loss Mitigation Action  
Plan shall be reflected in writing in the Mortgage File.                        

         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 Agreement, the Master Servicer, upon      
discovery or receipt of notice thereof, immediately shall deliver to the Trustee
for deposit in the Distribution Account from its own funds the amount of any    
such shortfall and shall indemnify and hold harmless the Trust Fund, the        
Trustee, the Depositor and any successor master servicer in respect of any such 
liability. Such indemnities shall survive the termination or discharge of this  
Agreement.                                                                      

SECTION 3.03. [Reserved].                   

        SECTION 3.04. Collection Account, Escrow Account and
     Distribution Account.

            (a) COLLECTION ACCOUNT. On behalf of the Trust Fund, the
Master Servicer shall segregate and hold all funds collected and received       
pursuant to each Mortgage Loan separate and apart from any of its own funds and 
general assets and shall establish and maintain in the name of the Trustee one  
or more accounts (such account or accounts, the "Collection Account") in        
accordance with this Section 3.04, held in trust for the benefit of the Trustee 
and the Certificateholders.                                                     

                  (b) DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the Trust
Fund, the Master Servicer shall deposit or cause to be deposited in the clearing
account (which account must be an Eligible Account) in which it customarily     
deposits payments and collections on mortgage loans in connection with its      
mortgage loan servicing activities on a daily basis, and in no event more than  
one Business Day after the Master Servicer's receipt thereof, and shall         
thereafter deposit in the Collection Account, in no event more than two Business
Days after the deposit of such funds into the clearing account, as and when     
received or as otherwise required hereunder, and retain therein, the following  
payments and collections received or made by it subsequent to the Cut-off Date  
with respect to the Mortgage Loans, 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:                                                  

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

                  (ii) all payments on account of interest on the Mortgage Loans
and REO Properties adjusted to the Net Mortgage Rate;         

                (iii) all Insurance Proceeds and Liquidation Proceeds (other
   than proceeds to be held in the Escrow Account and applied to the
    restoration or repair of the Mortgaged Property or released to the
      Mortgagor in accordance with the Servicing Standard) and any amounts
    received in respect of the rental of any REO Property prior to REO
Disposition;                                                  

              (iv) all proceeds related to the purchase, substitution or
    repurchase of any Mortgage Loan or REO Property in accordance with
Section 2.03;                                                 

          (v) any amounts required to be deposited by the Master
     Servicer pursuant to Section 3.09 in connection with the deductible
        clause in any blanket hazard insurance policy, such deposit being made
       from the Master Servicer's own funds, without reimbursement therefor;

           (vi) any amounts required to be deposited by the Master
 Servicer pursuant to Section 3.06 in connection with any losses
     realized on Permitted Investments with respect to funds held in the
Collection Account;                                           

                 (vii) all amounts required to be deposited in connection with
       shortfalls in principal amount of Qualified Substitute Mortgage Loans
  pursuant to Section 2.03 (for purposes of this clause (vii), the
     Cut-off Date with respect to any Qualified Substitute Mortgage Loan
shall be deemed to be the date of substitution); and          

         (viii) all Prepayment Charges collected by the Master
 Servicer, all Prepayment Charges payable by the Master Servicer
       pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment
   Charge Payment Amounts payable by the Master Servicer pursuant to
Section 2.03(b)(ii)(B) as limited by Section 2.03(b)(iii).    

            The foregoing requirements for deposit to 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, assumption fees, insufficient funds charges, modification fees and     
other ancillary fees (but not Prepayment Charges) need not be deposited by the  
Master Servicer in the Collection Account and shall upon collection, belong to  
the Master Servicer as additional compensation for its servicing activities. 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.                                                                

               (c) ESCROW ACCOUNT. The Master Servicer shall segregate and
hold all funds collected and received pursuant to each Mortgage Loan which      
constitute Escrow Payments separate and apart from any of its own funds and     
general assets and shall establish and maintain in the name                     

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of the Trustee one or more accounts (such account or accounts, the "Escrow      
Account") held in trust for the benefit of the Certificateholders and the       
Trustee.                                                                        

                 (d) DEPOSITS TO THE ESCROW ACCOUNT. The Master Servicer shall
deposit or cause to be deposited in the clearing account (which account must be 
an Eligible Account) in which it customarily deposits payments and collections  
on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Master        
Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account, 
in no event more than two Business Days after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder, and  
retain therein:                                                                 

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

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

              (e) DISTRIBUTION ACCOUNT. On behalf of the Trust Fund, the
Trustee shall segregate and hold all funds collected and received pursuant to   
this Agreement separate and apart from any of its own funds and general assets  
and shall establish and maintain in the name of the Trust Fund one or more      
segregated accounts (such account or accounts, the "Distribution Account"), held
in trust for the benefit of the Certificateholders.                             

          (f) TRUSTEE DEPOSITS TO THE DISTRIBUTION ACCOUNT. Upon
receipt, the Trustee shall deposit or cause to be deposited into the            
Distribution Account all payments of any nature received from the Master        
Servicer in accordance with this Agreement. The Trustee shall deposit in the    
Distribution Account any amounts required to be deposited pursuant to Section   
3.06 in connection with losses realized on Permitted Investments with respect to
funds held in the Distribution Account. Furthermore, promptly upon receipt of   
any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy, or 
federal bankruptcy court or other source, the Trustee shall deposit such funds  
in the Distribution Account, subject to withdrawal thereof pursuant to Section  
7.02(b) or as otherwise permitted hereunder.                                    

             (g) MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION
ACCOUNT. On behalf of the Trust Fund, the Master Servicer shall deliver to the  
Trustee in immediately available funds for deposit in the Distribution Account  
by 3:00 p.m. (New York time) on the Master Servicer Remittance Date, (i) that   
portion of Available Funds (calculated without regard to the references in      
clause (2) of the definition thereof to amounts that may be withdrawn from the  
Distribution Account) for the related Distribution Date then on deposit in the  
Collection Account, (ii) without duplication, the amount of all Prepayment      
Charges collected by the Master Servicer, all Prepayment Charges payable by the 
Master Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer      
Prepayment Charge Payment Amounts payable by the Master Servicer pursuant to    
Section 2.03(b)(ii)(B), subject to Section 2.03(b)(iii) (in each case to the    
extent not related to Principal Prepayments occurring after the related         
Prepayment Period) and (iii) any amounts reimbursable to an Advancing Person    
pursuant to Section 3.23 and the terms of the related Advance Facility.         

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                 In addition, the Master Servicer shall deliver to the Trustee
from time to time as required by this Agreement, for deposit and the Trustee    
shall so deposit, in the Distribution Account:                                  

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

                 (ii) any amounts required to be deposited pursuant to Section
3.13 in connection with any REO Property;                     

                 (iii) any amounts to be paid in connection with a purchase of
        Mortgage Loans and REO Properties pursuant to Section 3.16 and Section
9.01;                                                         

                  (iv) any Compensating Interest as required pursuant to Section
4.03(e);                                                      

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

               (vi) any amounts required to be paid by the Master Servicer
    pursuant to Section 3.06 in connection with any losses realized on
    Permitted Investments with respect to funds held in the Collection
Account; and                                                  

               (v) any amounts required to be paid to the Trustee from the
        assets of the Trust Fund on deposit in the Collection Account pursuant
        to this Agreement, including but not limited to amounts required to be
paid to the Trustee pursuant to Section 7.02 and Section 8.05.

            Funds held in the Collection Account pursuant to Section
3.04(b) may at any time be delivered by the Master Servicer to the Trustee for  
deposit into the Distribution Account and for all purposes of this Agreement    
shall be deemed to be a part of the Collection Account until the Business Day   
prior to the Distribution Date; provided, however, that the Trustee shall have  
the sole authority to withdraw any funds held pursuant to this paragraph. In the
event the Master Servicer shall deliver to the Trustee for deposit in the       
Distribution Account any amount not required to be deposited therein, it may at 
any time request that the Trustee withdraw such amount from the Distribution    
Account and remit to it any such amount, any provision herein to the contrary   
notwithstanding.                                                                

            (h) INVESTMENT OF ACCOUNT FUNDS. Funds on deposit in the
Collection Account, the Distribution Account, any REO Account and any Escrow    
Account may be invested in Permitted Investments in accordance with the         
provisions set forth in Section 3.06. Any investment earnings or interest paid  
on funds deposited in the Collection Account, any REO Account and any Escrow    
Account (subject to Section 3.05(b)) shall accrue to the benefit of the Master  
Servicer and the Master Servicer shall be entitled to retain and withdraw such  
interest from each such account on a daily basis. Any investment earnings or    
interest paid on funds deposited in the Distribution Account, shall accrue to   
the benefit of the Trustee and the Trustee shall be entitled to retain and      
withdraw such interest from each such account on a daily basis.                 

                  Funds on deposit in the Net WAC Rate Reserve Carryover Account
may be invested in Permitted Investments in accordance with Section 3.06 subject
to any limitations set forth in                                                 

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Section 4.10 (with respect to the Net WAC Rate Carryover Reserve Account) and   
any investment earnings or interest paid shall accrue to the benefit of the     
party designated in such section.                                               

                (i) CREATION, LOCATION AND SUBSEQUENT TRANSFERS OF ACCOUNTS.
Each account created pursuant to this Agreement must be an Eligible Account. On 
or prior to the Closing Date, the Master Servicer and the Trustee shall give    
notice, to each other, the NIMS Insurer and the Depositor of the location of any
account created by it pursuant to this Agreement. From time to time, the Master 
Servicer and the Trustee may each transfer any account created by it to a       
different depository institution provided that upon such transfer the written   
notice is provided to all other parties listed in the preceding sentence.       

           SECTION 3.05. Permitted Withdrawals From the Collection
                        Account, Escrow Account and Distribution
Account.        

                 (a) COLLECTION ACCOUNT. The Master Servicer may, from time to
time, withdraw from the Collection Account for the following purposes or as     
described in Section 4.03:                                                      

               (i) to remit to the Trustee for deposit in the Distribution
    Account the amounts required to be so remitted pursuant to Section
       3.04(g) or permitted to be so remitted pursuant to the last paragraph
of Section 3.04(g);                                           

                (ii) subject to Section 3.12(c), to reimburse itself for (a)
        any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances and
         (c) any unreimbursed Advances, the Master Servicer's right to reimburse
  itself pursuant to this subclause (ii) being limited to any Late
       Collections, Liquidation Proceeds, and Insurance Proceeds received on
      the related Mortgage Loan and any amounts received in respect of the
     rental of the related REO Property prior to an REO Disposition that
      represent payments of principal and/or interest respecting which any
such advance was made;                                        

                  (iii) to reimburse itself for (a) any unpaid Servicing Fees to
         the extent not recoverable under Section 3.05(a)(ii) and (b) any unpaid
     Advances or Servicing Advances that have been deemed Nonrecoverable
Advances or Nonrecoverable Servicing Advances;                

         (iv) to pay to itself any Prepayment Interest Excess;

            (v) to reimburse itself for any amounts paid pursuant to
Section 3.12(b) (and not otherwise previously reimbursed);    

                (vi) to pay to itself as servicing compensation any interest
earned on funds in the Collection Account;                    

             (vii) subject to Section 4.03(b), to reimburse the Master
         Servicer in respect of any unreimbursed Advances to the extent of funds
      held in the Collection Account for future distribution that were not
  included in Available Funds for the preceding Distribution Date;

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                (viii) 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 6.03;      

                (ix) to remit to the Trustee any amounts that the Trustee is
      permitted to be paid or reimbursed from the assets of the Trust Fund
         pursuant to the terms of this Agreement, including the terms of Section
7.02(a) and Section 8.05 of this Agreement;                   

                  (x) to reimburse the NIMS Insurer, the Master Servicer (if the
       Master Servicer is not an Affiliate of the Seller) or the Trustee, as
  the case may be, for enforcement expenses reasonably incurred in
        respect of the breach or defect giving rise to the purchase obligation
         under Section 2.03 of this Agreement that were included in the Purchase
       Price of the Mortgage Loan, including any expenses arising out of the
enforcement of the purchase obligation;                       

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

                  (xi) to transfer funds in the Collection Account maintained at
   a particular depository to the Collection Account maintained at a
different depository, pursuant to Section 3.04(i);            

(xii) [reserved]; and                       

                 (xiii) to clear and terminate the Collection Account upon the
termination of this Agreement.                                

            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 
shall be remitted to the Trustee, 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, on or  
before 3:00 p.m. New York time on such Business Day, withdraw from the          
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Master Servicer, the Trustee or any Sub-Servicer pursuant to Section 3.05   
and shall pay such amounts to the Persons entitled thereto.                     

                 The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. 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.                                         

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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), (vii),    
(viii) and (xi) above. The Master Servicer shall provide written notification to
the Trustee and the NIMS Insurer on or prior to the next succeeding Master      
Servicer Reporting Date, upon making any withdrawals from the Collection Account
pursuant to subclause (viii) above.                                             

             (b) ESCROW ACCOUNT. The Master Servicer may, from time to
time, withdraw from the Escrow Account for the following purposes:              

               (i) to effect payments of ground rents, taxes, assessments,
water rates, hazard insurance premiums and comparable items;  

           (ii) to reimburse the Master Servicer for any Servicing
        Advance made by the Master Servicer with respect to a related Mortgage
        Loan but only from amounts received on the related Mortgage Loan which
represent late payments or Late Collections of Escrow Payments
thereunder;                                                   

        (iii) to refund to the Mortgagor any funds as may be
determined to be overages;                                    

                  (iv) for transfer to the Collection Account in accordance with
the terms of this Agreement;                                  

                 (v) for application to restoration or repair of the Mortgaged
Property;                                                     

                  (vi) to pay to the Master Servicer, or to the Mortgagor to the
         extent required by the related Mortgage Loan or Applicable Regulations,
 any interest paid on the funds deposited in the Escrow Account;

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

              (viii) to transfer to the Collection Account any Insurance
Proceeds.                                                     

               In the event the Master Servicer shall deposit in an Escrow
Account any amount not required to be deposited therein, it may at any time     
withdraw such amount from such Escrow Account, any provision herein to the      
contrary notwithstanding. As part of its servicing duties, the Master Servicer  
shall pay to the Mortgagor interest on funds in the Escrow Account, to the      
extent required by the related Mortgage Loan or Applicable Regulations, and to  
the extent that interest earned on funds in the Escrow Account is insufficient, 
shall pay such interest from its own funds, without any reimbursement therefor. 
The Master Servicer may pay to itself any excess interest on funds in the Escrow
Account, to the extent such action is in conformity with the Servicing Standard,
is permitted by law and such amounts are not required to be paid to Mortgagors  
or used for any of the other purposes set forth above.                          

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             (c) DISTRIBUTION ACCOUNT. The Trustee shall, from time to
time, make withdrawals from the Distribution Account, for any of the following  
purposes:                                                                       

                 (i) to make distributions to Certificateholders in accordance
with Section 4.01;                                            

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

           (iii) to pay itself any interest income earned on funds
 deposited in the Distribution Account pursuant to Section 3.06;

                 (iv) to reimburse itself pursuant to Section 7.01 and Section
7.02(b);                                                      

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

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

                SECTION 3.06. Investment of Funds in the Collection Account,
                           the Escrow Account, the REO Account and the
     Distribution Account.

                 (a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Escrow Account (subject to Section      
3.05(b)), and the REO Account and the Trustee may direct any depository         
institution maintaining the Distribution Account, (for purposes of this Section 
3.06, each an "Investment Account"), to invest the funds in such Investment     
Account in one or more Permitted Investments bearing interest or sold at a      
discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the date on which such funds are required to be       
withdrawn from such account pursuant to this Agreement, if a Person other than  
the Trustee is the obligor thereon, and (ii) no later than the date on which    
such funds are required to be withdrawn from such Investment Account pursuant to
this Agreement, if the Trustee is the obligor thereon. All such Permitted       
Investments shall be held to maturity, unless payable on demand. Any investment 
of funds in an Investment Account shall be made in the name of the Trustee (in  
its capacity as such) or in the name of a nominee of the Trustee. The Trustee   
shall be entitled to sole possession (except with respect to investment         
direction of funds held in the Collection Account, the Escrow Account, and the  
REO Account) over each such investment and (except with respect to the income on
funds held in the Collection Account, the Escrow Account and the REO Account)   
the income thereon, and any certificate or other instrument evidencing any such 
investment shall be delivered directly to the Trustee or its agent, together    
with any document of transfer necessary to transfer title to such investment to 
the Trustee or its nominee. In the event amounts on deposit in an Investment    
Account are at any time invested in a Permitted Investment payable on demand,   
the Trustee shall:                                                              

       (i) 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             

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

                (b) All income in the nature of interest from the investment
of funds in the Collection Account, the Escrow Account (subject to Section      
3.05(b)) and the REO Account shall be for the benefit of the Master Servicer as 
compensation for the Master Servicer's services pursuant to this Agreement. The 
Master Servicer shall deposit in the Collection Account, the Escrow Account, and
the REO Account from its own funds the amount of any loss incurred in respect of
any such Permitted Investment made with funds in such account immediately upon  
realization of such loss.                                                       

                 (c) All income in the nature of interest or earnings from the
investment of funds in the Distribution Account shall be for the benefit of the 
Trustee as compensation for the Trustee's services pursuant to this Agreement.  
The Trustee shall deposit in the Distribution Account from its own funds the    
amount of any loss incurred on Permitted Investments in the Distribution        
Account.                                                                        

              (d) Funds on deposit in the Net WAC Rate Carryover Reserve
Account may be invested in Permitted Investments in accordance with this Section
3.06 subject to any limitations set forth in Section 4.10 (with respect to the  
Net WAC Rate Carryover Reserve Account) and any investment earnings or interest 
paid shall accrue to the benefit of the party designated in such section and the
party so designated shall deposit in the related account from its own funds the 
amount of any loss incurred on Permitted Investments in such account.           

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

              (f) The Trustee or its Affiliates are permitted to receive
compensation that could be deemed to be in the Trustee's economic self-interest 
for (i) serving as investment adviser, administrator, shareholder, servicing    
agent, custodian or sub-custodian with respect to certain of the Permitted      
Investments, (ii) using Affiliates to effect transactions in certain Permitted  
Investments and (iii) effecting transactions in certain Permitted Investments.  
Such compensation shall not be considered an amount that is reimbursable or     
payable pursuant to Section 3.05.                                               

                SECTION 3.07. Payment of Taxes, Insurance and Other Charges.

                 With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,         
assessments, water rates and other charges which are or may become a lien upon  
the Mortgaged Property and the status of fire and hazard insurance coverage and,
as to those Mortgage Loans subject to a voluntary escrow agreement, shall       
obtain, from time to time, all bills for the payment of such charges (including 
renewal premiums) and shall                                                     

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effect payment thereof prior to the applicable penalty or termination date and  
at a time appropriate for securing maximum discounts allowable, employing for   
such purpose deposits of the Mortgagor in the Escrow Account which shall have   
been estimated and accumulated by the Master Servicer in amounts sufficient for 
such purposes, as allowed under the terms of the Mortgage or Applicable         
Regulations. The Master Servicer assumes full responsibility for the timely     
payment of all such bills and shall effect timely payments of all such bills    
irrespective of the Mortgagor's faithful performance in the payment of same or  
the making of the Escrow Payments and shall make Servicing Advances from its own
funds to effect such payments. To the extent that the Mortgage does not provide 
for Escrow Payments, the Master Servicer shall use reasonable efforts consistent
with the Servicing Standard to determine that any such payments are made by the 
Mortgagor at the time they first become due and shall ensure that the Mortgaged 
Property is not lost to a tax lien as a result of nonpayment and that such      
Mortgaged Property is not left uninsured.                                       

              SECTION 3.08.             Maintenance of Hazard Insurance.

             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 least of (i) the current   
Stated Principal Balance of such Mortgage Loan, (ii) the amount necessary to    
fully compensate for any damage or loss to the improvements that are a part of  
such property on a replacement cost basis and (iii) the maximum insurable value 
of the improvements which are a part of such Mortgaged Property, in each case in
an amount not less than such amount as is necessary to avoid the application of 
any coinsurance clause contained in the related hazard insurance policy. The    
Master Servicer shall also cause to be maintained fire insurance with extended  
coverage on each REO Property in an amount which is at least equal to the lesser
of (i) the maximum insurable value of the improvements which are a part of such 
property and (ii) the outstanding Stated Principal Balance of the related       
Mortgage Loan, plus accrued interest at the Mortgage Rate and related Servicing 
Advances (each measured at the time it became an REO Property). The Master      
Servicer will comply in the performance of this Agreement with all reasonable   
rules and requirements of each insurer under any such hazard policies. Any      
amounts to be collected by the 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 3.05, if received in respect of a     
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 
3.13, 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 distributions to Certificateholders, 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, 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 Stated Principal Balance of the related Mortgage Loan; (ii) the      
maximum amount of such insurance available for the                              

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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) and (iii) the maximum insurable value of the improvements which   
are part of the related Mortgaged Property.                                     

            SECTION 3.09. Maintenance of Mortgage Blanket Insurance.

          In the event that the Master Servicer shall obtain and
maintain a blanket policy with an insurer having a General Policy Rating of A:V 
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 Section 3.08, 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 Section 3.08, 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 Trustee and Certificateholders, claims under  
any such blanket policy in a timely fashion in accordance with the terms of such
policy.                                                                         

                SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance.

              The Master Servicer shall keep in force during the term of
this Agreement a policy or policies of insurance covering errors and omissions  
for failure in the performance of the Master Servicer's obligations under this  
Agreement, which policy or policies shall be in such form and amount that would 
meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of  
the Mortgage Loans, unless the Master Servicer has obtained a waiver of such    
requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also     
maintain a fidelity bond in the form and amount that would meet the requirements
of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver  
of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall  
provide the Trustee and the NIMS Insurer (upon reasonable request) with copies  
of any such insurance policies and fidelity bond. 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 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 3.11. 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           

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Mortgage Loan under the "due-on-sale" clause, if any, applicable thereto;       
provided, however, that the Master Servicer 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 is authorized to 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 Master Servicer. In connection with  
any assumption or substitution, the Master Servicer shall apply such            
underwriting standards and follow such practices and procedures as shall be     
normal and usual in its general mortgage servicing activities and as it applies 
to other mortgage loans owned solely by it. The 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, or a new policy meeting the requirements of this Section is obtained.   
Any fee collected by the Master Servicer in respect of an assumption or         
substitution of liability agreement will 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 or otherwise         
permitted under Section 3.01. The Master Servicer shall notify the Trustee and  
any respective Custodian that any such substitution or assumption agreement has 
been completed by forwarding to the Trustee or to such Custodian, as the case   
may be, the executed original of such substitution or assumption agreement,     
which document shall be added to the related Mortgage File and shall, for all   
purposes, be considered a part of such Mortgage File to the same extent as all  
other documents and instruments constituting a part thereof.                    

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the 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 3.11,
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 3.12. Realization Upon Defaulted Mortgage Loans.

                (a) The Master Servicer shall, consistent with the Servicing
Standard and the Loss Mitigation Action Plan, 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 3.02. 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                             

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Advances by the Master Servicer as contemplated in Section 3.05 and Section     
3.13. 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
3.12 or any other provision of this 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 Trustee,    
either (i) obtain title to such Mortgaged Property as a result of or in lieu of 
foreclosure or otherwise or (ii) otherwise acquire possession of, or take any   
other action with respect to, such Mortgaged Property, if, as a result of any   
such action, the Trustee, the Trust Fund or the Certificateholders would be     
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an  
"owner" or "operator" of such Mortgaged Property within the meaning of the      
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended from time to time, or any comparable law, unless the Master Servicer has
also previously determined, based on its reasonable judgment and a report       
prepared by a Person who regularly conducts environmental audits using customary
industry standards, that:                                                       

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

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

              Notwithstanding the foregoing, if such environmental audit
reveals, or if the Master Servicer has actual knowledge or notice, that such    
Mortgaged Property contains such toxic or hazardous wastes or substances, the   
Master Servicer shall not foreclose or accept a deed in lieu of foreclosure     
without the prior written consent of the NIMS Insurer.                          

              The cost of the environmental audit report contemplated by
this Section 3.12 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 3.05(a)(v), such right of reimbursement being prior to the  
rights of Certificateholders to receive any amount in the Collection Account    
received in respect of the affected Mortgage Loan or other Mortgage Loans.      

                  If the Master Servicer determines, as described above, that it
is in the best economic interest of the Trust Fund to take such actions as are  
necessary to bring any such Mortgaged Property                                  

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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 Fund. 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 3.05(a)(v), such    
right of reimbursement being prior to the rights of Certificateholders to       
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.                                          

               (c) 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 Advances, pursuant to Section 3.05(a)(ii); SECOND, to accrued and  
unpaid interest on the Mortgage Loan, to the date of the Final Recovery         
Determination, or to the Due Date prior to the Distribution Date on which such  
amounts are to be distributed if not in connection with a Final Recovery        
Determination; and THIRD, as a recovery of principal of the Mortgage Loan. If   
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such    
recovery will be allocated by the 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       
3.05(a)(ii).                                                                    

          SECTION 3.13. Title, Management and Disposition of REO
Property.       

                 (a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, in trust for the benefit of
the Certificateholders. Pursuant to the power of attorney granted in Section    
3.01, the Master Servicer is hereby authorized to transfer the title of any REO 
Property taken in the name of the Trustee to a third party purchaser pursuant to
this Section 3.13 without further documentation of its authority as             
attorney-in-fact for the Trustee on behalf of the Trust. The Master Servicer, on
behalf of the Trust Fund (and on behalf of the Trustee for the benefit of the   
Certificateholders), shall either sell any REO Property before the close of the 
third taxable year after the year the Trust Fund acquires ownership of such REO 
Property for purposes of Section 860G(a)(8) of the Code or request from the     
Internal Revenue Service, no later than 60 days before the day on which the     
three-year grace period would otherwise expire, an extension of the three-year  
grace period, unless the Master Servicer shall have delivered to the Trustee,   
the NIMS Insurer and the Depositor an Opinion of Counsel, addressed to the      
Trustee, the NIMS Insurer and the Depositor, to the effect that the holding by  
the Trust Fund of such REO Property subsequent to three years after its         
acquisition will not result in the imposition on any Trust REMIC of taxes on    
"prohibited transactions" thereof, as defined in Section 860F of the Code, or   
cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any    
time that any Certificates are outstanding. The Master Servicer shall manage,   
conserve, protect and operate each REO Property for the benefit of the          
Certificateholders and solely for the purpose of its prompt disposition and sale
in a manner which does not cause such REO Property to fail to qualify as        
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or  
result in the receipt by any Trust REMIC of any                                 

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"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)  
of the Code, or any "net income from foreclosure property" which is subject to  
taxation under the REMIC Provisions.                                            

              (b) The 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 with respect to REO Properties an account held in trust for the Trustee
for the benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall 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 full power and authority,
subject only to the specific requirements and prohibitions of this Agreement    
(including the Loss Mitigation Action Plan), 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 Certificateholders and     
appropriate to effect the prompt disposition and sale of the REO Property. In   
connection therewith, the Master Servicer shall deposit, or cause to be         
deposited in the clearing account (which account must be an Eligible Account) in
which it customarily deposits payments and collections on mortgage loans in     
connection with its mortgage loan servicing activities on a daily basis, and in 
no event more than one Business Day after the Master Servicer's receipt thereof,
and shall thereafter deposit in the REO Account, in no event more than two      
Business Days after the deposit of such funds into the clearing account, 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.                                                                   

           Notwithstanding the Master Servicer's obligation to the
Certificateholders to manage and operate (including the collection of rents from
existing tenants and management of any leases acquired with the REO property to 
the extent applicable) the REO Property from the date of acquisition until the  
date of sale, neither the Master Servicer nor the Trustee shall knowingly:      

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

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

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

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

unless, in any such case, the Master Servicer has obtained an Opinion of        
Counsel, provided to the Trustee and the NIMS Insurer, to the effect that such  
action will not cause such REO Property to fail to qualify as "foreclosure      
property" within the meaning of Section 860G(a)(8) of the Code at any time that 
it is held by the Trust Fund, and (B) the Master Servicer has received written  
notice from the Trustee that it has received written consent from the NIMS      
Insurer that the specific action may be taken.                                  

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

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

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

                 (iii) none of the provisions of this Section 3.13(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 Trustee on behalf of the        
        Certificateholders 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.                                                 

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           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 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. The Master Servicer shall not engage an Independent
Contractor to engage in any activities that the Master Servicer would not be    
permitted to engage in itself in accordance with the other provisions of this   
Agreement (including the Loss Mitigation Action Plan).                          

              (d) In addition to the withdrawals permitted under Section
3.13(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 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 Distribution Account in accordance
with Section 3.04(g)(ii), for distribution on the related Distribution Date in  
accordance with Section 4.01, the income from the related REO Property received 
during the prior calendar month, net of any withdrawals made pursuant to Section
3.13(c) or this Section 3.13(d).                                                

            (e) Subject to the time constraints set forth in Section
3.13(a), (including the constraint that the Master Servicer hold and manage each
REO Property "solely for the purpose of its prompt disposition") each REO       
disposition shall be carried out by the Master Servicer at such price and upon  
such terms and conditions as shall be in conformity with the requirements of the
Loss Mitigation Action Plan and as shall be normal and usual in its general     
servicing activities for similar properties.                                    

                (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 Distribution Account  
in accordance with Section 3.04(g)(ii) on the Master Servicer Remittance Date in
the month following the receipt thereof for distribution on the related         
Distribution Date in accordance with Section 4.01. Any REO Disposition shall be 
for cash only (unless changes in the REMIC Provisions made subsequent to the    
Startup Day allow a sale for other consideration).                              

SECTION 3.14. [Reserved].                   

           SECTION 3.15. Reports of Foreclosure and Abandonment of
     Mortgaged Properties.

           The Master Servicer shall file information returns with
respect to the receipt of mortgage interest received in a trade or business,    
reports of foreclosures and abandonments of any Mortgaged Property and          
cancellation of indebtedness income with respect to any Mortgaged Property as   
required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such     
reports shall be                                                                

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in form and substance sufficient to meet the reporting requirements imposed by  
such Sections 6050H, 6050J and 6050P of the Code.                               

                SECTION 3.16. Optional Purchase of Defaulted Mortgage Loans.

          (a)(i) The NIMS Insurer may, at its option, purchase a
Mortgage Loan which has become 90 or more days delinquent or for which the      
Master Servicer has accepted a deed in lieu of foreclosure. Prior to purchase   
pursuant to this Section 3.16(a)(i), the Master Servicer shall be required to   
continue to make Advances pursuant to Section 4.03. The NIMS Insurer shall not  
use any procedure in selecting Mortgage Loans to be repurchased which is        
materially adverse to the interests of the Certificateholders. The NIMS Insurer 
shall purchase such delinquent Mortgage Loan at a price equal to the Purchase   
Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to   
this Section 3.16(a)(i) shall be accomplished by remittance to the Master       
Servicer for deposit in the Collection Account of the amount of the Purchase    
Price. The Trustee shall effectuate the conveyance of such delinquent Mortgage  
Loan to the NIMS Insurer to the extent necessary, as requested, and the Trustee 
shall promptly deliver all documentation to the NIMS Insurer.                   

                (ii) During the first full calender month (but excluding the
last Business Day thereof) following a Mortgage Loan or related REO Property    
becoming 90 days or more delinquent, the Master Servicer shall have the option, 
but not the obligation to purchase from the Trust Fund any such Mortgage Loan or
related REO Property that is then still 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 Trustee prior to purchase), at a price equal to the Purchase     
Price. The Purchase Price for any Mortgage Loan or related REO Property         
purchased hereunder shall be deposited in the Collection Account, and the       
Trustee, upon written certification of such deposit, shall release or cause to  
be released to the Master Servicer the related Mortgage File and the Trustee    
shall execute and deliver such instruments of transfer or assignment, in each   
case without recourse, as the Master Servicer shall furnish and as shall be     
necessary to vest in the Master Servicer title to any Mortgage Loan or related  
REO Property released pursuant hereto.                                          

                  (b) If with respect to any delinquent Mortgage Loan or related
REO Property, the option of the Master Servicer set forth in the preceding      
paragraph shall have arisen but the Master Servicer shall have failed to        
exercise such option on or before the Business Day preceding the last Business  
Day of the calender month following the calender month during which such        
Mortgage Loan or related REO Property first became 90 days or more delinquent,  
then such option shall automatically expire; provided, however, that if any such
Mortgage Loan or related REO Property shall cease to be 90 days or more         
delinquent but then subsequently shall again become 90 days or more delinquent, 
then the Master Servicer shall be entitled to another repurchase option with    
respect to such Mortgage Loan or REO Property as provided in the preceding      
paragraph.                                                                      

                  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      
promptly notify the Trustee and any related Custodian by a                      

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certification in the form of Exhibit E or such other form supplied by the Master
Servicer provided that it does not differ from the substantive content of       
Exhibit E, (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are    
required to be deposited in the Collection Account pursuant to Section 3.04(b)  
have been or will be so deposited) of a Servicing Officer and shall request     
delivery to it of the Mortgage File. Upon receipt of such certification and     
request, the Trustee or such Custodian, as the case may be, shall promptly      
release (and in no event more than three (3) Business Days thereafter) the      
related Mortgage File to the Master Servicer. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable 
to the Collection Account or the Distribution Account.                          

                 (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under 
any insurance policy relating to the Mortgage Loans, the Trustee and any related
Custodian shall, upon request of the Master Servicer and delivery to the Trustee
or such Custodian, as the case may be, of a Request for Release in the form of  
Exhibit E or such other form supplied by the Master Servicer provided that it   
does not differ from the substantive content of Exhibit E, release the related  
Mortgage File to the Master Servicer, and the Trustee shall, at the direction of
the Master Servicer, execute such documents as shall be necessary to the        
prosecution of any such proceedings and the Master Servicer shall retain such   
Mortgage File in trust for the benefit of the Certificateholders. Such Request  
for Release shall obligate the Master Servicer to return each and every document
previously requested from the Mortgage File to the Trustee or to such Custodian 
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 to   
the Trustee a certificate of a Servicing Officer certifying as to the name and  
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all   
amounts received or to be received in connection with such liquidation that are 
required to be deposited into the Collection Account have been so deposited, or 
that such Mortgage Loan has become an REO Property, upon request, a copy of the 
Request for Release shall be released by the Trustee or such Custodian to the   
Master Servicer.                                                                

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

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                 (d) The Trustee and the Master Servicer may mutually agree on
policies and procedures (commercially reasonable in nature) to allow the        
submission of any and all requests for the release of a Mortgage File           
electronically with a digital signature or other identifier to designate the    
Servicing Officer of the Master Servicer requesting such collateral.            

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 4.03(e). 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   
3.05(a)(ii), out of general funds in the Collection Account to the extent       
permitted by Section 3.05(a) and out of amounts derived from the operation and  
sale of an REO Property to the extent permitted by Section 3.13. 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 Agreement.                                           

               Additional servicing compensation in the form of assumption
fees, late payment charges, insufficient funds fees, reconveyance fees and other
similar fees and charges (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 
3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h)
to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw 
from any REO Account, as additional servicing compensation, interest or other   
income earned on deposits therein, subject to Section 3.06. 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 3.08, Section 3.09 and Section 3.10, 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 in Section 8.05, the fees and     
expenses of the Trustee) and shall not be entitled to reimbursement therefor    
except as specifically provided herein.                                         

SECTION 3.19. Statement as to Compliance.   

             The Master Servicer will deliver to the Trustee, the NIMS
Insurer, the Depositor and each Rating Agency on or before March 15th of each   
calendar year commencing in 2004, an Officers' Certificate, in a form similar to
Exhibit M attached hereto agreeable to the parties 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 Agreement has  
been made under such officers' supervision and (ii) to the best of such         
officers' knowledge, based on such review, the Master Servicer has fulfilled all
of its obligations under this Agreement throughout such year, or, if there has  
been a default in the fulfillment of any such obligation, specifying each such  
default known to such officer and the nature and status thereof. Copies of any  
such statement shall be provided by the Trustee to any Certificateholder and to 
any Person identified to the Trustee as a prospective transferee of a           
Certificate, upon the request and at the expense of the requesting party,       
provided that such statement is delivered by the Master Servicer to the Trustee.

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           SECTION 3.20. 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 furnish a copy of such report to the Trustee, the NIMS
Insurer and each Rating Agency. Copies of such statement shall be provided by   
the Trustee to any Certificateholder upon request at the Master Servicer's      
expense, provided that such statement is delivered by the Master Servicer to the
Trustee. In the event such firm of independent certified public accountants     
requires the Trustee to agree to the procedures performed by such firm, the     
Master Servicer shall direct the Trustee in writing to so agree; it being       
understood and agreed that the Trustee will deliver such letter of agreement in 
conclusive reliance upon the direction of the Master Servicer, and the Trustee  
has not made any independent inquiry or investigation as to, and shall have no  
obligation or liability in respect of, the sufficiency, validity or correctness 
of such procedures.                                                             

  SECTION 3.21. 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 Certificateholder or  
Certificate Owner, access to the documentation regarding the Mortgage Loans     
required by applicable laws and regulations. Such access shall be afforded      
without charge, but only upon reasonable request and during normal business     
hours at the offices of the Master Servicer designated by it. In addition,      
access to the documentation regarding the Mortgage Loans will be provided to any
Certificateholder or Certificate Owner, the Trustee, the NIMS Insurer and to any
Person identified to the Master Servicer as a prospective transferee of a       
Certificate, 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. In each case, access to any documentation regarding the Mortgage   
Loans may be conditioned upon the requesting party's acknowledgment in writing  
of a confidentiality agreement regarding any information that is required to    
remain confidential under the Gramm-Leach-Bliley Act of 1999.                   

SECTION 3.22. [Reserved].                   

SECTION 3.23. Advance Facility.             

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               (a) The Master Servicer and/or the Trustee on behalf of the
Trust Fund, in either case, with the consent of the NIMS Insurer and the Master 
Servicer in the case of the Trustee, is hereby authorized to enter into a       
facility (an "Advance Facility") with any Person which provides that such Person
(an "Advancing Person") may fund Advances and/or Servicing Advances to the Trust
Fund under this Agreement, although no such facility shall reduce or otherwise  
affect the Master Servicer's obligation to fund such Advances and/or Servicing  
Advances. If the Master Servicer enters into such an Advance Facility pursuant  
to this Section 3.23, upon reasonable request of the Advancing Person, the      
Trustee shall execute a letter of acknowledgment, confirming its receipt of     
notice of the existence of such Advance Facility. To the extent that an         
Advancing Person funds any Advance or any Servicing Advance and provides the    
Trustee with notice acknowledged by the Master Servicer that such Advancing     
Person is entitled to reimbursement directly from the Trustee pursuant to the   
terms of the Advance Facility, such Advancing Person shall be entitled to       
receive reimbursement pursuant to this Agreement for such amount to the extent  
provided in Section 3.23(b). Such notice from the Advancing Person must specify 
the amount of the reimbursement, the Section of this Agreement that permits the 
applicable Advance or Servicing Advance to be reimbursed and the section(s) of  
the Advance Facility that entitle the Advancing Person to request reimbursement 
from the Trustee, rather than the Master Servicer, and include the Master       
Servicer's acknowledgment thereto or proof of an Event of Default under the     
Advance Facility. The Trustee shall have no duty or liability with respect to   
any calculation of any reimbursement to be paid to an Advancing Person and shall
be entitled to rely without independent investigation on the Advancing Person's 
notice provided pursuant to this Section 3.23. An Advancing Person whose        
obligations hereunder are limited to the funding of Advances and/or Servicing   
Advances shall not be required to meet the qualifications of a Master Servicer  
or a Sub-Servicer pursuant to Section 6.06 hereof and will not be deemed to be a
Sub-Servicer under this Agreement. If the terms of a facility proposed to be    
entered into with an Advancing Person by the Trust Fund would not materially and
adversely affect the interests of any Certificateholder, then the NIMS Insurer  
shall not withhold its consent to the Trust Fund's entering such facility.      

             (b) If, pursuant to the terms of the Advance Facility, an
Advancing Person is entitled to reimbursement directly from the Trustee, then   
the Master Servicer shall not reimburse itself therefor under Section           
3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii)   
prior to the remittance to the Trust Fund, but instead the Master Servicer shall
include such amounts in the applicable remittance to the Trustee made pursuant  
to Section 3.04(g) to the extent of amounts on deposit in the Collection Account
on the related Master Servicer Remittance Date. The Trustee is hereby authorized
to pay to the Advancing Person reimbursements for Advances and Servicing        
Advances from the Distribution Account, to the extent permitted under the terms 
of the Advance Facility, to the same extent the Master Servicer would have been 
permitted to reimburse itself for such Advances and/or Servicing Advances in    
accordance with Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or
Section 3.05(a)(vii), as the case may be, had the Master Servicer itself funded 
such Advance or Servicing Advance. The Trustee is hereby authorized to pay      
directly to the Advancing Person such portion of the Servicing Fee as the       
parties to any advancing facility agree to in writing delivered to the Trustee. 

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

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                  (d) In the event the Master Servicer is terminated pursuant to
Section 7.01, the Advancing Person shall succeed to the terminated Master       
Servicer's right of reimbursement set forth in Section 7.02(c) to the extent of 
such Advancing Person's financing of Advances or Servicing Advances hereunder   
then remaining unreimbursed.                                                    

          (e) Any amendment to this Section 3.23 or to any other
provision of this Agreement that may be necessary or appropriate to effect the  
terms of an Advance Facility as described generally in this Section 3.23,       
including amendments to add provisions relating to a successor master servicer, 
may be entered into by the Trustee and the Master Servicer without the consent  
of any Certificateholder but with the consent of the NIMS Insurer and written   
confirmation from each Rating Agency that the amendment will not result in the  
reduction or withdrawal of the then-current ratings of any outstanding Class of 
Certificates or any other notes secured by collateral which includes all or a   
portion of the Class CE Certificates, the Class P Certificates and/or the       
Residual Certificates, notwithstanding anything to the contrary in this         
Agreement.                                                                      

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ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01. Distributions.                

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

             (i) first, to Holders of REMIC I Regular Interest I-LTAA,
         REMIC Regular Interest I-LTAV1, REMIC I Regular Interest I-LTAV2, REMIC
       I Regular Interest I-LTAF1, REMIC I Regular Interest I-LTAF2, REMIC I
     Regular Interest I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I
     Regular Interest I-LTAF5, REMIC I Regular Interest I-LTAF6, REMIC I
   Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
   Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I
     Regular Interest I- LTM5, REMIC I Regular Interest I-LTMV6, REMIC I
       Regular Interest I-LTMF6, REMIC I Regular Interest I-LTZZ and REMIC I
 Regular Interest I-LTP, PRO RATA, in an amount equal to (A) the
  Uncertificated Interest for such Distribution Date, plus (B) any
        amounts in respect thereof remaining unpaid from previous Distribution
         Dates. Amounts payable as Uncertificated Interest in respect of REMIC I
        Regular Interest I-LTZZ shall be reduced and deferred when the REMIC I
Overcollateralized Amount is less than the REMIC I            
         Overcollateralization Target Amount, by the lesser of (x) the amount of
    such difference and (y) the Maximum I-LTZZ Uncertificated Interest
         Deferral Amount and such amount will be payable to the Holders of REMIC
        I Regular Interest I-LTAV1, REMIC I Regular Interest I- LTAV2, REMIC I
     Regular Interest I-LTAF1, REMIC I Regular Interest I-LTAF2, REMIC I
     Regular Interest I-LTAF3, REMIC I Regular Interest I-LTAF4, REMIC I
     Regular Interest I-LTAF5, REMIC I Regular Interest I-LTAF6, REMIC I
   Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
    Regular Interest I-LTM3, REMIC I Regular Interest I- LTM4, REMIC I
    Regular Interest I-LTM5, REMIC I Regular Interest I-LTMV6, REMIC I
Regular Interest I-LTMF6 in the same proportion as the        
         Overcollateralization Increase Amount is allocated to the Corresponding
Certificates; and                                             

                 (ii) to Holders of REMIC I Regular Interest I-LT1SUB, REMIC I
       Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I
       Regular Interest I-LT2GRP, REMIC I Regular Interest I-LT3SUB, REMIC I
    Regular Interest I-LT3GRP and REMIC I Regular Interest I-LTXX, PRO
      RATA, in an amount equal to (A) the Uncertificated Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates                       

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

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                           (a) to the Holders of REMIC I Regular Interest I-LTAA
                and REMIC I Regular Interest I-LTP, 98.00% of such remainder
               (other than amounts payable under clause (iv) below), until
                  the Uncertificated Balance of such REMIC I Regular Interest is
            reduced to zero, provided, however, that REMIC I Regular
              Interest I-LTP shall not be reduced until the Distribution
           Date immediately following the expiration of the latest
            Prepayment Charge as identified on the Prepayment Charge
                Schedule or any Distribution Date thereafter, at which point
                such amount shall be distributed to REMIC I Regular Interest
           I-LTP, until $100 has been distributed pursuant to this
clause;                                     

                    (b) to the Holders of REMIC I Regular Interest
              I-LTAV1, REMIC I Regular Interest I-LTAV2, REMIC I Regular
               Interest I-LTAF1, REMIC I Regular Interest I-LTAF2, REMIC I
                Regular Interest I-LTAF3, REMIC I Regular Interest I- LTAF4,
              REMIC I Regular Interest I-LTAF5, REMIC I Regular Interest
             I-LTAF6, REMIC I Regular Interest I-LTM1, REMIC I Regular
             Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
             Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5,
                 REMIC I Regular Interest I-LTMV6 and REMIC I Regular Interest
                I-LTMF6, 1.00% of such remainder (other than amounts payable
                 under clause (iv) below), in the same proportion as principal
             payments are allocated to the Corresponding Certificates,
             until the Uncertificated Balances of such REMIC I Regular
Interests are reduced to zero;              

                    (c) to the Holders of REMIC I Regular Interest
               I-LTZZ, 1.00% of such remainder (other than amounts payable
                 under clause (iv) below), until the Uncertificated Balance of
         such REMIC I Regular Interest is reduced to zero; and

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

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to Holders of (i) REMIC I Regular Interest I-LTAA and REMIC I Regular Interest  
I-LTP, in that order and (ii) REMIC I Regular Interest I-LTZZ, respectively;    
provided that REMIC I Regular Interest I-LTP shall not be reduced until the     
Distribution Date immediately following the expiration of the latest Prepayment 
Charge as identified on the Prepayment Charge Schedule or any Distribution Date 
thereafter, at which point such amount shall be distributed to REMIC I Regular  
Interest I-LTP, until $100 has been distributed pursuant to this clause; and    

                  (iv) to the Holders of REMIC I Regular Interests, in an amount
        equal to the remainder of the REMIC I Sub WAC Allocation Percentage of
         Available Funds for such Distribution Date after the distributions made
    pursuant to clause (i) above, such that distributions of principal
       shall be deemed to be made to the REMIC I Regular Interests first, so
        as to keep the Uncertificated Balance of each REMIC I Regular Interest
   ending with the designation "GRP" equal to 0.01% of the aggregate
    Stated Principal Balance of the Mortgage Loans in the related Loan
 Group; second, to each REMIC I Regular Interest ending with the
    designation "SUB," so that the Uncertificated Balance of each such
REMIC I Regular                                               

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      Interest is equal to 0.01% of the excess of (x) the aggregate Stated
        Principal Balance of the Mortgage Loans in the related Loan Group over
(y) the current Certificate Principal Balance of the Class A  
       Certificate in the related Loan Group (except that if any such excess
         is a larger number than in the preceding distribution period, the least
  amount of principal shall be distributed to such REMIC I Regular
Interests such that the REMIC I Subordinated Balance Ratio is 
    maintained); and third, any remaining principal to REMIC I Regular
Interest I- LTXX.                                             

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

                 (i) to the Holders of the Class AV-1 Certificates, the Senior
  Interest Distribution Amount allocable to such Certificates; and

       (ii) concurrently, to the Holders of the Class AV-2
 Certificates and the Class AF Certificates, the Senior Interest
         Distribution Amount allocable to such Certificates, on a PRO RATA basis
      based on the entitlement of each such Class, to the extent remaining
   unpaid after the distribution of the Group II Interest Remittance
      Amount as set forth in Section 4.01(a)(2)(II)(i) below and the Group
III Interest Remittance Amount as set forth in Section        
4.01(a)(2)(III)(i) below.                                     

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

                 (i) to the Holders of the Class AV-2 Certificates, the Senior
  Interest Distribution Amount allocable to such Certificates; and

       (ii) concurrently, to the Holders of the Class AV-1
 Certificates and the Class AF Certificates, the Senior Interest
         Distribution Amount allocable to such Certificates, on a PRO RATA basis
      based on the entitlement of each such Class, to the extent remaining
         unpaid after the distribution of the Group I Interest Remittance Amount
  as set forth in Section 4.01(a)(2)(I)(i) above and the Group III
       Interest Remittance Amount as set forth in Section 4.01(a)(2)(III)(i)
below.                                                        

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

                  (i) concurrently, to the Holders of the Class AF Certificates,
         the Senior Interest Distribution Amount allocable to such Certificates,
      on a PRO RATA basis based on the entitlement of each such Class; and

       (ii) concurrently, to the Holders of the Class AV-1
    Certificates and the Class AV- 2 Certificates, the Senior Interest
Distribution Amount allocable to such Certificates, on a      

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    PRO RATA basis based on the entitlement of each such Class, to the
        extent remaining unpaid after the distribution of the Group I Interest
      Remittance Amount as set forth in Section 4.01(a)(2)(I)(i) above and
 the Group II Interest Remittance Amount as set forth in Section
4.01(a)(2)(II)(i) above.                                      

               (IV) On each Distribution Date, following the distributions
made pursuant to Section 4.01(a)(2)(I), (II) and (III) above, the Trustee shall 
withdraw from the Distribution Account an amount equal to any remaining Group I 
Interest Remittance Amount, Group II Interest Remittance Amount and Group III   
Interest Remittance Amount and distribute to the Certificateholders the         
following amounts, in the following order of priority                           

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

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

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

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

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

       (vi) concurrently, to the Holders of the Class MV-6
     Certificates and the Class MF- 6 Certificates, on a PRO RATA basis,
based on the entitlement of each such Class.                  

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

                (i) to the Holders of the Class AV-1 Certificates, until the
       Certificate Principal Balance of such Class has been reduced to zero;
and                                                           

       (ii) concurrently, to the Holders of the Class AV-2
         Certificates and the Class AF Certificates (allocated among the classes
     of Class AF Certificates in the priority described below), on a PRO
        RATA basis based on the Class AV-2 Shortfall Allocation Percentage and
         the Class AF Shortfall Allocation Percentage, after taking into account
         the distribution of the Group II Principal Distribution Amount pursuant
to Section 4.01(a)(3)(II) below and the Group III Principal   
      Distribution Amount pursuant to Section 4.01(a)(3)(III) below, until
         the Certificate Principal Balances of such Classes have been reduced to
zero.                                                         

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

                (i) to the Holders of the Class AV-2 Certificates, until the
       Certificate Principal Balance of such Class has been reduced to zero;
and                                                           

       (ii) concurrently, to the Holders of the Class AV-1
         Certificates and the Class AF Certificates (allocated among the classes
     of Class AF Certificates in the priority described below), on a PRO
        RATA basis based on the Class AV-1 Shortfall Allocation Percentage and
         the Class AF Shortfall Allocation Percentage, after taking into account
        the distribution of the Group I Principal Distribution Amount pursuant
         to Section 4.01(a)(3)(I) above and the Group III Principal Distribution
         Amount pursuant to Section 4.01(a)(3)(III) below, until the Certificate
Principal Balances of such Classes have been reduced to zero. 

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

                 (i) concurrently, to the Holders of the Class AF Certificates
       (allocated among the classes of Class AF Certificates in the priority
    described below), until the Certificate Principal Balances of such
Classes have been reduced to zero; and                        

       (ii) concurrently, to the Holders of the Class AV-1
    Certificates and the Class AV- 2 Certificates, on a PRO RATA basis
       based on the Class AV-1 Shortfall Allocation Percentage and the Class
     AV-2 Shortfall Allocation Percentage, after taking into account the
       distribution of the Group I Principal Distribution Amount pursuant to
     Section 4.01(a)(3)(I) above and the Group II Principal Distribution
        Amount pursuant to Section 4.01(a)(3)(II) above, until the Certificate
Principal Balances of such Classes have been reduced to zero. 

                 (IV) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, the sum of the Group I Principal  
Distribution Amount, the Group II Principal Distribution Amount and the Group   
III Principal Distribution Amount remaining undistributed for such Distribution 
Date shall be distributed in the following order of priority:                   

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

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

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

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

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

       (vi) concurrently, to the Holders of the Class MV-6
    Certificates and the Class MF- 6 Certificates, on a PRO RATA basis
      based on the Certificate Principal Balance of each such Class, until
         the Certificate Principal Balances of such Classes have been reduced to
zero.                                                         

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

                (i) to the Holders of the Class AV-1 Certificates, the Class
     AV-1 Principal Distribution Amount, until the Certificate Principal
Balance of such Class has been reduced to zero;               

                (ii) to the extent of the portion, if any, of the Class AV-1
   Principal Distribution Amount remaining undistributed pursuant to
     Section 4.01(a)(3)(V)(i) above, concurrently, to the Holders of the
        Class AV-2 Certificates and the Class AF Certificates (allocated among
        the classes of Class AF Certificates in the priority described below),
  on a PRO RATA basis based on the Class AV-2 Shortfall Allocation
    Percentage and the Class AF Shortfall Allocation Percentage, after
taking into account the distribution of the Group II Principal
         Distribution Amount pursuant to Section 4.01(a)(3)(VI)(i) below and the
Group III Principal Distribution Amount pursuant to Section   
       4.01(a)(3)(VII)(i) below, until the Certificate Principal Balances of
such Classes have been reduced to zero; and                   

        (iii) concurrently, to the Holders of the Class AV-2
         Certificates and the Class AF Certificates (allocated among the classes
     of Class AF Certificates in the priority described below), on a PRO
        RATA basis based on the Class AV-2 Shortfall Allocation Percentage and
         the Class AF Shortfall Allocation Percentage, after taking into account
         the distribution of the Group II Principal Distribution Amount pursuant
to Section 4.01(a)(3)(VI)(i) below and the Group II Principal 
         Distribution Amount pursuant to Section 4.01(a)(3)(VII)(i) below, up to
         an amount equal to the Class AV-2 Principal Distribution Amount and the
  Class AF Principal Distribution Amount, as applicable, until the
     Certificate Principal Balances of such Classes have been reduced to
zero.                                                         

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

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

                (ii) to the extent of the portion, if any, of the Class AV-2
   Principal Distribution Amount remaining undistributed pursuant to
     Section 4.01(a)(3)(VI)(i) above, concurrently to the Holders of the
        Class AV-1 Certificates and the Class AF Certificates (allocated among
        the classes of Class AF Certificates in the priority described below),
on a PRO RATA basis                                           

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       based on the Class AV-1 Shortfall Allocation Percentage and the Class
   AF Shortfall Allocation Percentage, after taking into account the
       distribution of the Group I Principal Distribution Amount pursuant to
         Section 4.01(a)(3)(V)(i) above and the Group III Principal Distribution
Amount pursuant to Section 4.01(a)(3)(VII)(i) below, until the
     Certificate Principal Balances of such Classes have been reduced to
zero; and                                                     

        (iii) concurrently, to the Holders of the Class AV-1
         Certificates and the Class AF Certificates (allocated among the classes
     of Class AF Certificates in the priority described below), on a PRO
        RATA basis based on the Class AV-1 Shortfall Allocation Percentage and
         the Class AF Shortfall Allocation Percentage, after taking into account
        the distribution of the Group I Principal Distribution Amount pursuant
to Section 4.01(a)(3)(V)(i) above and the Group III Principal 
         Distribution Amount pursuant to Section 4.01(a)(3)(VII)(i) below, up to
         an amount equal to the Class AV-1 Principal Distribution Amount and the
  Class AF Principal Distribution Amount, as applicable, until the
     Certificate Principal Balances of such Classes have been reduced to
zero.                                                         

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

                 (i) to the Holders of the Class AF Certificates, the Class AF
        Principal Distribution Amount (allocated among the classes of Class AF
      Certificates in the priority described below), until the Certificate
Principal Balance of each such Class has been reduced to zero;

              (ii) to the extent of the portion, if any, of the Class AF
   Principal Distribution Amount remaining undistributed pursuant to
       Section 4.01(a)(3)(VII)(i) above, concurrently, to the Holders of the
        Class AV-1 Certificates and the Class AV-2 Certificates, on a PRO RATA
        basis, based on the Class AV-1 Shortfall Allocation Percentage and the
       Class AV-2 Shortfall Allocation Percentage, after taking into account
        the distribution of the Group I Principal Distribution Amount pursuant
to Section 4.01(a)(3)(V)(i) above and the Group II Principal  
        Distribution Amount pursuant to Section 4.01(a)(3)(VI)(i) above, until
         the Certificate Principal Balances of such Classes have been reduced to
zero; and                                                     

        (iii) concurrently, to the Holders of the Class AV-1
     Certificates and the Class AV- 2 Certificates, on a PRO RATA basis,
       based on the Class AV-1 Shortfall Allocation Percentage and the Class
     AV-2 Shortfall Allocation Percentage, after taking into account the
       distribution of the Group I Principal Distribution Amount pursuant to
        Section 4.01(a)(3)(V)(i) above and the Group II Principal Distribution
     Amount pursuant to Section 4.01(a)(3)(VI)(i) above, up to an amount
     equal to the Class AV-1 Principal Distribution Amount and the Class
AV-2 Principal Distribution Amount, as applicable, until the  
     Certificate Principal Balances of such Classes have been reduced to
zero.                                                         

                 (VIII) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, the sum of the Group I  
Principal Distribution Amount, the Group                                        

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II Principal Distribution Amount and the Group III Principal Distribution Amount
remaining undistributed for such Distribution Date shall be distributed in the  
following order of priority:                                                    

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

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

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

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

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

       (vi) concurrently, to the Holders of the Class MV-6
        Certificates and the Class MF- 6 Certificates, the Class M-6 Principal
   Distribution Amount, on a PRO RATA basis based on the Certificate
       Principal Balance of each such Class, until the Certificate Principal
Balances of each such Class have been reduced to zero.        

            With respect to the Class AF Certificates, all principal
distributions will be distributed as follows: first, to the Holders of the Class
AF-6 Certificates, the Lockout Distribution Percentage, until the Certificate   
Principal Balance of the Class AF-6 Certificates has been reduced to zero;      
second, to the Holders of the Class AF-1 Certificates, until the Certificate    
Principal Balance of the Class AF-1 Certificates has bee reduced to zero; third,
to the Class AF-2 Certificates, until the Certificate Principal Balance of the  
Class AF-2 Certificates has been reduced to zero; fourth, to the Holders of the 
Class AF-3 Certificates, until the Certificate Principal Balance of the Class   
AF-3 Certificates has been reduced to zero; fifth, to the Holders of the Class  
AF-4 Certificates, until the Certificate Principal Balance of the Class AF-4    
Certificates has been reduced to zero; sixth, to the Holders of the Class AF-5  
Certificates, until the Certificate Principal Balance of the Class AF-5         
Certificates has been reduced to zero; and seventh, to the Holders of the Class 
AF-6 Certificates, until the Certificate Principal Balance of the Class AF-6    
Certificates has been reduced to zero.                                          

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

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

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            (II) to the Holders of the Class M-1 Certificates, in an
     amount equal to the Interest Carry Forward Amount allocable to such
Class of Certificates;                                        

             (III) to the Holders of the Class M-2 Certificates, in an
     amount equal to the Interest Carry Forward Amount allocable to such
Class of Certificates;                                        

            (IV) to the Holders of the Class M-3 Certificates, in an
     amount equal to the Interest Carry Forward Amount allocable to such
Class of Certificates;                                        

                  (V) to the Holders of the Class M-4 Certificates, in an amount
       equal to the Interest Carry Forward Amount allocable to such Class of
Certificates;                                                 

            (VI) to the Holders of the Class M-5 Certificates, in an
     amount equal to the Interest Carry Forward Amount allocable to such
Class of Certificates;                                        

        (VII) concurrently, to the Holders of the Class MV-6
         Certificates and the Class MV-6 Certificates, on a PRO RATA basis based
      on the Interest Carry Forward Amount allocable to each such Class of
Certificates;                                                 

              (VIII) to the Holders of the Class M-1 Certificates, in an
      amount equal to the Allocated Realized Loss Amount allocable to such
Certificates;                                                 

            (IX) to the Holders of the Class M-2 Certificates, in an
      amount equal to the Allocated Realized Loss Amount allocable to such
Certificates;                                                 

                  (X) to the Holders of the Class M-3 Certificates, in an amount
equal to the Allocated Realized Loss Amount allocable to such 
Certificates;                                                 

            (XI) to the Holders of the Class M-4 Certificates, in an
      amount equal to the Allocated Realized Loss Amount allocable to such
Certificates;                                                 

             (XII) to the Holders of the Class M-5 Certificates, in an
      amount equal to the Allocated Realized Loss Amount allocable to such
Certificates;                                                 

         (XIII) concurrently, to the Holders of the Class MV-6
    Certificates and the Class MF- 6 Certificates, on a PRO RATA basis
    based on the Allocated Realized Loss Amount allocable to each such
Class of Certificates;                                        

            (XIV) to the Net WAC Rate Carryover Reserve Account, the
       amount required by Section 4.10(b), after taking into account amounts
received under the Cap Contracts;                             

                 (XV) to the Holders of the Class CE Certificates the Interest
       Distribution Amount and any remaining Overcollateralization Reduction
Amount; and                                                   

         (XVI) to the Holders of the Class R Certificates, any
   remaining amounts; provided that if such Distribution Date is the
Distribution Date immediately following the expiration        

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