PHH Mortgage Capital LLC – ‘8-K’ for 2/27/02 – EX-4.1

On:  Friday, 3/8/02   ·   For:  2/27/02   ·   Accession #:  882377-2-167   ·   File #:  333-68978

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Cendant Mortgage Capital LLC                           4      9K 
 2: EX-4.1      Instruments Defining Rights of Security Holders      192    636K 

EX-4.1   —   Instruments Defining Rights of Security Holders
Exhibit Table of Contents

EX-4.1
1st Page of 192
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
================================================================================

 CENDANT MORTGAGE CAPITAL LLC,
 Depositor

 CENDANT MORTGAGE CORPORATION,
 Master Servicer

 CITIBANK, N.A.,
 Trustee

 POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2002

CDMC Mortgage Pass-Through Certificates, Series 2002-1

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

EX-4.1
2nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                                        [Enlarge/Download Table]

                                                 TABLE OF CONTENTS                                                 
                                                                                                               Page
                                                                                                               ----
                                                                                                                   
ARTICLE I                                                                                                          

         DEFINITIONS..............................................................................................3
                  Section 1.01      DEFINED TERMS.................................................................3
                  Section 1.02      ACCOUNTING...................................................................39

ARTICLE II                                                                                                         

         CONVEYANCE OF MORTGAGE LOANS;                                                                             
         ORIGINAL ISSUANCE OF CERTIFICATES.......................................................................40
                  Section 2.01      CONVEYANCE OF MORTGAGE LOANS.................................................40
                  Section 2.02      ACCEPTANCE OF TRUST FUND BY THE TRUSTEE......................................44
                  Section 2.03      REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS BY THE SELLERS-                   
                                    ASSIGNMENT OF INTEREST IN ADDITIONAL COLLATERAL..............................45
                  Section 2.04      REPRESENTATIONS WARRANTIES AND COVENANTS OF THE MASTER SERVICER                
                                     ............................................................................48
                  Section 2.05      REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR..............................50
                  Section 2.06      PURPOSE AND POWERS OF THE TRUST..............................................52

ARTICLE III                                                                                                        

         ADMINISTRATION AND SERVICING OF THE TRUST FUND..........................................................53
                  Section 3.01      MASTER SERVICER TO ACT AS MASTER SERVICER....................................53
                  Section 3.02      SUB-SERVICING AGREEMENTS BETWEEN THE MASTER SERVICER AND SUB-                  
                                    SERVICERS....................................................................55
                  Section 3.03      SUCCESSOR SUB-SERVICERS......................................................56
                  Section 3.04      LIABILITY OF THE MASTER SERVICER.............................................57
                  Section 3.05      NO CONTRACTUAL RELATIONSHIP BETWEEN SUB-SERVICERS AND TRUSTEE OR               
                                    CERTIFICATEHOLDERS...........................................................57
                  Section 3.06      ASSUMPTION OR TERMINATION OF SUB-SERVICING AGREEMENTS BY TRUSTEE               
                                     ............................................................................57
                  Section 3.07      COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS.................................58
                  Section 3.08      SUB-SERVICING ACCOUNTS.......................................................58
                  Section 3.09      COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS; SERVICING                  
                                    ACCOUNTS.....................................................................59
                  Section 3.10      COLLECTION ACCOUNT AND DISTRIBUTION ACCOUNT..................................59
                  Section 3.11      WITHDRAWALS FROM THE COLLECTION ACCOUNT AND DISTRIBUTION ACCOUNT               
                                     ............................................................................62
                  Section 3.12      INVESTMENT OF FUNDS IN THE COLLECTION ACCOUNT, SERVICING ACCOUNTS              
                                    AND THE DISTRIBUTION ACCOUNT.................................................63
                  Section 3.13      MAINTENANCE OF THE PRIMARY INSURANCE POLICIES; COLLECTIONS                     
                                    THEREUNDER...................................................................64

                                        i                                                                          

EX-4.1
3rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                  Section 3.14      MAINTENANCE OF HAZARD INSURANCE AND ERRORS AND OMISSIONS AND                   
                                    FIDELITY COVERAGE............................................................65
                  Section 3.15      ENFORCEMENT OF DUE-ON-SALE CLAUSES. ASSUMPTION AGREEMENTS                      
                                     ............................................................................67
                  Section 3.16      REALIZATION UPON DEFAULTED MORTGAGE LOANS....................................68
                  Section 3.17      TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES..............................70
                  Section 3.18      SERVICING COMPENSATION.......................................................71
                  Section 3.19      REPORTS TO THE TRUSTEE: COLLECTION ACCOUNT STATEMENTS........................72
                  Section 3.20      STATEMENT AS TO COMPLIANCE...................................................72
                  Section 3.21      INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.............................73
                  Section 3.22      ACCESS TO CERTAIN DOCUMENTATION..............................................73
                  Section 3.23      TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY............................73
                  Section 3.24      OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF PREPAYMENT INTEREST           
                                    SHORTFALLS...................................................................76
                  Section 3.25      ADMINISTRATION OF BUYDOWN FUNDS..............................................77
                  Section 3.26      OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF LOAN RATES AND                
                                    MONTHLY PAYMENTS.............................................................77

ARTICLE IV                                                                                                         

         PAYMENTS TO CERTIFICATEHOLDERS..........................................................................78
                  Section 4.01      DISTRIBUTION ACCOUNT; DISTRIBUTIONS..........................................78
                  Section 4.02      STATEMENTS TO CERTIFICATEHOLDERS.............................................83
                  Section 4.03      REMITTANCE REPORTS; ADVANCES BY THE MASTER SERVICER..........................86
                  Section 4.04      ALLOCATION OF REALIZED LOSSES................................................87
                  Section 4.05      INFORMATION REPORTS TO BE FILED BY THE MASTER SERVICER.......................88
                  Section 4.06      COMPLIANCE WITH WITHHOLDING REQUIREMENTS.....................................88
                  Section 4.07      [RESERVED]...................................................................89
                  Section 4.08      LIMITED PURPOSE SURETY BOND..................................................89

ARTICLE V                                                                                                          

         THE CERTIFICATES........................................................................................90
                  Section 5.01      THE CERTIFICATES.............................................................90
                  Section 5.02      REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES........................90
                  Section 5.03      MUTILATED. DESTROYED. LOST OR STOLEN CERTIFICATES............................95
                  Section 5.04      PERSONS DEEMED OWNERS........................................................95
                  Section 5.05      APPOINTMENT OF PAYING AGENT..................................................96

ARTICLE VI                                                                                                         

         THE MASTER SERVICER AND THE DEPOSITOR...................................................................97
                  Section 6.01      LIABILITY OF THE MASTER SERVICER AND THE DEPOSITOR...........................97
                  Section 6.02      MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE             
                                    MASTER SERVICER OR THE DEPOSITOR.............................................97
                  Section 6.03      LIMITATION ON LIABILITY OF THE MASTER SERVICER AND OTHERS....................97

                                       ii                                                                          

EX-4.1
4th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 4th
                  Section 6.04      MASTER SERVICER NOT TO RESIGN................................................98
                  Section 6.05      DELEGATION OF DUTIES.........................................................98

ARTICLE VII                                                                                                        

         DEFAULT.................................................................................................99
                  Section 7.01      MASTER SERVICER EVENTS OF TERMINATION........................................99
                  Section 7.02      TRUSTEE TO ACT: APPOINTMENT OF SUCCESSOR....................................101
                  Section 7.03      WAIVER OF MASTER SERVICER EVENTS OF TERMINATION.............................102
                  Section 7.04      NOTIFICATION TO CERTIFICATEHOLDERS..........................................102
                  Section 7.05      SURVIVABILITY OF MASTER SERVICER LIABILITIES................................103

ARTICLE VIII                                                                                                       

         THE TRUSTEE............................................................................................104
                  Section 8.01      DUTIES OF TRUSTEE...........................................................104
                  Section 8.02      CERTAIN MATTERS AFFECTING THE TRUSTEE.......................................106
                  Section 8.03      TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS.......................107
                  Section 8.04      TRUSTEE MAY OWN CERTIFICATES................................................108
                  Section 8.05      MASTER SERVICER TO PAY TRUSTEE EXPENSES; TRUSTEE FEES.......................108
                  Section 8.06      ELIGIBILITY REQUIREMENTS FOR TRUSTEE........................................109
                  Section 8.07      RESIGNATION OR REMOVAL OF TRUSTEE...........................................109
                  Section 8.08      SUCCESSOR TRUSTEE...........................................................110
                  Section 8.09      MERGER OR CONSOLIDATION OF TRUSTEE..........................................110
                  Section 8.10      APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE...............................110
                  Section 8.11      LIMITATION OF LIABILITY.....................................................112
                  Section 8.12      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF CERTIFICATES                  
                                     ...........................................................................112
                  Section 8.13      SUITS FOR ENFORCEMENT.......................................................112
                  Section 8.14      WAIVER OF BOND REQUIREMENT..................................................113
                  Section 8.15      WAIVER OF INVENTORY. ACCOUNTING AND APPRAISAL REQUIREMENT                      
                                     ...........................................................................113
                  Section 8.16      RIGHT OF TRUSTEE IN CAPACITY OF CERTIFICATE REGISTRAR OR PAYING AGENT          
                                     ...........................................................................113

ARTICLE IX                                                                                                         

         REMIC ADMINISTRATION...................................................................................114
                  Section 9.01      REMIC ADMINISTRATION........................................................114
                  Section 9.02      PROHIBITED TRANSACTIONS AND ACTIVITIES......................................116
                  Section 9.03      MASTER SERVICER AND TRUSTEE INDEMNIFICATION.................................117

ARTICLE X                                                                                                          

         TERMINATION............................................................................................118
                  Section 10.01     TERMINATION.................................................................118

                                       iii                                                                         

EX-4.1
5th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 5th
                  Section 10.02     ADDITIONAL TERMINATION REQUIREMENTS.........................................119

ARTICLE XI                                                                                                         

         [RESERVED].............................................................................................121

ARTICLE XII                                                                                                        

         MISCELLANEOUS PROVISIONS...............................................................................122
                  Section 12.01     AMENDMENT...................................................................122
                  Section 12.02     RECORDATION OF AGREEMENT: COUNTERPARTS......................................123
                  Section 12.03     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS..................................123
                  Section 12.04     GOVERNING LAW: JURISDICTION.................................................124
                  Section 12.05     NOTICES.....................................................................124
                  Section 12.06     SEVERABILITY OF PROVISIONS..................................................125
                  Section 12.07     ARTICLE AND SECTION REFERENCES..............................................125
                  Section 12.08     NOTICE TO THE RATING AGENCIES...............................................125
                  Section 12.09     FURTHER ASSURANCES..........................................................126
                  Section 12.10     BENEFITS OF AGREEMENT.......................................................126
                  Section 12.11     ACTS OF CERTIFICATEHOLDERS..................................................126

iv

EX-4.1
6th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 6th
EXHIBITS:                                                                       
---------                                                                       

Exhibit A         Form of Class A, Class P and Class X Certificates             
Exhibit B         [reserved]                                                    
Exhibit C-1       Form of Class R Certificates                                  
Exhibit C-2       Form of Class B Certificates                                  
Exhibit D         Mortgage Loan Schedule                                        
Exhibit E         Form of Request for Release                                   
Exhibit F-1       Form of Rule 144A Representation Letter                       
Exhibit F-2       Form of Transferor Certificate                                
Exhibit F-3       Form of Transferee Representation Letter                      
Exhibit F-4       Form of Transfer Affidavit and Agreement and Form of          
Transferor Affidavit                        
Exhibit G         Form of ERISA Representation Letter                           
Exhibit H         Form of Lost Note Affidavit                                   
Exhibit I-1       Form of Trustee's Initial Certification                       
Exhibit I-2       Form of Trustee's Final Certification                         
Exhibit J         Mortgage Loan Purchase Agreement                              
Exhibit K         Assignment, Assumption and Recognition Agreement (Additional  
Collateral Servicing Agreement)             

 v

EX-4.1
7th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 7th
      This Pooling and Servicing Agreement is dated as of February 1, 2002
(the "Agreement"), among CENDANT MORTGAGE CAPITAL LLC, as depositor (the        
"Depositor"), CENDANT MORTGAGE CORPORATION, as master servicer (the "Master     
Servicer") and CITIBANK, N.A., as trustee (the "Trustee").                      

PRELIMINARY STATEMENT:

  The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes, 
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Trustee will    
make, in accordance with Section 9.01, an election to treat the entire          
segregated pool of assets described in the definition of Trust Fund (as defined 
herein), and subject to this Agreement (including the Mortgage Loans), as a real
estate mortgage investment conduit (a "REMIC") for federal income tax purposes. 

      The following table sets forth (or describes) the Class designation,
Pass-Through Rate and Original Certificate Principal Balance or Original        
Notional Amount, as the case may be, for each Class of Certificates comprising  
the interests in the Trust Fund created hereunder:                              

                                                                [Download Table]

               Original Certificate                                               
               Principal Balance or       Initial Pass Through  Assumed Final     
     Class       Notional Amount                  Rate          Maturity Dates    
     -----       ---------------                  ----          --------------    
                                                                                  
A-1         $             178,362,000.00         6.25%          March 25, 2032    
A-2         $               7,894,000.00         6.25%          September 25, 2008
A-3         $              15,783,000.00         6.25%          March 25, 2032    
A-4         $              24,059,490.00         6.25%          March 25, 2032    
A-5         $              14,500,000.00         6.25%          May 25, 2016      
P           $               2,185,849.16         0.00%          March 25, 2032    
X           $                        (1)         6.25%          March 25, 2032    
R           $                     100.00         6.25%          March 25, 2032    
B-1         $               3,754,398.00         6.25%          March 25, 2032    
B-2         $               1,251,467.00         6.25%          March 25, 2032    
B-3         $               1,126,319.00         6.25%          March 25, 2032    
B-4         $                 500,587.00         6.25%          March 25, 2032    
B-5         $                 375,440.00         6.25%          March 25, 2032    
B-6         $                 500,586.60         6.25%          March 25, 2032    

EX-4.1
8th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 8th
(1)      Original Notional Amount of $10,622,903.69. Interest will accrue on a  
       Notional Amount that varies as described herein. No principal will be
paid on the Class X Certificates.                             

 2

EX-4.1
9th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 9th
 ARTICLE I

 DEFINITIONS

Section 1.01      DEFINED TERMS.                              

      Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have  
the meanings specified in this Article. Unless otherwise specified, interest    
will be calculated for all Certificates on the basis of a 360-day year          
consisting of twelve 30-day months.                                             

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

    "Account": Any of the Collection Account and Distribution Account.

"Accretion Termination Date": The earlier to occur of (i) the 
Distribution Date on which the Certificate Principal Balance of the Class A-5   
Certificates has been reduced to zero and (ii) the Credit Support Depletion     
Date.                                                                           

       "Accrual Distribution Amount": With respect to each Distribution Date
prior to the Accretion Termination Date, an amount equal to the aggregate amount
of Monthly Interest Distributable Amount on the Class A-3 Certificates, for such
date, to the extent added to the Certificate Principal Balance thereof pursuant 
to Section 4.01(g); provided that, with respect to each Distribution Date on or 
after the Accretion Termination Date, the Monthly Interest Distributable Amount 
on the Class A-3 Certificates for such date remaining after reduction of the    
Certificate Principal Balance of the Class A-5 Certificates to zero will be     
payable to the Class A-3 Certificateholders pursuant to Section 4.01(c)(i)      
hereof on the Accretion Termination Date; and provided further, that if the     
Accretion Termination Date is the Credit Support Depletion Date, the entire     
amount of Monthly Interest Distributable Amount on the Class A-3 Certificates   
for that date will be payable to the Class A-3 Certificateholders pursuant to   
Section 4.01(c)(i) hereof.                                                      

         "Additional Collateral": (i) With respect to any Mortgage 100(sm) Loan,
the Securities Account and the financial assets held therein subject to a       
security interest pursuant to the related Mortgage 100(sm) Pledge Agreement, or 
(ii) with respect to any Parent Power(R) Mortgage Loan, the related Parent      
Power(R) Agreement and collateral pledged pursuant thereto.                     

  "Additional Collateral Agreements": Each Mortgage 100(sm) Pledge
Agreement, Parent Power(R)Guaranty and Security Agreement for Securities Account
and Control Agreement, as applicable, for each Additional Collateral Mortgage   
Loan.                                                                           

"Additional Collateral Mortgage Loan": A Mortgage Loan that is
supported by Additional Collateral.                                             

"Additional Collateral Servicer": MLCC.                       

 3

EX-4.1
10th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 10th
        "Additional Collateral Servicing Agreement": The Additional Collateral
Transfer and Servicing Agreement, dated as of November 1, 2001, between MLCC and
the Master Servicer.                                                            

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

"Adverse REMIC Event": As defined in Section 9.01(f) hereof.  

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

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

"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect or
record the sale of the Mortgage.                                                

      "Assumed Final Maturity Date": As to each Class of Certificates, the
date set forth as such in the Preliminary Statement.                            

        "Available Distribution Amount": With respect to any Distribution Date
and the Mortgage Loans, an amount equal to the excess of (i) the sum of (a) the 
aggregate of the related Monthly Payments received on or prior to the related   
Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal     
Prepayments and other unscheduled recoveries of principal and interest in       
respect of the Mortgage Loans during the related Prepayment Period, (c) the     
aggregate of any amounts received in respect of a related REO Property withdrawn
from any REO Account and deposited in the Collection Account for such           
Distribution Date, (d) the aggregate of any amounts deposited in the Collection 
Account by the Master Servicer in respect of related Prepayment Interest        
Shortfalls for such Distribution Date and (e) the aggregate of any related      
Advances made by the Master Servicer for such Distribution Date, over (ii) the  
sum of (a) related amounts reimbursable or payable to the Master Servicer       
pursuant to Section 3.10, (b) related Stayed Funds, (c) related amounts         
deposited in the Collection Account or the Distribution Account, as the case may
be, in error, (d) any Extraordinary Trust Fund Expenses and (e) the Trustee Fee 
and any Lender-Paid PMI Premiums. The Available Distribution Amount shall also  
be increased by any Required Surety Payment.                                    

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

         "Bankruptcy Amount": As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)  
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to 
one or more specific Classes of Certificates in accordance with Section 4.02. As
of any date of determination on or after the first anniversary of the Cut-off   

 4

EX-4.1
11th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 11th
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the       
Bankruptcy Amount calculated as of the close of business on the Business Day    
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination 
is an anniversary of the Cut-off Date, the Business Day immediately preceding   
such date of determination) (for purposes of this definition, the "Relevant     
Anniversary") and (b) the greater of                                            

               (A) the greater of (i) 0.0006 times the aggregate principal
  balance of all the Mortgage Loans in the Mortgage Pool as of the
         Relevant Anniversary having a Loan-to- Value Ratio at origination which
       exceeds 75% and (ii) $100,000; and (B) the greater of (i) the product
         of (x) an amount equal to the largest difference in the related Monthly
      Payment for any Non-Primary Residence Loan remaining in the Mortgage
      Pool which had an original Loan-to-Value Ratio greater than 80% that
        would result if the Net Mortgage Rate thereof was equal to the greater
        of (I) 5% or (II) the weighted average (based on the principal balance
  of the Mortgage Loans as of the Relevant Anniversary) of the Net
     Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary
  less 1.25% per annum, (y) a number equal to the weighted average
     remaining term to maturity, in months, of all Mortgage Loans with a
        Loan-to-Value Ratio of greater than 80% remaining in the Mortgage Pool
      as of the Relevant Anniversary, and (z) one plus the quotient of the
         number of all Non-Primary Residence Loans with a Loan-to-Value Ratio of
      greater than 80% remaining in the Mortgage Pool divided by the total
     number of outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $100,000,                      

over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or   
more specific Classes of Certificates in accordance with Section 4.02 since the 
Relevant Anniversary.                                                           

     The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided  
that prior to any such reduction, the Master Servicer shall (i) obtain written  
confirmation from each Rating Agency that such reduction shall not reduce the   
rating assigned to any Class of Certificates by such Rating Agency below the    
lower of the then current rating or the rating assigned to such Certificates as 
of the Closing Date by such Rating Agency and (ii) provide a copy of such       
written confirmation to the Trustee.                                            

   "Bankruptcy Losses": Losses that are incurred as a result of Debt
Service Reductions and Deficient Valuations.                                    

  "Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which 
is reflected on the books of the Depository or on the books of a Person         
maintaining an account with the Depository (directly, as a "Depository          
Participant", or indirectly, as an indirect participant in accordance with the  
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Certificates (other than the Class P Certificates and Class R         
Certificates) shall be Book-Entry Certificates.                                 

    "Business Day": Any day other than (a) a Saturday or Sunday, (b) a
legal holiday in the State of New Jersey or the State of New York, or (c) a day 
on which banking or savings and loan                                            

 5

EX-4.1
12th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 12th
institutions in the State of New Jersey or the State of New York are authorized 
or obligated by law or executive order to be closed.                            

  "Buydown Account": The custodial account or accounts created and
maintained pursuant to Section 3.25.                                            

         "Buydown Agreement": An agreement between the applicable originator and
a Mortgagor, or an agreement among such originator, a Mortgagor and an employer 
of a relocated Mortgagor which, in each case, provides for the application of   
Buydown Funds.                                                                  

      "Buydown Funds": In respect of any Buydown Mortgage Loan, any amount
contributed by the related originator or the employer of a relocated borrower in
order to enable the Mortgagor to reduce the payments required to be made from   
the Mortgagor's funds during the Buydown Period. The Buydown Funds are not part 
of the Trust Fund prior to deposit into the Collection Account or the           
Distribution Account.                                                           

 "Buydown Mortgage Loan": Any Mortgage Loan in respect of which,
pursuant to a Buydown Agreement, (i) the Mortgagor pays less than the full      
monthly payment specified in the Mortgage Note during the Buydown Period and    
(ii) the difference between the payments required under such Buydown Agreement  
and the Mortgage Note is paid from the related Buydown Funds.                   

         "Buydown Period": The period during which Buydown Funds are required to
be applied to the related Buydown Mortgage Loans as provided in Section 3.25.   

    "Cash-Out Refinancing": A Refinanced Mortgage Loan the proceeds of
which were more than 2% or $2,000 in excess of the principal balance of any     
existing first mortgage or seasoned subordinate mortgage on the related         
Mortgaged Property and related closing costs.                                   

      "Cash Liquidation": As to any defaulted Mortgage Loan other than REO
Property which has been acquired by the Master Servicer on behalf of the Trustee
for the benefit of the Certificateholders, a determination by the Master        
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and  
other payments or cash recoveries which the Master Servicer reasonably or in    
good faith expects to be finally recoverable with respect to such Mortgage Loan,
plus, with respect to a defaulted Mortgage Loan that is an Additional Collateral
Mortgage Loan, the amount realized on the related Additional Collateral with    
respect to such Mortgage Loan in accordance with Section 3.16.                  

"Certificate": Any Regular Certificate or Class R Certificate.

         "Certificateholder" or "Holder": The Person in whose name a Certificate
is registered in the Certificate Register, except that a Disqualified           
Organization or non-U.S. Person shall not be a Holder of a Class R Certificate  
for any purpose hereof.                                                         

       "Certificate Owner": With respect to each Book-Entry Certificate, any
beneficial owner thereof.                                                       

 6

EX-4.1
13th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 13th
         "Certificate Principal Balance": With respect to any Certificate (other
than a Class X 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, reduced by the aggregate of (a) all distributions
of principal made thereon on such immediately prior Distribution Date and (b)   
without duplication of amounts described in clause (a) above, reductions in the 
Certificate Principal Balance thereof in connection with allocations thereto of 
Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on  
such immediately prior Distribution Date (or, in the case of any date of        
determination up to and including the initial Distribution Date, the initial    
Certificate Principal Balance of such Certificate, as stated on the face        
thereon; provided, however, that the Certificate Principal Balance of each      
Subordinate Certificate of the Class of Subordinate Certificates outstanding    
with the highest numerical designation at any given time shall be calculated to 
equal the Percentage Interest evidenced by such Certificate multiplied by the   
excess, if any, of (A) the then aggregate Stated Principal Balance of the       
Mortgage Loans over (B) the then aggregate Certificate Principal Balances of all
other Classes of Certificates then outstanding. The Class X Certificates shall  
not have Certificate Principal Balances and shall not be entitled to any        
distributions of principal.                                                     

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

     "Class": Collectively, Certificates which have the same priority of
payment and bear the same class designation and the form of which is identical  
except for variation in the Percentage Interest evidenced thereby.              

    "Class A Certificate": Any of the Class A-1, Class A-2, Class A-3,
Class A-4 or Class A-5 Certificates as designated on the face thereof           
substantially in the form annexed hereto as Exhibit A, executed by the Trustee  
and authenticated and delivered by the Trustee, representing the right to       
distributions as set forth herein and therein.                                  

   "Class A Certificateholder": Any Holder of a Class A Certificate.

        "Class B Certificate": Any one of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Certificates as designated on the face thereof
substantially in the form annexed hereto as Exhibit C-2, executed by the Trustee
and authenticated and delivered by the Trustee, representing the right to       
distributions as set forth herein and therein.                                  

   "Class B Certificateholder": Any Holder of a Class B Certificate.

       "Class B Percentage": The Class B-1 Percentage, Class B-2 Percentage,
Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or Class B-6   
Percentage.                                                                     

    "Class B-1 Percentage": With respect to any Distribution Date, the
lesser of 100% and a faction, expressed as a percentage, the numerator of which 
is the aggregate Certificate Principal Balance of the Class B-1 Certificates    
immediately prior to such Distribution Date and the denominator of which is the 
aggregate Stated Principal Balance of all of the Mortgage Loans (or             

 7

EX-4.1
14th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 14th
related REO Properties), other than the Class P Fraction of the Class P Mortgage
Loans, immediately prior to such Distribution Date. The initial Class B-1       
Percentage is 1.51%.                                                            

    "Class B-2 Percentage": With respect to any Distribution Date, the
lesser of 100% and a faction, expressed as a percentage, the numerator of which 
is the aggregate Certificate Principal Balance of the Class B-2 Certificates    
immediately prior to such Distribution Date and the denominator of which is the 
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO 
Properties), other than the Class P Fraction of the Class P Mortgage Loans,     
immediately prior to such Distribution Date. The initial Class B-2 Percentage is
0.50%.                                                                          

    "Class B-3 Percentage": With respect to any Distribution Date, the
lesser of 100% and a faction, expressed as a percentage, the numerator of which 
is the aggregate Certificate Principal Balance of the Class B-3 Certificates    
immediately prior to such Distribution Date and the denominator of which is the 
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO 
Properties), other than the Class P Fraction of the Class P Mortgage Loans,     
immediately prior to such Distribution Date. The initial Class B-3 Percentage is
0.45%.                                                                          

    "Class B-4 Percentage": With respect to any Distribution Date, the
lesser of 100% and a faction, expressed as a percentage, the numerator of which 
is the aggregate Certificate Principal Balance of the Class B-4 Certificates    
immediately prior to such Distribution Date and the denominator of which is the 
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO 
Properties), other than the Class P Fraction of the Class P Mortgage Loans,     
immediately prior to such Distribution Date. The initial Class B-4 Percentage is
0.20%.                                                                          

    "Class B-5 Percentage": With respect to any Distribution Date, the
lesser of 100% and a faction, expressed as a percentage, the numerator of which 
is the aggregate Certificate Principal Balance of the Class B-5 Certificates    
immediately prior to such Distribution Date and the denominator of which is the 
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO 
Properties), other than the Class P Fraction of the Class P Mortgage Loans,     
immediately prior to such Distribution Date. The initial Class B-5 Percentage is
0.15%.                                                                          

    "Class B-6 Percentage": With respect to any Distribution Date, the
lesser of 100% and a faction, expressed as a percentage, the numerator of which 
is the aggregate Certificate Principal Balance of the Class B-6 Certificates    
immediately prior to such Distribution Date and the denominator of which is the 
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO 
Properties), other than the Class P Fraction of the Class P Mortgage Loans,     
immediately prior to such Distribution Date. The initial Class B-6 Percentage is
0.20%.                                                                          

      "Class P Deferred Amount": With respect to each REO Disposition of a
Class P Mortgage Loan in connection with each Distribution Date or any prior    
Distribution Date, the extent that the amount included under clause (iii) of the
definition of Class P Principal Distribution Amount for that Distribution Date  
was less than the amount described in (x) under clause (iii) of the definition  
of Class P Principal Distribution Amount.                                       
   "Class P Fraction": With respect to each Class P Mortgage Loan, a
fraction, expressed as a percentage, the numerator of which is 6.25% per annum  
minus the Net Mortgage Rate for such Class P Mortgage Loan and the denominator  
of which is 6.25% per annum.                                                    

 8

EX-4.1
15th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 15th
     "Class P Mortgage Loan": Any Mortgage Loan with a Net Mortgage Rate
less than 6.25% per annum.                                                      

"Class P Principal Distribution Amount": With respect to any  
Distribution Date, the balance of the Available Distribution Amount remaining   
after the Senior Interest Distribution Amount (other than the Accrual           
Distribution Amount) has been distributed, equal to the aggregate of:           

                (i) the related Class P Fraction of the principal portion of
        each Monthly Payment due during the related Due Period on each Class P
   Mortgage Loan, whether or not received on or prior to the related
         Determination Date, minus the Class P Fraction of the principal portion
         of the Debt Service Reductions with respect to a Class P Mortgage Loan,
    which together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;                                                       

                 (ii) the related Class P Fraction of the principal portion of
        all other unscheduled collections on each Class P Mortgage Loan (other
    than amounts received in connection with a Cash Liquidation or REO
      Disposition of a Class P Mortgage Loan) including without limitation
     Principal Prepayments in Full and Curtailments, Insurance Proceeds,
   Liquidation Proceeds and REO Proceeds received during the related
   Prepayment Period to the extent applied by the Master Servicer as
       recoveries of principal of the related Class P Mortgage Loan pursuant
to Section 3.16;                                              

                  (iii) with respect to a Class P Mortgage Loan for which a Cash
         Liquidation or a REO Disposition occurred during the related Prepayment
       Period and did not result in any Excess Special Hazard Losses, Excess
    Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an
      amount equal to the lesser of (x) the applicable Class P Fraction of
        the Stated Principal Balance of such Class P Mortgage Loan and (y) the
     related unscheduled collections to the extent applied by the Master
     Servicer as recoveries of principal of the related Class P Mortgage
Loan pursuant to Section 3.16;                                

                (iv) any amounts described in clauses (i), (ii) and (iii) as
determined for any previous Distribution Date, that remain    
undistributed; and                                            

                (v) an amount equal to the aggregate of the Class P Deferred
Amounts, less any amounts paid under this clause on a prior   
    Distribution Date, until paid in full; provided that distributions
    under this clause (v) shall only be made to the extent of Eligible
Funds on such Distribution Date.                              

  "Class R Certificates": The Class R Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,          
substantially in the form annexed hereto as Exhibit C-1 and evidencing the      
ownership of an interest designated as the Residual Interest.                   

         "Class Subordination Percentage": With respect to any Distribution Date
and each Class of Subordinate Certificates, the fraction (expressed as a        
percentage) the numerator of which is the Certificate Principal Balance of such 
Class of Subordinate Certificates immediately prior to such Distribution Date   
and the denominator of which is the aggregate of the Certificate Principal      
Balances of all Classes of Certificates immediately prior to such Distribution  
Date.                                                                           

 9

EX-4.1
16th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 16th
"Closing Date": February 27, 2002.                            

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

         "Collection Account": The account or accounts created and maintained by
the Master Servicer pursuant to Section 3.10, which shall be entitled "Cendant  
Mortgage Corporation, as Master Servicer for Citibank, N.A., as Trustee, in     
trust for registered Holders of CDMC Mortgage Pass- Through Certificates, Series
2002-1", and which must be an Eligible Account.                                 

"Compensating Interest": As defined in Section 3.24 hereof.   

    "Condemnation Proceeds": All awards or settlements in respect of a
taking of a Mortgaged Property by exercise of the power of eminent domain or    
condemnation.                                                                   

      "Control Agreement": With respect to each Mortgage 100(sm) Loan, the
Merrill Lynch Pledged Collateral Account Control Agreement between the guarantor
or mortgagor, as applicable, the Additional Collateral Servicer and Merrill     
Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the guarantor or  
mortgagor, as applicable, has granted a security interest in a Securities       
Account.                                                                        

      "Cooperative": A corporation that has been formed for the purpose of
cooperative apartment ownership.                                                

  "Cooperative Assets": Shares issued by Cooperatives, the related
Cooperative Lease and any other collateral securing the Cooperative Loans.      

    "Cooperative Building": The building and other property owned by a
Cooperative.                                                                    

"Cooperative Lease": With respect to a Cooperative Loan, the  
proprietary lease or occupancy agreement with respect to the Cooperative        
Apartment occupied by the Mortgagor and relating to the related Cooperative     
Assets, which lease or agreement confers an exclusive right to the holder of    
such Cooperative Assets to occupy such apartment.                               

    "Cooperative Loan": The indebtedness of a Mortgagor evidenced by a
Mortgage Note which is secured by Cooperative Assets and which is being sold to 
the Depositor pursuant to this Agreement, the Mortgage Loans so sold being      
identified in the Mortgage Loan Schedule.                                       

        "Cooperative Unit": A specific dwelling unit in a Cooperative Building
as to which exclusive occupancy rights have been granted pursuant to a Lease.   

       "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, for Certificate transfer        
purposes, at 111 Wall Street, 14th Floor, New York, New York 10005, Attention:  
CDMC, Series 2002-1, 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.                                                                       

10

EX-4.1
17th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 17th
       "Credit Support Depletion Date": The first Distribution Date on which
the Senior Percentage equals 100%.                                              

      "Curtailment": Any Principal Prepayment made by a Mortgagor which is
not a Principal Prepayment in Full.                                             

"Cut-off Date": February 1, 2002.                             

  "Cut-off Date Aggregate Principal Balance": The aggregate of the
Cut-off Date Principal Balances of the Mortgage Loans. With respect to all      
Eligible Substitute Mortgage Loans, their respective dates of substitution.     

      "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the unpaid principal balance thereof as of the Cut-off Date (or as of the       
applicable date of substitution with respect to a Eligible Substitute Mortgage  
Loan).                                                                          

"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.                                 

       "Defective Mortgage Loan": A Mortgage Loan replaced or to be replaced
by one or more Eligible Substitute Mortgage Loans.                              

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

  "Definitive Certificates": As defined in Section 5.02(c) hereof.

         "Depositor": Cendant Mortgage Capital LLC, a Delaware limited liability
company, or any successor in interest.                                          

    "Depository": The initial Depository shall be The Depository Trust
Company, whose nominee is Cede & Co., or any other organization registered as a 
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of     
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing       
corporation" as defined in Section 8-102(3) of the Uniform Commercial Code of   
the State of New York.                                                          

      "Depository Agreement": With respect to any Book-Entry Certificates,
the agreement among the Depositor, the Trustee and the initial Depository, to be
dated on or about the Closing Date.                                             

     "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.   

11

EX-4.1
18th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 18th
       "Determination Date": With respect to any Distribution Date, the 15th
day of the calendar month in which such Distribution Date occurs or, if such    
15th day is not a Business Day, the Business Day immediately preceding such 15th
day.                                                                            

         "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 the Trust Fund 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 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 the Freddie Mac or any successor thereto, 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 or (v) any
other Person so designated by the Trustee based upon an Opinion of Counsel,     
which Opinion of Counsel shall not be an expense of the Trustee, that the       
holding of an ownership interest in a Residual Certificate by such Person may   
cause the Trust or any Person having an ownership interest in the Residual      
Certificate (other than such Person) to incur a liability for any federal tax   
imposed under the Code that would not otherwise be imposed but for the transfer 
of an ownership interest in a Residual Certificate to such Person. The terms    
"United States," "State" and "international organization" shall have the        
meanings set forth in Section 7701 of the Code or successor provisions.         

   "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled   
"Distribution Account, Citibank, N.A., as Trustee, in trust for the registered  
Holders of the CDMC Mortgage Pass-Through Certificates, Series 2002-1" and which
must be an Eligible Account.                                                    

     "Distribution Date": The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in                                                              

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

 "Due Period": With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month in which such     
Distribution Date (or with respect to the first                                 

12

EX-4.1
19th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 19th
Due Period, the day following the Cut-off Date) occurs and ending on the first  
day of the month in which such Distribution Date occurs.                        

"Effective Loan-to-Value Ratio": With respect to an Additional
Collateral Mortgage Loan, the ratio, expressed as a percentage, of (A) the      
principal amount of the Mortgage Loan at origination less the value of any      
Additional Collateral securing the Mortgage Loan, to (B) the lesser of (1) the  
appraised value determined in an appraisal or other collateral assessment tool  
obtained at origination of the Mortgage Loan and (2) the sales price for the    
related Mortgaged Property.                                                     

         "Eligible Account": Any of (i) an account or accounts maintained with a
depository institution the short-term debt obligations of which have been rated 
by each Rating Agency in its highest rating available, (ii) in a depository     
institution in which such accounts are fully insured to the limits established  
by the FDIC, provided that any deposits not so insured shall, to the extent     
acceptable to each Rating Agency, as evidenced in writing, be maintained such   
that (as evidenced by an Opinion of Counsel delivered to the Trustee and each   
Rating Agency) the registered Holders of Certificates have a claim with respect 
to the funds in such account or a perfected first security interest against any 
collateral (which shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other depositors or creditors of the          
depository institution with which such account is maintained, (iii) a trust     
account or accounts maintained with the trust department of a federal or state  
chartered depository institution, national banking association or trust company 
acting in its fiduciary capacity, (iv) an account or accounts of a depository   
institution acceptable to each Rating Agency (as evidenced in writing by each   
Rating Agency that use of any such account will not reduce the rating assigned  
to any Class of Certificates by such Rating Agency below the lower of the       
then-current rating or the rating assigned to such Certificates as of the       
Closing Date by such Rating Agency) or (v) an account or accounts maintained    
with a federal or state chartered depository institution or trust company that  
meet the depository requirements of Fannie Mae or Freddie Mac. Eligible Accounts
may bear interest.                                                              

        "Eligible Funds": With respect to each Distribution Date, the portion,
if any, of the Available Distribution Amount remaining after reduction by the   
sum of the Senior Interest Distribution Amount, the Senior Principal            
Distribution Amount, determined without regard to clause (D) of its definition, 
the Class P Principal Distribution Amount, determined without regard to clause  
(v) of its definition, and the aggregate amount of the Monthly Interest         
Distributable Amount on the Class B-1, Class B-2, Class B-3, Class B-4 and Class
B-5 Certificates.                                                               

        "Eligible Substitute Mortgage Loan": A mortgage loan substituted for a
Defective Mortgage Loan pursuant to the terms of this Agreement which must, on  
the date of such substitution, (i) have an outstanding principal balance, after 
application of all scheduled payments of principal and interest due during or   
prior to the month of substitution, not in excess of the outstanding principal  
balance of the Defective Mortgage Loan as of the Due Date in the calendar month 
during which the substitution occurs, the amount of any shortfall to be         
deposited by the Master Servicer in the Collection Account in the month of      
substitution, (ii) have a Loan Rate, not less than the Loan Rate of the         
Defective Mortgage Loan and not more than 1% in excess of the Loan Rate of such 
Defective Mortgage Loan, (iii) have a remaining term to maturity not greater    
than (and not more than one year less than) that of the Defective Mortgage Loan,
(iv) be current as of the date of substitution, (v) have a Loan-to-Value Ratio  
as of the date of substitution equal to or lower than the Loan-to-Value Ratio   

13

EX-4.1
20th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 20th
of the Defective Mortgage Loan as of such date and (vi) conform to each         
representation and warranty set forth in Section 2.04 hereof applicable to the  
Defective Mortgage Loan. In the event that one or more mortgage loans are       
substituted for one or more Defective Mortgage Loans, the amounts described in  
clause (i) hereof shall be determined on the basis of aggregate principal       
balances, the Loan Rates described in clause (ii) hereof shall be determined on 
the basis of weighted average Loan Rates, the terms described in clause (iii)   
hereof shall be determined on the basis of weighted average remaining term to   
maturity, the Loan-to-Value Ratios described in clause (v) 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 (vi) hereof must be satisfied as to each Eligible Substitute Mortgage    
Loan or in the aggregate, as the case may be. Any Mortgage Loan substituted for 
a Mortgage Loan which has an arrearage due to the application of any related    
forbearance plan with respect to such Mortgage Loan, will be treated as having  
such an arrearage due to the application of any related forbearance plan with   
respect to such Mortgage Loan.                                                  

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

         "ERISA-Restricted Certificates": Any of the Class B-4, Class B-5, Class
B-6 and Class R Certificates.                                                   

  "Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard insurance
premiums and other payments required to be escrowed by the Mortgagor with the   
mortgagee pursuant to any Mortgage Loan.                                        

    "Estate in Real Property": A fee simple estate in a parcel of real
property.                                                                       

     "Excess Losses": (i) Special Hazard Losses in excess of the Special
Hazard Amount, (ii) Bankruptcy Losses in excess of the Bankruptcy Amount, (iii) 
Fraud Losses in excess of the Fraud Loss Amount and (iv) Extraordinary Losses.  

         "Excess Subordinate Principal Amount": With respect to any Distribution
Date on which the Certificate Principal Balance of the Class or Classes of      
Certificates then outstanding with the Lowest Priority is to be reduced to zero 
and on which Realized Losses are to be allocated to that Class or those Classes,
the amount, if any, by which (i) the amount of principal that would otherwise be
distributable on that Class or those Classes of Certificates on such            
Distribution Date is greater than (ii) the excess, if any, of the aggregate     
Certificate Principal Balance of that Class or those Classes of Certificates    
immediately prior to such Distribution Date over the aggregate amount of        
Realized Losses to be allocated to that Class or those Classes of Certificates  
on such Distribution Date, as reduced by any amount calculated pursuant to      
clause (v) of the definition of Class P Principal Distribution Amount.          

         "Extraordinary Loss": Any Realized Loss or portion thereof caused by or
resulting from:                                                                 

            (i) nuclear or chemical reaction or nuclear radiation or
  radioactive or chemical contamination, all whether controlled or
        uncontrolled and whether such loss be direct or indirect, proximate or
remote or be in whole or in part caused by, contributed to or 
      aggravated by a peril covered by the definition of the term "Special
Hazard Loss";                                                 

14

EX-4.1
21st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 21st
           (ii) hostile or warlike action in time of peace or war,
  including action in hindering, combating or defending against an
     actual, impending or expected attack by any government or sovereign
      power, DE JURE or DE FACTO, or by any authority maintaining or using
        military, naval or air forces, or by military, naval or air forces, or
 by an agent of any such government, power, authority or forces;

       (iii) any weapon of war employing atomic fission or
radioactive forces whether in time of peace or war, and       

                (iv) insurrection, rebellion, revolution, civil war, usurped
         power or action taken by governmental authority in hindering, combating
       or defending against such an occurrence, seizure or destruction under
 quarantine or customs regulations, confiscation by order of any
   government or public authority, or risks of contraband or illegal
transactions or trade.                                        

      "Extraordinary Trust Fund Expenses": Any amounts reimbursable to the
Master Servicer or the Depositor pursuant to Section 6.03, any amounts          
reimbursable to the Trustee from the Trust Fund pursuant to this Agreement,     
including but not limited to Section 8.05, and any other costs, expenses,       
liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, 
liability or loss that is specific to a particular Mortgage Loan or REO Property
and is taken into account in calculating a Realized Loss in respect thereof) for
which the Trust Fund has not and, in the reasonable good faith judgment of the  
Trustee, shall not, obtain reimbursement or indemnification from any other      
Person.                                                                         

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

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

     "Fidelity Bond": Shall have the meaning assigned thereto in Section
3.14.                                                                           

        "Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased  
by a Seller or the Master Servicer pursuant to or as contemplated by Section    
2.03 or 10.01), 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.                                                     

"Fitch": Fitch, Inc., doing business as Fitch Ratings, and any
successor thereto or its successor in interest.                                 

         "Foreclosure Price": The amount reasonably expected to be received from
the sale of the related Mortgaged Property net of any expenses associated with  
foreclosure proceedings.                                                        

        "Fraud Loss Amount": As of any date of determination after the Cut-off
Date, (X) prior to the first anniversary of the Cut-off Date, an amount equal to
2.00% of the aggregate outstanding principal balance of all of the Mortgage     
Loans as of the Cut-off Date minus the Fraud Losses allocated solely to one or  
more specific Classes of Certificates in accordance with Section 4.02 since     

15

EX-4.1
22nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 22nd
the most recent anniversary of the Cut-off Date up to such date of              
determination, (Y) from the first to the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most   
recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate           
outstanding principal balance of all of the Mortgage Loans as of the Cut-off    
Date minus (2) the Fraud Losses allocated solely to one or more specific Classes
of Certificates in accordance with Section 4.02 since the most recent           
anniversary of the Cut-off Date up to such date of determination and (Z) from   
the second to the fifth anniversary of the Cut-off Date, an amount equal to (1) 
the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the
Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus (2) the Fraud Losses         
allocated solely to one or more specific Classes of Certificates in accordance  
with Section 4.02 since the most recent anniversary of the Cut-off Date up to   
such date of determination . On and after the fifth anniversary of the Cut-off  
Date, the Fraud Loss Amount shall be zero.                                      

     The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided  
that prior to any such reduction, the Master Servicer shall (i) obtain written  
conformation from each Rating Agency that such reduction shall not reduce the   
rating assigned to any Class of Certificates by such Rating Agency below the    
lower of the then-current rating or the rating assigned to such Certificates as 
of the Closing Date by such Rating Agency and (ii) provide a copy of such       
written conformation to the Trustee.                                            

   "Fraud Losses": Losses sustained on a Liquidated Mortgage Loan by
reason of a default arising from fraud, dishonesty or misrepresentation.        

        "Freddie Mac": Federal Home Loan Mortgage Corporation or any successor
thereto.                                                                        

   "Highest Priority": As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for        
payments pursuant to Section 4.01(c), in the following order: Class B-1, Class  
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.                

       "HUD": The United States Department of Housing and Urban Development,
or any successor thereto and including the Federal Housing Commissioner and the 
Secretary of Housing and Urban Development where appropriate under the FHA      
Regulations.                                                                    

         "Independent": When used with respect to any specified Person, any such
Person who (a) is in fact independent of the Depositor, the Master Servicer and 
their respective Affiliates, (b) does not have any direct financial interest in 
or any material indirect financial interest in the Depositor or the Master      
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor  
or 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 or 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.                                                                    

16

EX-4.1
23rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 23rd
        "Independent Contractor": Either (i) any Person (other than the Master
Servicer) that would be an "independent contractor" with respect to the Trust   
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund 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 percent or more of any Class of Certificates), so long as the    
Trust Fund does not receive or derive any income from such Person and provided  
that the relationship between such Person and the Trust Fund 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, which Opinion of Counsel shall be an expense of the Trust   
Fund, 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.                                                                       

      "Initial Certificate Principal Balance": With respect to any Regular
Certificate other than the Class X Certificates, the amount designated "Initial 
Certificate Principal Balance" on the face thereof.                             

      "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
all Certificates, the calendar month immediately preceding the month in which   
such Distribution Date occurs.                                                  

    "Late Collections": With respect to any Mortgage Loan, all amounts
received subsequent to the Determination Date immediately following any related 
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 on a   
contractual basis for such Due Period and not previously recovered.             

       "Lender-Paid PMI Premium": The related monthly fee in connection with
any lender-paid Primary Insurance Policy.                                       

        "Limited Purpose Surety Bond": The Limited Purpose Surety Bond (Policy
No. AB0039BE), dated February 28, 1996 in respect to certain Additional         
Collateral Mortgage Loans, issued by Ambac Assurance Corporation (f/k/a Ambac   
Indemnity Corporation) for the benefit of certain beneficiaries, including the  
Trustee for the benefit of the Certificateholders, but only to the extent that  
such Limited Purpose Surety Bond covers any Additional Collateral Mortgage      
Loans.                                                                          

17

EX-4.1
24th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 24th
       "Liquidated Mortgage Loan": As to any Distribution Date, any Mortgage
Loan in respect of which the Master Servicer has determined, in accordance with 
the servicing procedures specified herein, as of the end of the related Due     
Period, that all Liquidation Proceeds and Insurance Proceeds which it expects to
recover with respect to the liquidation of the Mortgage Loan or disposition of  
the related REO Property have been recovered.                                   

    "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery 
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is  
removed from the Trust Fund by reason of its being purchased, sold or replaced  
pursuant to or as contemplated by Section 2.03 or Section 10.01. 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 the Trust Fund by reason of its being sold or purchased pursuant to
Section 3.23 or Section 10.01.                                                  

    "Liquidation Proceeds": The amount (other than 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 by means of a trustee's sale, 
foreclosure sale or otherwise (including, with respect to a defaulted Mortgage  
Loan that is an Additional Collateral Mortgage Loan, the amount realized on the 
related Additional Collateral with respect to such Mortgage Loan in accordance  
with Section 3.16), or (iii) the repurchase, substitution or sale of a Mortgage 
Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 
3.16 or Section 10.01.                                                          

        "Loan Balance": As of any date, the aggregate Stated Principal Balance
of all of the Mortgage Loans as of such date.                                   

        "Loan-to-Value Ratio": As of any date and Mortgage Loan (other than an
Additional Collateral Mortgage Loan), the fraction, expressed as a percentage,  
the numerator of which is the Stated Principal Balance of the Mortgage Loan, and
the denominator of which is the Value of the related Mortgaged Property. As of  
any date and any Additional Collateral Mortgage Loan, the related Effective     
Loan-to-Value Ratio.                                                            

     "Loan 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 shall remain       
constant at the rate set forth in the Mortgage Loan Schedule as the Loan Rate in
effect immediately following the Cut-off Date. 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.                                 

      "Lockout Adjusted Percentage": With respect to any Distribution Date
(i) occurring prior to March 2007, 0% and (ii) occurring in or after March 2007,
the Lockout Percentage.                                                         

         "Lockout Percentage": With respect to any Distribution Date, the lesser
of (i) 100% and (ii) the Certificate Principal Balance of the Class A-4         
Certificates divided by the aggregate Stated                                    

18

EX-4.1
25th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 25th
Principal Balance of the Mortgage Loans (other than the Class P Fraction of each
Class P Mortgage Loan), in each case immediately prior to any allocations of    
losses or distributions on that Distribution Date.                              

         "Lockout Prepayment Percentage": With respect to any Distribution Date,
the product of (i) the Lockout Percentage and (ii) the Stepdown Percentage.     

      "Lost Note Affidavit": With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost or destroyed and has not   
been replaced, an affidavit from the Depositor as applicable 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 against any loss,  
cost or liability resulting from the failure to deliver the original Mortgage   
Note) in the form of Exhibit H hereto.                                          

       "Lower Priority": As of any date of determination and with respect to
any Class of Subordinate Certificates, any other Class of Subordinate           
Certificates then outstanding with a later priority for payments pursuant to    
Section 4.01(c).                                                                

  "Lowest Priority": As of any date of determination, the Class of
Subordinate Certificates then outstanding with the latest priority for payments 
pursuant to Section 4.01(c), in the following order: Class B-6, Class B-5, Class
B-4, Class B-3, Class B-2 and Class B-1 Certificates.                           

       "Majority Certificateholders": The Holders of Certificates evidencing
at least 51%of the Voting Rights.                                               

         "Master Servicer Affiliate": A Person (i) controlling, controlled by or
under common control with the Master Servicer or which is 50% or more owned by  
the Master Servicer and (ii) which is qualified to service residential mortgage 
loans.                                                                          

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

     "Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day prior to such Distribution Date.                         

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

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

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

"MLCC": Merrill Lynch Credit Corporation and its successors in
interest.                                                                       

19

EX-4.1
26th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 26th
   "MOM Loan": With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such   
Mortgage Loan and its successors and assigns, at the origination thereof.       

 "Monthly Interest Distributable Amount": An amount equal to the
interest accrued during the related Interest Accrual Period on the Certificate  
Principal Balance or Notional Amount, as applicable of each Class of            
Certificates at the then-applicable Pass-Through Rate. The Monthly Interest     
Distributable Amount on any Class of Certificates will be reduced by the amount 
of (i) Prepayment Interest Shortfalls (to the extent not offset by the Master   
Servicer with a payment of Compensating Interest as provided in Section 3.24),  
(ii) the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses
(including Excess Losses) not allocated solely to one or more specific Classes  
of Certificates pursuant to Section 4.02, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained  
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage 
Loan or REO Property that were made with respect to delinquencies that were     
ultimately determined to be Excess Losses and (iv) any other interest shortfalls
not covered by the subordination provided by the Class B Certificates, including
Relief Act Shortfalls, with all such reductions allocated among all of the      
Certificates in proportion to their respective amounts of Monthly Interest      
Distributable Amount payable on such Distribution Date which would have resulted
absent such reductions.                                                         

     "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 3.01; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.          

  "Moody's": Moody's Investors Service, Inc. and its successors 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 100(sm) Loan": A Mortgage Loan secured by Additional
Collateral in the form of a security interest in the Securities Account and the 
financial assets held therein and having a value, as of the date of origination 
of such Mortgage Loan, of at least equal to the related Original Additional     
Collateral Requirement.                                                         

    "Mortgage 100(sm) Pledge Agreement": With respect to each Mortgage
100(sm) Loan, the Pledge Agreement for Securities Account between the related   
mortgagor and the Additional Collateral Servicer pursuant to which such         
mortgagor granted a security interest in the related securities and other       
financial assets held therein.                                                  

20

EX-4.1
27th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 27th
       "Mortgage File": The mortgage documents listed in Section 2.01(A) and
(B) 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 (including the Cooperative Loans)
transferred and assigned to the Trustee pursuant to Section 2.01 or Section     
2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage     
Loans so held being identified in the Mortgage Loan Schedule.                   

"Mortgage Loan Purchase Agreement": The mortgage loan purchase
agreement, dated February 1, 2002, among the Sellers and the Depositor,         
regarding the transfer of the Mortgage Loans.                                   

      "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
identifying the Mortgage Loans transferred from the Sellers, and attached hereto
as Exhibit D. The Mortgage Loan Schedule shall set forth the following          
information with respect to each Mortgage Loan:                                 

             (i)        the Sellers' Mortgage Loan identifying number;

   (ii)       the Mortgagor's first and last name;

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

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

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

(vi)       the original months to maturity; 

 (vii)      the original date of the mortgage;

                 (viii)     the Loan-to-Value Ratio or Effective Loan-to-Value
               Ratio, as applicable, at origination;

(ix)       the loan rate;                   

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

(xi)       the stated maturity date;        

                (xii)      the amount of the Monthly Payment at origination;

                  (xiii)     the amount of the Monthly Payment as of the Cut-off
Date;                 

              (xiv)      the next Due Date on which a Monthly Payment is
due;                  

21

EX-4.1
28th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 28th
                  (xv)       the original principal amount of the Mortgage Loan;

                (xvi)      the unpaid principal balance of the Mortgage Loan
                          as of the close of business on the Cut-off Date;

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

               (xviii)    a code indicating the documentation style (i.e.,
        full, alternative or reduced);

                (xix)      a code indicating if the Mortgage Loan is subject
        to a Primary Insurance Policy;

        (xx)       the name of the Qualified Insurer and the
                      certificate number for any Primary Insurance
Policy, if applicable;

             (xxi)      the depth of coverage of any Primary Insurance
Policy, if applicable;

   (xxii)     the Value of the Mortgaged Property;

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

(xxiv)     the Servicing Fee;               

              (xxv)      whether the Mortgage Loan is a Buydown Mortgage
Loan;                 

                (xxvi)     the Lender-Funded PMI Premium, if applicable; and

               (xxvii)    the amount of the Original Additional Collateral
Requirement, if any.  

      The Mortgage Loan Schedule shall set forth the following information
with respect to the Mortgage Loans in the aggregate as of the Cut-off Date: (1) 
the number of Mortgage Loans; (2) the current principal balance of the Mortgage 
Loans; (3) the weighted average Loan 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 Master Servicer in accordance with the
provisions of this Agreement. With respect to any Eligible Substitute Mortgage  
Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage    
Loan, determined in accordance with the definition of Cut-off Date herein.      

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

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

22

EX-4.1
29th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 29th
         "Mortgaged Property": The underlying property securing a Mortgage Loan,
including any REO Property, consisting of an Estate in Real Property improved by
a Residential Dwelling.                                                         

"Mortgagor": The obligor on a Mortgage Note.                  

     "Net Liquidation Proceeds": With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property (including REO      
Property) the related Liquidation Proceeds net of Advances, Servicing Advances, 
Servicing Fees and any other accrued and unpaid Servicing Fees received and     
retained in connection with the liquidation of such Mortgage Loan or Mortgaged  
Property Rate.                                                                  

      "Net Mortgage Rate": With respect to any Mortgage Loan, (x) the Loan
Rate minus (y) the Servicing Fee Rate, the Trustee Fee Rate and the Lender-Paid 
PMI Premium, if applicable.                                                     

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

       "Nonrecoverable Advance": Any Advance or 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 Advance or Servicing Advance, would not be ultimately        
recoverable from Late Collections on such Mortgage Loan or REO Property as      
provided herein.                                                                

     "Notional Amount": As of any Distribution Date, with respect to the
Class X Certificates, an amount equal to the product of (x) the aggregate Stated
Principal Balance of the Premium Rate Mortgage Loans immediately prior to such  
Distribution Date; and (y) a fraction, the numerator of which is the weighted   
average of the Stripped Interest Rates for the Premium Rate Mortgage Loans      
immediately prior to such Distribution Date and the denominator of which is     
6.25%.                                                                          

      "Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice president        
(however denominated), and by the Treasurer, the Secretary, or one of the       
assistant treasurers or assistant secretaries of the Master Servicer or the     
Depositor, as applicable.                                                       

      "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be a salaried counsel for the Depositor or the Master Servicer,     
acceptable to the Trustee, except that any opinion of counsel relating to (a)   
the qualification of any 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
Master Servicer may opt to terminate the Trust Fund pursuant to Section 10.01.  

   "Original Additional Collateral Requirement': With respect to any
Additional Collateral Mortgage Loan, an amount equal to the Additional          
Collateral required at the time of the origination of such Additional Collateral
Mortgage Loan in order to achieve an Effective Loan-to-Value Ratio              

23

EX-4.1
30th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 30th
for such Additional Collateral Mortgage Loan, generally equal to seventy percent
(70%); for purposes of the Required Surety Payment, in no event shall the       
Original Additional Collateral Requirement for an Additional Collateral Mortgage
Loan exceed thirty percent (30%) of its original principal balance.             

       "Original Notional Amount": With respect to the Class X Certificates,
$10,622,903.69.                                                                 

         "Original Certificate Principal Balance": With respect to each Class of
the Certificates (other than the Class X Certificates), the Certificate         
Principal Balance thereof on the Closing Date, as set forth opposite such Class 
above in the Preliminary Statement.                                             

 "Original Subordinated Principal Balance": The aggregate of the
Certificate Principal Balances of the Subordinate Certificates as of the Cut-off
Date.                                                                           

         "Other Insurance Proceeds": Proceeds of any title policy, hazard policy
or other insurance policy covering a Mortgage Loan, other than the Primary      
Insurance Policy, if any, 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.                              

        "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.                                          

"Parent Power(R)Agreement": With respect to each Parent       
Power(R)Mortgage Loan, a Parent Power(R)Guaranty and Security Agreement for     
Securities Account.                                                             

 "Parent Power(R) Guaranty and Security Agreement for Securities
Account": With respect to a Parent Power(R) Mortgage Loan, an agreement between 
the Additional Collateral Servicer and a guarantor on behalf of the mortgagor   
under such Parent Power(R) Mortgage Loan pursuant to which such guarantor       
guarantees the payment of certain losses under such Parent Power(R) Mortgage    
Loan and has granted a security interest to the Additional Collateral Servicer  
in certain marketable securities to collateralize such guaranty. The required   
amount of such collateral is at least equal to the Original Additional          
Collateral Requirement for such Parent Power(R) Mortgage Loan.                  

        "Parent Power(R) Mortgage Loan": A Mortgage Loan having at the time of
origination a Loan- to-Value Ratio generally in excess of the Master Servicer's 
maximum acceptable Loan-to-Value Ratio for such Mortgage Loan as set forth in   
the Underwriting Guide, which Mortgage Loan is supported by a Parent Power(R)   
Agreement.                                                                      

       "Pass-Through Rate": With respect to the Certificates (other than the
Class P Certificates) and any Distribution Date, 6.25% per annum. With respect  
to the Class P Certificates, 0.00% per annum.                                   

      "Paying Agent": Any paying agent appointed pursuant to Section 5.05.

24

EX-4.1
31st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 31st
      "Percentage Interest": With respect to any Certificate (other than a
Class R Certificate), a fraction, expressed as a percentage, the numerator of   
which is the Initial Certificate Principal Balance or Initial Notional Amount,  
as the case may be, represented by such Certificate and the denominator of which
is the Original Certificate Principal Balance or Original Notional Amount, as   
the case may be, of the related Class. With respect to any Class of Class R     
Certificates, the portion of such Class evidenced thereby, expressed as a       
percentage, as stated on the face of such Certificate; provided, however, that  
the sum of all such percentages for each such Class totals 100%.                

       "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 or managed by the Depositor, the Master Servicer, the Trustee 
or any of their respective Affiliates or for which an Affiliate of the Trustee  
serves as an advisor:                                                           

                 (i) obligations of or guaranteed as to principal and interest
         by the United States or any agency or instrumentality thereof when such
   obligations are backed by the full faith and credit of the United
States;                                                       

                 (ii) repurchase agreements on obligations specified in clause
   (i) maturing not more than one month from the date of acquisition
        thereof, provided that the unsecured obligations of the party agreeing
     to repurchase such obligations are at the time rated by each Rating
Agency in its highest short-term rating available;            

                  (iii) federal funds, certificates of deposit, demand deposits,
  time deposits and 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 of any U.S. depository institution or trust
       company incorporated under the laws of the United States or any state
       thereof or of any domestic branch of a foreign depository institution
         or trust company; provided that the debt obligations of such depository
        institution or trust company (or, if the only Rating Agency is S&P, in
  the case of the principal depository institution in a depository
 institution holding company, debt obligations of the depository
      institution holding company) at the date of acquisition thereof have
   been rated by each Rating Agency in its highest short-term rating
        available; and provided further that, if the only Rating Agency is S&P
       and if the depository or trust company is a principal subsidiary of a
      bank holding company and the debt obligations of such subsidiary are
       not separately rated, the applicable rating shall be that of the bank
       holding company; and, provided further that, if the original maturity
  of such short-term obligations of a domestic branch of a foreign
   depository institution or trust company shall exceed 30 days, the
        short-term rating of such institution shall be A-1+ in the case of S&P
if S&P is the Rating Agency;                                  

           (iv) commercial paper and demand notes (having original
       maturities of not more than 365 days) of any corporation incorporated
       under the laws of the United States or any state thereof which on the
         date of acquisition has been rated by each Rating Agency in its highest
        short-term rating available; provided that such commercial paper shall
have a remaining maturity of not more than 30 days;           

25

EX-4.1
32nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 32nd
                (v) a money market fund or a qualified investment fund rated
      by each Rating Agency in its highest long-term rating available; and

               (vi) other obligations or securities that are acceptable to
     each Rating Agency as a Permitted Investment hereunder and will not
        reduce the rating assigned to any Class of Certificates by such Rating
 Agency below the lower of the then-current rating or the rating
     assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;                              

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

"Permitted Transferee": Any Person other than a Disqualified  
Organization, or an "electing large partnership" as defined in Section 775(a) of
the Code or a non-U.S. Person.                                                  

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

      "Premium Rate Mortgage Loan": Any Mortgage Loan other than a Class P
Mortgage Loan.                                                                  

      "Prepayment Interest Shortfall": As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was 
the subject of (a) a Principal Prepayment in Full during the related Prepayment 
Period, an amount equal to the excess of one month's interest at the Net        
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the    
amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's     
interest at the Net Mortgage Rate on the amount of such Curtailment. The        
obligations of the Master Servicer in respect of any Prepayment Interest        
Shortfall are set forth in Section 3.24.                                        

 "Prepayment Period": With respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.      

     "Prepayment Distribution Trigger": With respect to any Distribution
Date and any Class of Subordinate Certificates (other than the Class B-1        
Certificates), a test that shall be satisfied if the fraction (expressed as a   
percentage) equal to the sum of the Certificate Principal Balances of such Class
and each Class of Subordinate Certificates with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated     
Principal Balance of all of the Mortgage Loans (or related REO Properties)      
immediately prior to such Distribution Date is greater than or equal to the sum 
of the related initial Class B Percentages of such Classes of Subordinate       
Certificates.                                                                   

26

EX-4.1
33rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 33rd
      "Primary Insurance Policy": Each policy of primary guaranty mortgage
insurance issued by a Qualified Insurer in effect with respect to any Mortgage  
Loan, or any replacement policy therefor obtained by the Master Servicer        
pursuant to Section 3.13.                                                       

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

       "Private Certificates": Any of the Class B-4, Class B-5 and Class B-6
Certificates.                                                                   

     "Property Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such   
proceeds are received by the Master Servicer and are not to be applied to the   
restoration of the related Mortgaged Property or released to the Mortgagor in   
accordance with the Master Servicer's servicing procedures, subject to the terms
and conditions of the related Mortgage Note and Mortgage.                       

        "Purchase Price": With respect to any Mortgage Loan or REO Property to
be purchased pursuant to or as contemplated by Section 2.03 or 10.01, 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 10.01),  
(ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated        
Principal Balance at the applicable Loan 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 Loan 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 4.07, (iii) any unreimbursed Servicing Advances and Advances
and any unpaid Servicing Fees allocable to such Mortgage Loan or RED Property,  
(iv) any amounts previously withdrawn from the Collection Account in respect of 
such Mortgage Loan or REO Property pursuant to Section 3.23, and (z) 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 or the Trustee in  
respect of the breach or defect giving rise to the purchase obligation.         

        "Qualified Insurer": Any insurance company acceptable to Fannie Mae or
Freddie Mac.                                                                    

27

EX-4.1
34th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 34th
    "Rate/Term Refinancing": A Refinanced Mortgage Loan which is not a
Cash-Out Refinancing.                                                           

       "Rating Agency or Rating Agencies": S&P, Moody's 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 Master Servicer.                  

         "Realized Loss": With respect to a Liquidated Mortgage Loan, the amount
by which the remaining unpaid principal balance of the Mortgage Loan exceeds the
amount of Liquidation Proceeds applied to the principal balance of the related  
Mortgage Loan.                                                                  

  "Record Date": With respect to all of the Certificates, the last
Business Day of the month immediately preceding the month in which the related  
Distribution Date occurs.                                                       

        "Refinanced Mortgage Loan": A Mortgage Loan the proceeds of which were
used to satisfy an existing mortgage loan on the Mortgaged Property.            

         "Regular Certificate": Any of the Class A, Class P, Class X and Class B
Certificates.                                                                   

     "Related Documents": With respect to any Mortgage Loan, the related
Mortgage Notes, Mortgages and other related documents.                          

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

         "Relief Act Interest Shortfall": With respect to any Distribution Date,
for any Mortgage Loan as to which there has been a reduction in the amount of   
interest collectible thereon for the most recently ended Due Period as a result 
of the application of the Relief Act, the amount by which (i) interest          
collectible on such Mortgage Loan during such Due Period is less than (ii) one  
month's interest on the Stated Principal Balance of such Mortgage Loan at the   
Loan Rate for such Mortgage Loan before giving effect to the application of the 
Relief Act Code.                                                                

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

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

   "Remittance Report": A report prepared by the Master Servicer and
delivered to the Trustee pursuant to Section 4.03.                              

     "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.                

28

EX-4.1
35th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 35th
 "REO Account": The account or accounts maintained by the Master
Servicer in respect of an REO Property pursuant to Section 3.23.                

        "REO Disposition": The sale or other disposition of an REO Property on
behalf of the Trust Fund.                                                       

        "REO Imputed Interest": As to any REO Property, for any calendar month
during which such REO Property was at any time part of the Trust Fund, 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 10.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant 
to Section 3.23 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 3.23 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 the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as 
described in Section 3.23. hereto.                                              

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

      "Required Surety Payment": With respect to any Additional Collateral
Mortgage Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the    
principal portion of the Realized Loss with respect to such Mortgage Loan and   
(ii) the excess, if any, of (a) the Original Additional Collateral Requirement  
with respect to such Mortgage Loan over (b) the net proceeds realized by the    
Additional Collateral Servicer from the related Additional Collateral as set    
forth in Section 3.16.                                                          

      "Residential Dwelling": Any one of the following: (i) an attached or
detached one-family dwelling unit, (ii) two- to four-family dwelling unit, (iii)
condominium, (iv) townhouse, (v) row house, or (vi) individual unit in a planned
unit development.                                                               

"Residual Certificate": Any of the Class R Certificates.      

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

29

EX-4.1
36th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 36th
   "Responsible Officer": When used with respect to the Trustee, any
officer, including any Vice President, Assistant Vice President, Trust Officer, 
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 in each case having direct responsibility for the       
administration of this Agreement.                                               

      "Restricted Classes": With respect to any Class of Certificates, any
Classes of Certificates with a lower priority of payment relative to such Class.

    "S&P": Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., and its successors.                                                       

 "Securities Account": With respect to any Additional Collateral
Mortgage Loans, the account, together with the financial assets held therein,   
that is the subject of the related Mortgage 100(sm) Pledge Agreement.           

         "Security Agreement": With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related          
Cooperative Assets.                                                             

    "Seller": Either of (i) Cendant Mortgage Corporation, a New Jersey
corporation, or any successor in interest or (ii) Bishop's Gate Residential     
Mortgage Trust, a Delaware business trust, or any successor in interest.        

        "Senior Certificates": The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class P, Class X and Class R Certificates.                           

"Senior Interest Distribution Amount": With respect to each   
Distribution Date, the aggregate amount of the Monthly Interest Distributable   
Amount to be distributed to the Holders of the Senior Certificates for such     
Distribution Date, including the Accrual Distribution Amount.                   

      "Senior Percentage": As of any Distribution Date, the lesser of 100%
and a fraction, expressed as a percentage, the numerator of which is the        
aggregate Certificate Principal Balance of the Class A, Class X and Class R     
Certificates immediately prior to such Distribution Date and the denominator of 
which is the aggregate Stated Principal Balance of all of the Mortgage Loans or 
related REO Properties, other than the Class P Fraction of the Class P Mortgage 
Loans, immediately prior to such Distribution Date.                             

        "Senior Prepayment Percentage": With respect to any Distribution Date,
the percentage indicated below:                                                 

                                                                [Download Table]

DISTRIBUTION DATE                     SENIOR PREPAYMENT PERCENTAGE      
-----------------                     ----------------------------      
                                                                        
March 2002 through February 2007      100%                              

March 2007 through February 2008      Senior Percentage, plus 70% of the
                                      Subordinate Percentage            

                                  30                                    

EX-4.1
37th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 37th
March 2008 through February 2009      Senior Percentage, plus 60% of the
                                      Subordinate Percentage            

March 2009 through February 2010      Senior Percentage, plus 40% of the
                                      Subordinate Percentage            

March 2010 through February 2011      Senior Percentage, plus 20% of the
                                      Subordinate Percentage            

March 2011 and thereafter             Senior Percentage                 

provided, however, (i) that any scheduled reduction to the Senior Prepayment    
Percentage described above shall not occur as of any Distribution Date unless   
either (a)(1)(x) the outstanding principal balance of Mortgage Loans delinquent 
60 days or more (including foreclosure and REO Property) averaged over the last 
six months as a percentage of the aggregate outstanding Certificate Principal   
Balance of the Class B Certificates as of such Distribution Date, is less than  
50%, or (y) the outstanding principal balance of Mortgage Loans delinquent 60   
days or more (including foreclosure and REO Property) averaged over the last six
months, as a percentage of the aggregate outstanding principal balance of all   
Mortgage Loans as of such Distribution Date, does not exceed 2% and (2) Realized
Losses on the Mortgage Loans to date for such Distribution Date if occurring    
during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) 
after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the sum of the Initial Certificate Principal Balances of the Class B            
Certificates or (b) (1) the aggregate outstanding principal balance of the      
Mortgage Loans delinquent 60 days or more (including foreclosure and REO        
Property) averaged over the last six months, as a percentage of the aggregate   
outstanding principal balance of all Mortgage Loans as of such Distribution     
Date, does not exceed 4% and (2) Realized Losses on the Mortgage Loans to date  
for such Distribution Date if occurring during the sixth, seventh, eighth, ninth
or tenth year (or any year thereafter) after the Closing Date are less than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial Certificate       
Principal Balances of the Class B Certificates and (ii) that for any            
Distribution Date on which the Senior Percentage is greater than the Original   
Senior Percentage, the Senior Prepayment Percentage for such Distribution Date  
shall be 100%. Notwithstanding the foregoing, upon the reduction of the         
aggregate Certificate Principal Balance of the Class A Certificates to zero, the
Senior Prepayment Percentage will equal 0%.                                     

      "Senior Principal Distribution Amount": As to any Distribution Date,
the lesser of (a) the balance of the Available Distribution Amount remaining    
after the distribution of all amounts required to be distributed pursuant to    
Section 4.01(c)(i) and (b) the sum of the following:                            

                  (A) the Senior Percentage for such Distribution Date times the
sum of the following:                                         

                           (1) the principal portion of each Monthly Payment due
              during the related Due Period on each Outstanding Mortgage
                  Loan, other than the related Class P Fraction of the principal
                 portion of such Monthly Payments with respect to each Class P
             Mortgage Loan, whether or not received on or prior to the
                  related Determination Date, minus the principal portion of any
          Debt Service Reduction, other than the related Class P
         Fraction of the principal portion of the Debt Service

31

EX-4.1
38th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 38th
             Reductions with respect to a Class P Mortgage Loan, which
                together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;                                     

                      (2) the Stated Principal Balance of any Mortgage
               Loan, other than the related Class P Fraction of the Stated
               Principal Balance of any Class P Mortgage Loan, repurchased
                  during the related Prepayment Period pursuant to Section 2.02,
2.03, 3.15 or 3.16; and                     

                        (3) the principal portion of all other unscheduled
             collections (other than Principal Prepayments in Full and
               Curtailments and amounts received in connection with a Cash
                Liquidation or REO Disposition of a Mortgage Loan, including
               without limitation Insurance Proceeds, Liquidation Proceeds
            and REO Proceeds) received during the related Prepayment
          Period to the extent applied by the Master Servicer as
                 recoveries of principal of the related Mortgage Loan pursuant
               to Section 3.16, other than the related Class P Fraction of
               the principal portion os such unscheduled collections, with
respect to each Class P Mortgage Loan;      

           (B) with respect to each Mortgage Loan for which a Cash
         Liquidation or a REO Disposition occurred during the related Prepayment
       Period and did not result in any Excess Special Hazard Losses, Excess
    Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses, an
  amount equal to the lesser of (a) the Senior Percentage for such
       Distribution Date times the Stated Principal Balance of such Mortgage
       Loan, other than the related Class P Fraction of the Stated Principal
      Balance, with respect to a Class P Mortgage Loan; and (b) the Senior
    Prepayment Percentage for such Distribution Date times the related
 unscheduled collections (including without limitation Insurance
        Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied
  by the Master Servicer as recoveries of principal of the related
     Mortgage Loan pursuant to Section 3.16, in each case other than the
      portion of the collections, with respect to a Class P Mortgage Loan,
  included in clause (iii) of the definition of "Class P Principal
Distribution Amount";                                         

              (C) the Senior Prepayment Percentage for such Distribution
   Date times the aggregate of all Principal Prepayments in Full and
        Curtailments received in the related Prepayment Period with respect to
     the Mortgage Loans, other than the related Class P Fraction of such
      Principal Prepayments in Full and Curtailments, with respect to each
Class P Mortgage Loan;                                        

        (D) any Excess Subordinate Principal Amount for such
Distribution Date; and                                        

                (E) any amounts described in clauses (A), (B) or (C) of this
     definition, as determined for any previous Distribution Date, which
   remain unpaid after application of amounts previously distributed
     pursuant to this clause (E) to the extent that such amounts are not
        attributable to Realized Losses which have been allocated to the Class
B Certificates;                                               

     "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.09.                                                       

32

EX-4.1
39th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 39th
         "Servicer Event of Termination": One or more of the events described in
Section 7.01.                                                                   

         "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, (a) reasonable attorneys' 
fees and (b) 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, including any expenses  
incurred in relation to any such proceedings that result from the Mortgage Loan 
being registered on the MERS System, (iii) the management (including reasonable 
fees in connection therewith) and liquidation of any REO Property, and (iv) the 
performance of its obligations under Section 3.01, Section 3.09, Section 3.13,  
Section 3.14, Section 3.16 and Section 3.23. 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 Officer": Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of Mortgage Loans, whose name 
and specimen signature appear on a list of servicing officers famished 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 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.                                                                 

       "Servicing Fee Rate": With respect to any Mortgage Loan, a rate equal
to 0.25% per annum.                                                             

       "Special Hazard Amount": As of any Distribution Date, an amount equal
to $3,283,176 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance  
with Section 4.02 and (ii) the Adjustment Amount (as defined below) as most     
recently calculated. For each anniversary of the Cut-off Date, the Adjustment   
Amount shall be equal to the amount, if any, by which the amount calculated in  
accordance with the preceding sentence (without giving effect to the deduction  
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the   
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in 
the Trust Fund which has the largest outstanding principal balance on the       
Distribution Date immediately preceding such anniversary, (ii) the product of   
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on  
the Distribution Date immediately preceding such anniversary and (iii) the      
aggregate outstanding principal balance (as of the immediately preceding        
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal      
balance as of such anniversary and (B) the greater of (i) the product of 0.50%  
multiplied by the outstanding principal balance of all Mortgage Loans on the    
Distribution Date immediately preceding such anniversary multiplied by a        
faction, the numerator of which is equal to the aggregate outstanding principal 
balance (as of the immediately preceding Distribution Date) of all of the       
Mortgage Loans secured                                                          

33

EX-4.1
40th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 40th
by Mortgaged Properties located in the State of California divided by the       
aggregate outstanding principal balance (as of the immediately preceding        
Distribution Date) of all of the Mortgage Loans, expressed as a percentage, and 
the denominator of which is equal to 27.46% (which percentage is equal to the   
percentage of Mortgage Loans initially secured by Mortgaged Properties located  
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property located in the State of California.             

         The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that  
prior to any such reduction, the Master Servicer shall (i) obtain written       
confirmation from each Rating Agency that such reduction shall not reduce the   
rating assigned to any Class of Certificates by such Rating Agency below the    
lower of the then-current rating or the rating assigned to such Certificates as 
of the Closing Date by such Rating Agency and (ii) provide a copy of such       
written confirmation to the Trustee.                                            

       "Special Hazard Losses": Realized Losses in respect of Special Hazard
Mortgage Loans.                                                                 

        "Special Hazard Mortgage Loan": A Liquidated Mortgage Loan as to which
the ability to recover the full amount due thereunder was substantially unpaired
by a hazard not insured against under a standard hazard insurance policy.       

"Startup Day": As defined in Section 9.01 (b) hereof.         

       "Stated Principal Balance": With respect to any Mortgage Loan and Due
Date, the unpaid principal balance of such Mortgage Loan as of such Due Date, as
specified in the amortization schedule at the time relating thereto (before any 
adjustment to such amortization schedule by reason of any moratorium or similar 
waiver or grace period), after giving effect to any previous partial prepayments
and Liquidation Proceeds received and to the payment of principal due on such   
Due Date and irrespective of any delinquency in payment by the related          
Mortgagor.                                                                      

       "Stayed Funds": If the Master Servicer is the subject of a proceeding
under the federal Bankruptcy Code and the mailing of a remittance by the Master 
Servicer pursuant to this Agreement is prohibited by Section 362 of the federal 
Bankruptcy Code, funds which 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 Percentage": With respect to any Distribution Date, the
percentage indicated below:                                                     

                                                                [Download Table]

DISTRIBUTION DATE                     STEPDOWN PERCENTAGE
-----------------                     -------------------
                                                         
March 2002 through February 2007      0%                 

March 2007 through February 2008      30%                

March 2008 through February 2009      40%                

                                  34                     

EX-4.1
41st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 41st
March 2009 through February 2010      60%                

March 2010 through February 2011      80%                

March 2011 and thereafter             100%               

    "Stripped Interest Rate": For each Premium Rate Mortgage Loan, the
excess, if any, of the Net Mortgage Rate over 6.25% per annum.                  

        "Subordinate Certificates": The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.                                      

     "Subordinate Percentage": For any Distribution Date, the difference
between 100% and the Senior Percentage for such date.                           

       "Subordinate Prepayment Percentage": With respect to any Distribution
Date and each Class of Subordinate Certificates, under the applicable           
circumstances set forth below, the respective percentages set forth below:      

                (i) For any Distribution Date prior to the Distribution Date
in March 2007, 0%.                                            

                (ii) For any Distribution Date for which clause (i) does not
apply, and on which any Class of Subordinate Certificates are 
outstanding:                                                  

                 (a) in the case of the Class of Subordinate
               Certificates then outstanding with the Highest Priority and
              each other Class of Subordinate Certificates for which the
                 related Prepayment Distribution Trigger has been satisfied, a
                  fraction, expressed as a percentage, the numerator of which is
               the Certificate Principal Balance of such Class immediately
                 prior to such date and the denominator of which is the sum of
                the Certificate Principal Balances immediately prior to such
          date of (1) the Class of Subordinate Certificates then
           outstanding with the Highest Priority and (2) all other
                Classes of Subordinate Certificates for which the respective
             Prepayment Distribution Triggers have been satisfied; and

                        (b) in the case of each other Class of Subordinate
               Certificates for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and            

                  (iii) Notwithstanding the foregoing, if the application of the
       foregoing percentages on any Distribution Date as provided in Section
        4.01(c) of this Agreement (determined without regard to the proviso to
      the definition of "Subordinate Principal Distribution Amount") would
  result in a distribution in respect of principal of any Class or
   Classes of Subordinate Certificates in an amount greater than the
    remaining Certificate Principal Balance thereof (any such class, a
       "Maturing Class"), then: (a) the Subordinate Prepayment Percentage of
       each Maturing Class shall be reduced to a level that, when applied as
         described above, would exactly reduce the Certificate Principal Balance
     of such Class to zero; (b) the Subordinate Prepayment Percentage of
each other Class of Subordinate Certificates (any such        

35

EX-4.1
42nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 42nd
         Class, a "Non-Maturing Class") shall be recalculated in accordance with
         the provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such 
     percentage as recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Subordinate Prepayment  
        Percentages of the Maturing Class or Classes pursuant to clause (a) of
         this sentence, expressed as an aggregate percentage, shall be allocated
  among the Non-Maturing Classes in proportion to their respective
      Recalculated Percentages (the portion of such aggregate reduction so
        allocated to any Non-Maturing Class, the "Adjustment Percentage"); and
        (d) for purposes of such Distribution Date, the Subordinate Prepayment
        Percentage of each Non-Maturing Class shall be equal to the sum of (1)
         the Subordinate Prepayment Percentage thereof, calculated in accordance
   with the provisions in paragraph (ii) above as if the Certificate
        Principal Balance of each Maturing Class had not been reduced to zero,
plus (2) the related Adjustment Percentage.                   

  "Subordinate Principal Distribution Amount": With respect to any
Distribution Date and each Class of Class B Certificates, the sum of the        
following:                                                                      

                  (i) the product of (x) the related Class B Percentage for such
Class and (y) the aggregate of the following amounts:         

                           (1) the principal portion of each Monthly Payment due
              during the related Due Period on each Outstanding Mortgage
                  Loan, other than the related Class P Fraction of the principal
                 portion of such Monthly Payments with respect to each Class P
             Mortgage Loan, whether or not received on or prior to the
                  related Determination Date, minus the principal portion of any
          Debt Service Reduction, other than the related Class P
         Fraction of the principal portion of the Debt Service
             Reductions with respect to a Class P Mortgage Loan, which
                together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;                                     

                      (2) the Stated Principal Balance of any Mortgage
               Loan, other than the related Class P Fraction of the Stated
               Principal Balance of any Class P Mortgage Loan, repurchased
                  during the related Prepayment Period pursuant to Section 2.02,
2.03, 3.15 or 3.16; and                     

                        (3) the principal portion of all other unscheduled
             collections (other than Principal Prepayments in Full and
               Curtailments and amounts received in connection with a Cash
                Liquidation or REO Disposition of a Mortgage Loan, including
               without limitation Insurance Proceeds, Liquidation Proceeds
            and REO Proceeds) received during the related Prepayment
          Period to the extent applied by the Master Servicer as
                 recoveries of principal of the related Mortgage Loan pursuant
               to Section 3.16, other than the related Class P Fraction of
               the principal portion os such unscheduled collections, with
respect to each Class P Mortgage Loan;      

              (ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Class B Certificates then  
     outstanding, of, with respect to each Mortgage Loan, other than the
        related Class P Fraction of the Stated Principal Balance, with respect
   to a Class P Mortgage Loan, for which a Cash Liquidation or a REO
Disposition occurred during the                               

36

EX-4.1
43rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 43rd
    related Prepayment Period and did not result in any Excess Special
 Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
  Extraordinary Losses, an amount equal to the related unscheduled
collections (including without limitation Insurance Proceeds, 
     Liquidation Proceeds and REO Proceeds) to the extent applied by the
         Master Servicer as recoveries of principal of the related Mortgage Loan
  pursuant to Section 3.16, to the extent such collections are not
otherwise distributed to the Senior Certificates;             

               (iii) the product of (x) the related Subordinate Prepayment
    Percentage for such Distribution Date and (y) the aggregate of all
      Principal Prepayments in Full and Curtailments on the Mortgage Loans
       other than the related Class P Fraction of such Principal Prepayments
       in Full and Curtailments, with respect to each Class P Mortgage Loan,
         received in the related Prepayment Period, to the extent not payable to
the Senior Certificates; and                                  

                (iv) if such Class is the Class of Class B Certificates then
      outstanding with the Highest Priority, an amount equal to the Excess
Subordinate Principal Amount; and                             

               (v) any amounts described in clauses (i), (ii) and (iii) as
determined for any previous Distribution Date, that remain    
       undistributed to the extent that such amounts are not attributable to
     Realized Losses which have been allocated to a Class of Subordinate
Certificates;                                                 

provided, however, that such amount shall in no event exceed the outstanding    
Certificate Principal Balance of such Class of Certificates immediately prior to
such date.                                                                      

       "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 3.02.                                          

         "Sub-Servicing Account': An account established by a Sub-Servicer which
meets the requirements set forth in Section 3.08 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 3.02.                                     

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

    "Tax Matters Person": The tax matters person appointed pursuant to
Section 9.01(c) hereof.                                                         

  "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 the REMIC Taxable Income or Net Loss Allocation, or any successor    
forms, to be filed on behalf of the Trust in its capacity as a REMIC under the  
REMIC Provisions, together with any and all other information reports or returns
that may be required to be famished 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.                      

37

EX-4.1
44th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 44th
"Termination Price": As defined in Section 10.01 (a) hereof.  

     "Transition Cost: Any documented fees, expenses and allocated costs
reasonably incurred by a successor master servicer or the Trustee in connection 
with a transfer of servicing from the Master Servicer to a successor master     
servicer, including without limitation, any costs or expenses associated with   
the complete transfer of all master servicing data and the completion,          
correction or manipulation of such master servicing data as may be required by  
the Trustee to correct any errors or insufficiencies in the master servicing    
data or otherwise to enable the Trustee to master service the Mortgage Loans    
properly and effectively.                                                       

        "Trustee 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 Trustee Fee Rate on the same        
principal amount on which interest on such Mortgage Loan accrues for such       
calendar month.                                                                 

        "Trustee Fee Rate": With respect to any Mortgage Loan, a rate equal to
0.0075% per annum.                                                              

      "Trust Fund": The segregated pool of assets, with respect to which a
REMIC election is to be made, consisting of: (i) each Mortgage Loan (exclusive  
of payments of principal and interest due on or before the Cut-off Date, if any,
received by the Master Servicer which shall not constitute an asset of the Trust
Fund) as from time to time are subject to this Agreement and all payments under 
and proceeds of such Mortgage Loans (exclusive of any prepayment fees and late  
payment charges received on the Mortgage Loans), together with all documents    
included in the related Mortgage File, subject to Section 2.01; (ii) such funds 
or assets as from time to time are deposited in the Collection Account or the   
Distribution Account and belonging to the Trust Fund; (iii) any REO Property;   
(iv) the Primary Hazard Insurance Policies, if any, the Primary Insurance       
Policies, if any, and all other Insurance Policies with respect to the Mortgage 
Loans; (v) the Depositor's rights in respect of the Additional Collateral and   
the Limited Purpose Surety Bond, including the assignment of the Depositor's    
rights under the Additional Collateral Servicing Agreement; and (vi) the        
Depositor's interest in respect of the representations and warranties made by   
the Sellers in the Mortgage Loan Purchase Agreement as assigned to the Trustee  
pursuant to Section 2.04 hereof. The Trust Fund shall not include the Buydown   
Account.                                                                        

         "Underwriting Guide": The underwriting guide of the Master Servicer, as
revised from time to time.                                                      

         "Uninsured Cause" Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.                                                  

       "United States Person" or "U.S. Person": A citizen or resident of the
United States, a corporation or partnership (including an entity treated as a   
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States or any state thereof or the District
of Columbia (except, in the case of a partnership, to the extent provided in    
regulations), provided that, for purposes solely of the Class R Certificates, no
partnership or other entity treated as a partnership for United States federal  
income tax purposes shall be treated as a                                       

38

EX-4.1
45th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 45th
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 United States Persons, or an estate whose
income is subject to United States federal income tax regardless of its source, 
or a trust if a court within the United States is able to exercise primary      
supervision over the administration of the trust and one or more such United    
States Persons have the authority to control all substantial decisions of the   
trust. To the extent prescribed in regulations by the Secretary of the Treasury,
which have not yet been issued, a trust which was in existence on August 20,    
1996 (other than a trust treated as owned by the grantor under subpart E of part
I of subchapter J of chapter 1 of the Code), and which was treated as a United  
States person on August 20, 1996 may elect to continue to be treated as a United
States person notwithstanding the previous sentence.                            

       "Value": With respect to any Mortgaged Property, the value thereof as
determined by an independent appraisal (or other collateral assessment,         
permitted by the Underwriting Guide) made at the time of the origination of the 
related Mortgage Loan; except that, with respect to any Mortgage Loan that is a 
purchase money mortgage loan, the lesser of (i) the value thereof as determined 
by an independent appraisal (or other collateral assessment, permitted by the   
Underwriting Guide) made at the time of the origination of such Mortgage Loan,  
if any, and (ii) the sales price of the related Mortgaged Property.             

 "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Rights allocated 
among Holders of such Certificates outstanding shall be the fraction, expressed 
as a percentage, the numerator of which is the aggregate Certificate Principal  
Balance of all the Certificates of such Class then outstanding and the          
denominator of which is the aggregate Certificate Principal Balance of all the  
Certificates then outstanding (except with respect to the Class X Certificates).
98% of all Voting Rights will be allocated among all holders of the Certificates
(other than the Class X and Class R Certificates) in proportion to their then   
outstanding Certificate Principal Balances, 1.00% of all Voting Rights will be  
allocated among the holders of the Class X Certificates and 1.00% of all Voting 
Rights will be allocated among the holders of the R Certificates, in proportion 
to the Percentage Interests evidenced by their respective Certificates;         
provided, however, that any Certificate registered in the name of the Master    
Servicer, the Depositor or the Trustee or any of their respective affiliates    
shall not be included in the calculation of Voting Rights.                      

         "Written Order to Authenticate": A written order by which the Depositor
directs the Trustee to issue the Certificates.                                  

Section 1.02      ACCOUNTING.                                 

         Unless otherwise specified herein, for the purpose of any definition or
calculation, whenever amounts are required to be netted, subtracted or added or 
any distributions are taken into account such definition or calculation and any 
related definitions or calculations shall be determined without duplication of  
such functions.                                                                 

39

EX-4.1
46th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 46th
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 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 (except Section 9 thereof), the interest in the Limited      
Purpose Surety Bond transferred to the Trustee pursuant to Section 2.03(e) and  
all other assets included or to be included in the Trust Fund. Such assignment  
includes all interest and principal received by the Depositor or the Master     
Servicer on or with respect to the Mortgage Loans (but excluding any payments of
principal and interest due on or prior to the Cut-off Date). The Depositor      
herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase 
Agreement.                                                                      

     In connection with the transactions contemplated by this Agreement,
Cendant Mortgage Corporation and the Trustee shall enter into an Assignment,    
Assumption and Recognition Agreement with MLCC, in the form of Exhibit K hereto,
pursuant to which Cendant Mortgage Corporation shall assign to the Trustee, for 
the benefit of the Certificateholders, all of its right, title and interest in  
and to the Additional Collateral Servicing Agreement with respect to the        
Additional Collateral Mortgage Loans, and the Trustee shall assume all of       
Cendant Mortgage Corporation's obligations under the Additional Collateral      
Servicing Agreement with respect to the Additional Collateral Mortgage Loans    
from and after the date hereof.                                                 

      In connection with the transfer and assignment described herein, the
Master Servicer on behalf of the Depositor, shall deliver to, and deposit with, 
the Trustee, the following documents or instruments:                            

        (A) with respect to each Mortgage Loan, other than a Cooperative Loan:

             (i) the original Mortgage Note, endorsed in the following
form: "Pay to the order of Citibank, N.A., as Trustee for the 
     registered holders of the CDMC Mortgage Pass- Through Certificates,
  Series 2002-1, without recourse," with all prior and intervening
endorsements showing a complete chain of endorsement from the 
originator to the Person so endorsing to the Trustee;         

                 (ii) the original Mortgage, noting the presence of the MIN of
       the Mortgage Loan and language indicating that the Mortgage Loan is a
         MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording
         thereon which have been recorded, with evidence of recording thereon or
    a copy of the Mortgage certified by the public recording office in
which such Mortgage has been recorded;                        

40

EX-4.1
47th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 47th
       (iii) Unless the Mortgage Loan is registered on the
       MERS(R)System, an original Assignment of the Mortgage executed in the
        following form: "Citibank, N.A., as Trustee for the registered holders
of the CDMC Mortgage Pass-Through Certificates, Series 2002-1;

               (iv) the original recorded Assignment or Assignments of the
        Mortgage showing a complete chain of assignment from the originator to
      the Person assigning the Mortgage to the Trustee (or to MERS, if the
  Mortgage Loan is registered on the MERS(R) System and noting the
        presence of a MIN) as contemplated by the immediately preceding clause
        (iii), if applicable and only to the extent available to the Depositor
with evidence of recording thereon;                           

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

       (vi) a copy of any guarantee (other than Additional
Collateral) executed in connection with the Mortgage Note;    

                  (vii) the original of any security agreement, chattel mortgage
  or equivalent document executed in connection with the Mortgage;

             (viii) the original power of attorney, if applicable; and

             (ix) if such Mortgage Loan is a Buydown Mortgage Loan (as
         shown in the Mortgage Loan Schedule), the original Buydown Agreement or
a copy thereof; and                                           

(B) in addition, with respect to each Mortgage Loan that is an
Additional Collateral Mortgage Loan (as indicated on the Mortgage Loan          
Schedule):                                                                      

                  (i) a copy of the related Mortgage 100(sm) Pledge Agreement or
Parent Power Agreement, as applicable; and                    

                 (ii) a copy of the related UCC-1, to the extent that MLCC was
        required to deliver such UCC-1 to the Master Servicer, and an original
    form UCC-3, if applicable, to the extent that MLCC was required to
deliver such UCC-3 to the Master Servicer; or                 

       (C) with respect to each Mortgage Loan that is a Cooperative Loan (as
indicated on the Mortgage Loan Schedule):                                       

             (i) the original Mortgage Note, endorsed in the following
form: "Pay to the order of Citibank, N.A., as Trustee for the 
     registered holders of the CDMC Mortgage Pass- Through Certificates,
  Series 2002-1, without recourse," with all prior and intervening
endorsements showing a complete chain of endorsement from the 
originator to the Person so endorsing to the Trustee;         

          (ii) the original duly executed assignment of Security
Agreement to the Trustee;                                     

41

EX-4.1
48th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 48th
               (iii) the acknowledgment copy of the original executed Form
UCC-1 (or certified copy thereof) with respect to the Security
Agreement, and any required continuation statements;          

              (iv) the acknowledgment copy of the original executed Form
         UCC-3 with respect to the security agreement, indicating the Trustee as
the assignee of the secured party;                            

                 (v) the stock certificate representing the Cooperative Assets
allocated to the cooperative unit, with a stock power in blank
attached;                                                     

              (vi) the original collateral assignment of the proprietary
lease by Mortgagor to the originator;                         

(vii) a copy of the recognition agreement;  

                  (viii) if applicable and to the extent available, the original
     intervening assignments, including warehousing assignments, if any,
    showing, to the extent available, an unbroken chain of the related
        Mortgage Loan to the Trustee, together with a copy of the related Form
UCC-3 with evidence of filing thereon; and                    

          (ix) the originals of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loan;

provided, however, that in lieu of the foregoing, the Depositor may deliver the 
following documents, under the circumstances set forth below: (x) the Depositor 
may deliver a Mortgage Note pursuant to (A)(i) and (C)(i) endorsed in blank,    
provided that the endorsement is completed within 60 days of the Closing Date;  
(y) in lieu of the original Mortgage, assignments to the Trustee or intervening 
assignments thereof which have been delivered, are being delivered or will, upon
receipt of recording information relating to the Mortgage required to be        
included thereon, be delivered to recording offices for recording and have not  
been returned to the Depositor within 270 days of the Closing Date, the         
Depositor may deliver a true copy thereof with an Officer's Certificate         
certifying that such Mortgage, assignment to the Trustee or intervening         
assignment has been delivered to the appropriate recording office for recording;
and (z) in lieu of the Mortgage, assignment to the Trustee or intervening       
assignments thereof, if the applicable jurisdiction retains the originals of    
such documents (as evidenced by a certification from the Depositor or the Master
Servicer, to such effect) the Depositor may deliver photocopies of such         
documents containing an original certification by the judicial or other         
governmental authority of the jurisdiction where such documents were recorded;  
and provided, further, however, that in the case of Mortgage Loans which have   
been prepaid in full after the Cut-off Date and prior to the Closing Date, the  
Depositor, in lieu of delivering the above documents, may deliver to the Trustee
a certification to such effect and shall deposit all amounts paid in respect of 
such Mortgage Loans in the Distribution Account on the Closing Date. The        
Depositor shall deliver such original documents (including any original         
documents as to which certified copies had previously been delivered) to the    
Trustee promptly after they are received.                                       

        The Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(A), (B) and (C) (other than Section 2.01(A)(i) and    
Section 2.01(C)(i)) (or copies thereof as                                       

42

EX-4.1
49th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 49th
permitted by Section 2.01) to the Trustee, deliver such documents to the Master 
Servicer, and the Master Servicer shall hold such documents in trust for the use
and benefit of all present and future Certificateholders until such time as is  
set forth in the next sentence. Within 60 days following the earlier of (i) the 
receipt of the original of all of the documents or instruments set forth in     
Section 2.01(A), (B) and (C) (other than Section 2.01(A)(i) and Section         
2.01(C)(i)) (or copies thereof as permitted by such Section) for any Mortgage   
Loan and (ii) a written request by the Trustee to deliver those documents with  
respect to any or all of the Mortgage Loans then being held by the Master       
Servicer, the Master Servicer shall deliver a complete set of such documents to 
the Trustee.                                                                    

  The Depositor shall cause, at its expense, the assignment of the
Mortgage to the Trustee to be recorded not later than 180 days after the Closing
Date, unless (a) such recordation is not required by the Rating Agencies or an  
Opinion of Counsel has been provided as set forth below in this Section 2.01 or 
(b) MERS is identified on the Mortgage or on a properly recorded assignment of  
the Mortgage as the mortgagee of record. With respect to the Cooperative Loans, 
the Depositor will, promptly after the Closing Date, cause the related financing
statements (if not yet filed) and an assignment thereof from the Depositor to   
the Trustee to be filed in the appropriate offices. The Depositor need not cause
to be recorded any assignment in any jurisdiction under the laws of which, as   
evidenced by an Opinion of Counsel delivered by the Depositor to the Trustee and
the Rating Agencies, the recordation of such assignment is not necessary to     
protect the Trustee's interest in the related Mortgage Loan; provided, however, 
notwithstanding the delivery of any Opinion of Counsel, each assignment shall be
submitted for recording by the Depositor 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 the Holders of Certificates evidencing Fractional       
Undivided Interests aggregating not less than 25% of the Trust Fund, (ii) the   
occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a 
bankruptcy, insolvency or foreclosure relating to the Depositor, (iv) the       
occurrence of a servicing transfer as described in Section 7.02 hereof and (v)  
with respect to any one assignment, the occurrence of a bankruptcy, insolvency  
or foreclosure relating to the Mortgagor under the related Mortgage.            
Notwithstanding the foregoing, if the Depositor fails to pay the cost of        
recording the assignments, such expense will be paid by the Trustee and the     
Trustee shall be reimbursed for such expenses by the Trust Fund in accordance   
with Section 8.05.                                                              

      In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Depositor further agrees that it will cause, at the     
Depositor's own expense, within 30 Business Days after the Closing Date, the    
MERS(R) System to indicate that such Mortgage Loans have been assigned by the   
Depositor to the Trustee in accordance with this Agreement for the benefit of   
the Certificateholders by including (or deleting, in the case of Mortgage Loans 
which are repurchased in accordance with this Agreement) in such computer files 
(a) the code in the field which identifies the specific Trustee and (b) the code
in the field "Pool Field" which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Depositor further agrees that it    
will not, and will not permit the Master Servicer to, and the Master Servicer   
agrees that it will not, alter the codes referenced in this paragraph with      
respect to any Mortgage Loan during the term of this Agreement unless and until 
such Mortgage Loan is repurchased in accordance with the terms of this          
Agreement.                                                                      

    If any original Mortgage Note referred to in Section 2.01(A)(i) or
2.01(B)(i) above cannot be located, the obligations of the Depositor to deliver 
such documents shall be deemed to be satisfied                                  

43

EX-4.1
50th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 50th
upon delivery to the Trustee of a photocopy of such Mortgage Note, if available,
with a Lost Note Affidavit. If any of the original Mortgage Notes for which a   
Lost Note Affidavit was delivered to the Trustee is subsequently located, such  
original Mortgage Note shall be delivered to the Trustee within three Business  
Days.                                                                           

Section 2.02      ACCEPTANCE OF TRUST FUND 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 of the documents referred to in Section 2.01 (other than   
such documents described in Section 2.01(A)(iii) and (xii)) above and declares  
that it holds and will hold such documents and the other documents delivered to 
it constituting the Mortgage File, and that it holds or will hold all such      
assets and such other assets included in the definition of the "Trust Fund" and 
the rights of the Sellers with respect to any Additional Collateral and the     
Limited Purpose Surety Bond assigned to the Trustee pursuant to Section 2.03(e) 
in trust for the exclusive use and benefit of all present and future            
Certificateholders.                                                             

   The Trustee agrees, for the benefit of the Certificateholders, to
review each Mortgage File on or before the Closing Date and to certify on the   
Closing Date in substantially the form attached hereto as Exhibit I-1 that, as  
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any      
Mortgage Loan paid in full or any Mortgage Loan specifically identified in the  
exception report annexed thereto as not being covered by such certification),   
(i) all documents constituting part of such Mortgage File (other than such      
documents described in Section 2.01(A)(iii) and (xii)) required to be delivered 
to it pursuant to this Agreement are in its possession, provided that with      
respect to the documents described in Section 2.01(A)(v), (vi), (ix), (x) and   
(xi) and 2.01(B)(ix), (x) and (xi) to the extent the Trustee has actual         
knowledge that such documents exist, (ii) such documents have been reviewed by  
it and are not torn, mutilated, defaced or otherwise altered (except if         
initialed by the obligor) and relate to such Mortgage Loan, (iii) based on its  
examination and only as to the foregoing, the information set forth in the      
Mortgage Loan Schedule that corresponds to items (i) through (iii) (except the  
ZIP Code), (ix) and (xv) of the definition of "Mortgage Loan Schedule"          
accurately reflects information set forth in the Mortgage File. Notwithstanding 
anything to the contrary in this Agreement, it is herein acknowledged that, in  
conducting such review, the Trustee is under no duty or obligation to inspect,  
review or examine any such documents, 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 to determine whether any   
Person executing any documents is authorized to do so or whether any signature  
is genuine.                                                                     

   The Trustee agrees, for the benefit of the Certificateholders, to
review each Mortgage File within 60 days following the Closing Date and to      
certify in substantially the form attached hereto as Exhibit I-2 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(A)(v)) required to be delivered to it pursuant to this
Agreement are in its possession, provided that with respect to the documents    
described in Section 2.01(A)(v), (vi), (ix), (x) and (xi) and 2.01(B)(ix), (x)  
and (xi) to the                                                                 

44

EX-4.1
51st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 51st
extent the Trustee has actual knowledge that such documents exist, (ii) such    
documents have been reviewed by it and are not tom, mutilated, defaced or       
otherwise altered (except if initialed by the obligor) and appear regular on    
their face and relate to such Mortgage Loan, (iii) based on its examination and 
only as to the foregoing, the information set forth in the Mortgage Loan        
Schedule that corresponds to items (i) through (iii)(except the ZIP code), (ix) 
and (xv) of the definition of "Mortgage Loan Schedule" accurately reflects      
information set forth in the Mortgage File. It is herein acknowledged that, in  
conducting such review, the Trustee is under no duty or obligation (i) to       
inspect, review or examine any such documents, instruments, certificates or     
other papers to determine whether they are genuine, enforceable, 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 to determine      
whether any Person executing any documents is authorized to do so or whether any
signature is genuine.                                                           

         Prior to the first anniversary date of this Agreement the Trustee shall
deliver to the Depositor and the Master Servicer a final certification in the   
form annexed hereto as Exhibit I-2 evidencing the completeness of the Mortgage  
Files, with any applicable exceptions noted thereon, except with respect to the 
documents described in Section 2.01(A)(v), (vi) and (ix) and 2.01(C)(ix), to the
extent the Trustee has actual knowledge that such documents exist.              

 If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
finds any document or documents constituting a part of a Mortgage File to be    
missing or defective in any material respect, at the conclusion of its review   
the Trustee shall so notify the Depositor and the Master Servicer. In addition, 
upon the discovery by the Depositor, the Master Servicer or the Trustee of a    
breach of any of the representations and warranties made by the Sellers 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 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
                   SELLERS- ASSIGNMENT OF INTEREST IN ADDITIONAL
COLLATERAL.               

     (a) Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File or of the      
breach by a 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, by the Trustee, the Master Servicer or the   
Depositor shall promptly notify such Seller and the Trustee, the Master Servicer
and the Depositor of such defect, missing document or breach and request that   
such Seller deliver such missing document or cure such defect or breach within  
90 days from the date such Seller was notified of such missing document, defect 
or breach, and if such 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 3.02(b),                               

45

EX-4.1
52nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 52nd
the Trustee) shall enforce the obligations of such Seller under the Mortgage    
Loan Purchase Agreement to repurchase such Mortgage Loan from the Trust Fund at 
the Purchase Price within 90 days after the date on which such Seller was       
notified (subject to Section 2.03(d)) of such missing document, defect or       
breach, if and to the extent that such Seller is obligated to do so under the   
Mortgage Loan Purchase Agreement. If such defect or breach can ultimately be    
cured but is not reasonably expected to be cured within the 90-day period, then 
the applicable Seller shall have such additional time, if any, as is reasonable,
to cure such defect or breach, provided that the applicable Seller has commenced
curing or correcting such defect or breach and is diligently pursuing same. The 
Purchase Price for the repurchased Mortgage Loan shall be deposited in the      
Collection Account, within three Business Days of expiration of the applicable  
time period referred to above, and the Trustee, upon receipt of written         
certification from the Master Servicer of such deposit, shall release to the    
applicable Seller the related Mortgage File and shall execute and deliver such  
instruments of transfer or assignment, in each case without recourse, as such   
Seller shall furnish to it and as shall be necessary to vest in such Seller any 
Mortgage Loan released pursuant hereto, and the Trustee shall have no further   
responsibility with regard to such Mortgage File. In lieu of repurchasing any   
such Mortgage Loan as provided above, if so provided in the related Mortgage    
Loan Purchase Agreement, a Seller may cause such Mortgage Loan to be removed    
from the Trust Fund (in which case it shall become a Defective Mortgage Loan)   
and substitute one or more Eligible Substitute Mortgage Loans in the manner and 
subject to the limitations set forth in Section 2.03(d). In furtherance of the  
foregoing, if the Seller that repurchases the Mortgage Loan is not a member of  
MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, 
at its own expense and without any right of reimbursement, shall cause MERS to  
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to such Seller and shall cause such Mortgage to be       
removed from registration on the MERS(R) System in accordance with MERS' rules  
and regulations. It is understood and agreed that the obligation of a Seller to 
cure or to repurchase (or to substitute for) any Mortgage Loan as to which a    
document is missing, a material defect in a constituent document exists or as to
which such a breach has occurred and is continuing shall constitute the sole    
remedy respecting such omission, defect or breach available to the Depositor,   
the Master Servicer or the Trustee on behalf of the Certificateholders.         

       (b) Within 90 days of 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 2.04 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.                                                                       

(c) Any substitution of Eligible Substitute Mortgage Loans for
Defective Mortgage Loans made pursuant to Section 2.03(a), in the case of a     
Seller, must be effected prior to the date which is two years after the Closing 
Date.                                                                           

    As to any Defective Mortgage Loan for which a Seller substitutes a
Eligible Substitute Mortgage Loan or Loans, such substitution shall be effected 
by such Seller delivering to the Trustee, for such Eligible 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 Eligible Substitute Mortgage Loan satisfies the        
definition thereof and                                                          

46

EX-4.1
53rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 53rd
specifying the Substitution Shortfall Amount (as described below), if any, in   
connection with such substitution. The Trustee shall acknowledge receipt of the 
original Mortgage Note for such Eligible Substitute Mortgage Loan or Loans and, 
within ten Business Days thereafter, review such documents in the manner        
specified in Section 2.02 and deliver to the Depositor and the Master Servicer, 
with respect to such Eligible Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit 1-1, with any applicable   
exceptions noted thereon. Within one year of the date of substitution, the      
Trustee shall deliver to the Depositor and the Master Servicer a certification  
substantially in the form of Exhibit 1-2 hereto with respect to such Eligible   
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the  
month of substitution are not part of the Trust Fund and will be retained by the
related Seller. For the month of substitution, distributions to                 
Certificateholders will reflect the Monthly Payment due on such Defective       
Mortgage Loan on or before the Due Date in the month of substitution, and the   
related Seller shall thereafter be entitled to retain all amounts subsequently  
received in respect of such Defective Mortgage Loan. The Depositor shall give or
cause to be given written notice to the Certificateholders that such            
substitution has taken place, shall amend the Mortgage Loan Schedule to reflect 
the removal of such Defective Mortgage Loan from the terms of this Agreement and
the substitution of the Eligible Substitute Mortgage Loan or Loans and shall    
deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such 
substitution, such Eligible Substitute Mortgage Loan or Loans shall constitute  
part of the Mortgage Pool and shall be subject in all respects to the terms of  
this Agreement and, in the case of a substitution effected by a Seller, the     
Mortgage Loan Purchase Agreement, including, in the case of a substitution      
effected by a Seller, all applicable representations and warranties thereof     
included in the Mortgage Loan Purchase Agreement in each case as of the date of 
substitution.                                                                   

  For any month in which a Seller substitutes one or more Eligible
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Master  
Servicer will determine the amount (if any) by which the aggregate principal    
balance of all such Eligible Substitute Mortgage Loans as of the date of        
substitution is less than the aggregate Stated Principal Balance of all such    
Defective Mortgage Loans (in each case after application of the principal       
portion of the Monthly Payments due in the month of substitution that are to be 
distributed to the Certificateholders in the month of substitution). The Master 
shall deposit the amount of such shortfall into the Collection Account on the   
day of substitution, without any reimbursement therefor.                        

  For any month in which a Seller substitutes one or more Eligible
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Master  
Servicer will determine the amount (the "Substitution Adjustment Amount"), if   
any, by which the aggregate Purchase Price of all such Defective Mortgage Loans 
exceeds the aggregate of, as to each such Eligible Substitute Mortgage Loan, the
Stated Principal Balance thereof as of the date of substitution, together with  
one month's interest on such Stated Principal Balance at the applicable Net     
Mortgage Rate. On the date of such substitution, the applicable Seller will     
deliver or cause to be delivered to the Master Servicer for deposit in the      
Collection Account an amount equal to the Substitution Adjustment Amount, if    
any, and the Trustee, upon receipt of the related Eligible Substitute Mortgage  
Loan or Loans and certification by the Master Servicer of such deposit, shall   
release to the applicable Seller the related Mortgage File or Files and shall   
execute and deliver such instruments of transfer or assignment, in              

47

EX-4.1
54th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 54th
each case without recourse, as such Seller shall deliver to it and as shall be  
necessary to vest therein any Defective Mortgage Loan released pursuant hereto. 

        In addition, the applicable Seller shall obtain at its own expense and
deliver to the Trustee an Opinion of Counsel to the effect that such            
substitution will not cause (a) any federal tax to be imposed on the Trust Fund,
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 REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding.          

       (d) Upon discovery by the Depositor, a 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 related Seller shall         
repurchase or, subject to the limitations set forth in Section 2.03(c),         
substitute one or more Eligible Substitute Mortgage Loans for the affected      
Mortgage Loan within 60 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 related Seller, as the case may be, if the    
affected Mortgage Loan's status as a non-qualified mortgage is or results from a
breach of any representation, warranty or covenant made by the related Seller   
under the Mortgage Loan Purchase Agreement. Any such repurchase or substitution 
shall be made in the same manner as set forth in Sections 2.03(a), if made by   
the related Seller. The Trustee shall reconvey to the related Seller 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.                                                     

       (e) The Depositor hereby assigns to the Trustee its security interest
in and to any Additional Collateral, its right to receive amounts due or to     
become due in respect of any Additional Collateral, all of its rights in each   
Additional Collateral Agreement, and its rights as beneficiary under the Limited
Purpose Surety Bond in respect of any Additional Collateral Mortgage Loans. With
respect to any Additional Collateral Mortgage Loan, the Additional Collateral   
Servicer shall cause to be filed in the appropriate recording office a Form     
UCC-3 giving notice of the assignment of the related security interest to the   
Trust Fund and shall thereafter cause the timely filing of all necessary        
continuation statements with regard to such financing statements.               

   Section 2.04      REPRESENTATIONS WARRANTIES AND COVENANTS OF THE
MASTER SERVICER.          

      The Master Servicer hereby represents, warrants and covenants to the
Trustee, for the benefit of each of the Trustee and 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
         New Jersey 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                                                       

48

EX-4.1
55th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 55th
    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,
properties or assets of the Master Servicer taken as a whole; 

               (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 of the National Housing Act;

                 (v) 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             

49

EX-4.1
56th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 56th
     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; and                       

         (vii) The Master Servicer is a member of MERS in good
       standing, and will comply in all material respects with the rules and
     procedures of MERS in connection with the servicing of the Mortgage
Loans that are registered with MERS.                          

      It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.04 shall survive delivery of the Mortgage 
Files to the Trustee and shall inure to the benefit of the Trustee, the         
Depositor and the Certificateholders. Upon discovery by any of the Depositor,   
the 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 or the interests therein of the                  
Certificateholders, the party discovering such breach shall give prompt written 
notice (but in no event later than two Business Days following such discovery)  
to the Trustee. Subject to Section 7.01, the obligation of the Master Servicer  
set forth in Section 2.03(c) to cure breaches 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 2.04.       

    Section 2.05      REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.

       The Depositor represents and warrants to the Trust and the Trustee on
behalf of the Certificateholders as follows:                                    

             (i) This agreement constitutes a legal, valid and binding
   obligation of the Depositor, enforceable against the Depositor in
       accordance with its terms, except as enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or other
      similar laws now or hereafter in effect affecting the enforcement of
       creditors' rights in general and except as such enforceability may be
  limited by general principles of equity (whether considered in a
proceeding at law or in equity);                              

            (ii) Immediately prior to the sale and assignment by the
        Depositor to the Trustee on behalf of the Trust of each Mortgage Loan,
   the Depositor had good and marketable title to each Mortgage Loan
        (insofar as such title was conveyed to it by a Seller, as set forth in
        the Mortgage Loan Purchase Agreement) subject to no prior lien, claim,
        participation interest, mortgage, security interest, pledge, charge or
other encumbrance or other interest of any nature;            

               (iii) As of the Closing Date, the Depositor has transferred
       all right, title and interest in the Mortgage Loans to the Trustee on
behalf of the Trust;                                          

                (iv) The Depositor has not transferred the Mortgage Loans to
        the Trustee on behalf of the Trust with any intent to hinder, delay or
defraud any of its creditors;                                 

50

EX-4.1
57th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 57th
                  (v) The Depositor has been duly formed and is validly existing
   as a limited liability company in good standing under the laws of
         Delaware, with full corporate power and authority to own its assets and
conduct its business as presently being conducted;            

                (vi) The Depositor is not in violation of its certificate of
       formation or limited liability company agreement or in default in the
  performance or observance of any material obligation, agreement,
       covenant or condition contained in any contract, indenture, mortgage,
        loan agreement, note, lease or other instrument to which the Depositor
         is a party or by which it or its properties may be bound, which default
might result in any material adverse changes in the financial 
    condition, earnings, affairs or business of the Depositor or which
       might materially and adversely affect the properties or assets, taken
as a whole, of the Depositor;                                 

         (vii) The execution, delivery and performance of this
      Agreement by the Depositor, and the consummation of the transactions
       contemplated thereby, do not and will not result in a material breach
         or violation of any of the terms or provisions of, or, to the knowledge
        of the Depositor, constitute a default under, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument to which
         the Depositor is a party or by which the Depositor is bound or to which
     any of the property or assets of the Depositor is subject, nor will
such actions result in any violation of the provisions of the 
        certificate of formation or limited liability company agreement of the
Depositor or, to the best of the Depositor's knowledge without
         independent investigation, any statute or any order, rule or regulation
      of any court or governmental agency or body having jurisdiction over
   the Depositor or any of its properties or assets (except for such
  conflicts, breaches, violations and defaults as would not have a
        material adverse effect on the ability of the Depositor to perform its
obligations under this Agreement);                            

               (viii) To the best of the Depositor's knowledge without any
        independent investigation, no consent, approval, authorization, order,
    registration or qualification of or with any court or governmental
  agency or body of the United States or any other jurisdiction is
       required for the issuance of the Certificates, or the consummation by
         the Depositor of the other transactions contemplated by this Agreement,
   except such consents, approvals, authorizations, registrations or
      qualifications as (a) may be required under State securities or Blue
         Sky laws, (b) have been previously obtained or (c) the failure of which
       to obtain would not have a material adverse effect on the performance
by the Depositor of its obligations under, or the validity or 
enforceability of, this Agreement; and                        

            (ix) There are no actions, proceedings or investigations
    pending before or, to the Depositor's knowledge, threatened by any
       court, administrative agency or other tribunal to which the Depositor
        is a party or of which any of its properties is the subject: (a) which
        if determined adversely to the Depositor would have a material adverse
         effect on the business, results of operations or financial condition of
      the Depositor; (b) asserting the invalidity of this Agreement or the
       Certificates; (c) seeking to prevent the issuance of the Certificates
 or the consummation by the Depositor of any of the transactions
     contemplated by this Agreement, as the case may be; (d) which might
         materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this 
Agreement.                                                    

51

EX-4.1
58th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 58th
Section 2.06      PURPOSE AND POWERS OF THE TRUST.            

     The purpose of the trust, as created hereunder, is to engage in the
following activities:                                                           

               (i) to issue the Certificates to or at the direction of the
Depositor in exchange for the Mortgage Loans;                 

                  (ii) to perform the activities of the trust that are expressly
set forth in this Agreement;                                  

           (iii) to engage in those activities that are reasonably
      necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and                

                (iv) subject to compliance with this Agreement, to engage in
such other activities as may be required in connection with   
       conservation of the Trust Fund and the making of distributions to the
Certificateholders.                                           

       The trust is hereby authorized to engage in the foregoing activities.

52

EX-4.1
59th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 59th
 ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

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 the terms of this Agreement and the respective     
Mortgage Loans and, to the extent consistent with such terms, in the same manner
in which it services and administers similar mortgage loans for its own         
portfolio, giving due consideration to customary and usual standards of practice
of 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.                                       

To the extent consistent with the foregoing, the Master Servicer shall also seek
to maximize the timely and complete recovery of principal and interest on the   
Mortgage Notes. Subject only to the above-described servicing standards and the 
terms of this Agreement and of the respective Mortgage Loans, the Master        
Servicer shall have full power and authority, acting alone or through           
Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem   
necessary or desirable. Without limiting the generality of the foregoing, the   
Master Servicer in its own name or in the name of a Sub-Servicer is hereby      
authorized and empowered by the Trustee when the Master Servicer believes it    
appropriate in its best judgment in accordance with the servicing standards set 
forth above, to execute and deliver, on behalf of the Certificateholders and the
Trustee, and upon notice to the Trustee, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other      
comparable instruments, with respect to the Mortgage Loans and the Mortgaged    
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of 
foreclosure so as to convert the ownership of such properties, and to hold or   
cause to be held title to such properties, on behalf of the Trustee and         
Certificateholders. The Master Servicer shall service and administer the        
Mortgage Loans in accordance with applicable state and federal law and shall    
provide to the Mortgagors any reports required to be provided to them thereby.  
The Master Servicer shall also comply in the performance of this Agreement with 
all reasonable rules and requirements of each insurer under each Primary        
Insurance Policy and any standard hazard insurance policy. Subject to Section   
3.17, the                                                                       

53

EX-4.1
60th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 60th
Trustee shall execute, at the written request of the Master Servicer, and       
furnish to the Master Servicer and any Sub-Servicer such documents as are       
necessary or appropriate to enable the Master Servicer or any Sub-Servicer to   
carry out their servicing and administrative duties hereunder, and the Trustee  
hereby grants to the Master Servicer a power of attorney to carry out such      
duties. The Trustee shall not be liable for the actions of the Master Servicer  
or any Sub-Servicers under such powers of attorney.                             

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

         The Master Servicer further is authorized and empowered by the Trustee,
on behalf of the Certificateholders and the Trustee, in its own name or in the  
name of the Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the  
case may be, believes it is appropriate in its best judgment to register any    
Mortgage Loan on the MERS(R) System, or cause the removal from the registration 
of any Mortgage Loan on the MERS(R) System, to execute and deliver, on behalf of
the Trustee and the Certificateholders or any of them, any and all instruments  
of assignment and other comparable instruments with respect to such assignment  
or re-recording of a Mortgage in the name of MERS, solely as nominee for the    
Trustee and its successors and assigns. Any expenses incurred in connection with
the actions described in the preceding sentence shall be borne by the Master    
Servicer in accordance with Section 3.18, with no right of reimbursement;       
provided, that if, as a result of MERS discontinuing or becoming unable to      
continue operations in connection with the MERS System, it becomes necessary to 
remove any Mortgage Loan from registration on the MERS System and to arrange for
the assignment of the related Mortgages to the Trustee, then any related        
expenses shall be reimbursable to the Master Servicer.                          

        Notwithstanding anything in this Agreement to the contrary, the Master
Servicer may not make any future advances with respect to a Mortgage Loan       
(except as provided in Section 4.06) and the Master Servicer shall not (i)      
permit any modification with respect to any Mortgage Loan that would change the 
Loan Rate, reduce or increase the principal balance (except for reductions      
resulting from actual payments of principal) or change the final maturity date  
on such Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in 
default with respect to the Mortgage Loan or such default is, in the judgment of
the Master Servicer, reasonably foreseeable) or (ii) permit any modification,   
waiver or amendment of any term of any Mortgage Loan that would both (A) effect 
an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code  
(or final, temporary or proposed Treasury regulations promulgated thereunder)   
and (B) cause either 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 date" under the REMIC Provisions.                             

54

EX-4.1
61st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 61st
         Notwithstanding any other provision of this Agreement or the Additional
Collateral Servicing Agreement to the contrary, except as provided below, the   
Master Servicer shall have no duty or obligation to service and administer the  
Additional Collateral and the Master Servicer shall not be deemed to be the     
Additional Collateral Servicer, unless and until MLCC's obligations to          
administer the Additional Collateral under the Additional Collateral Servicing  
Agreement have been terminated with respect to the Additional Collateral        
Mortgage Loans, in which case, the Master Servicer shall be bound to service and
administer the Additional Collateral and the Limited Purpose Surety Bond in     
accordance with the provisions of this Agreement and the related Additional     
Collateral Agreements from the date of such termination. The Trustee, as        
assignee of the Additional Collateral Servicing Agreement, shall enforce the    
obligations of MLCC to service and administer the Additional Collateral as      
provided in the Additional Collateral Servicing Agreement, and shall take       
appropriate action thereunder if MLCC fails to substantially comply with its    
obligations to administer the Additional Collateral. In the event the Trustee   
receives an indemnification payment from MLCC under Section 3 of the Additional 
Collateral Servicing Agreement that is attributable to losses resulting from    
MLCC's failure to administer the Additional Collateral in accordance with the   
terms of the Additional Collateral Servicing Agreement in connection with       
Additional Collateral Mortgage Loans, the Trustee shall deposit such amount in  
the Collection Account.                                                         

  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. 

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

 (a) The Master Servicer may enter into Sub-Servicing Agreements
(provided that such agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the rating on any Class of Certificates) with           
Sub-Servicers, for the servicing and administration of the Mortgage Loans.      
Notwithstanding any other provision of this Agreement, the Master Servicer shall
not be precluded from selling all or part of the Servicing Fee relating to any  
Mortgage Loans to any Sub-Servicer, provided that with respect to any Mortgage  
Loan as to which the Master Servicer sells all or a part of the related         
Servicing Fee, the Master Servicer shall retain full responsibility under this  
Agreement for the servicing activities relating to such Mortgage Loan.          

       Each Sub-Servicer shall be (i) authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are  
situated, if and to the extent required by applicable law to enable the         
Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing  
Agreement, (ii) an institution approved as a mortgage loan originator by the    
Federal Housing Administration or an institution the deposit accounts of which  
are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage 
servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer          
requirements conforming to the provisions set forth in Section 3.08 and provide 
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Master Servicer will examine each Sub-Servicing Agreement and will be       
familiar with the terms thereof. The terms of any Sub-Servicing Agreement will  
not be inconsistent with any of the provisions of this Agreement. The Master    
Servicer and the Sub-Servicers may enter into and make amendments to the        
Sub-Servicing Agreements or enter into different forms of Sub-Servicing         
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the                                          

55

EX-4.1
62nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 62nd
provisions of this Agreement, and that no such amendment or different form shall
be made or entered into which could be reasonably expected to be materially     
adverse to the interests of the Certificateholders, without the consent of the  
Holders of Certificates entitled to at least 66% of the Voting Rights. Any      
variation without the consent of the Holders of Certificates entitled to at     
least 66% of the Voting Rights from the provisions set forth in Section 3.08    
relating to insurance or priority requirements of Sub-Servicing Accounts, or    
credits and charges to the Sub-Servicing Accounts or the timing and amount of   
remittances by the Sub-Servicers to the Master Servicer, are conclusively deemed
to be inconsistent with this Agreement and therefore prohibited. The Master     
Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements,   
and any amendments or modifications thereof, promptly upon the Master Servicer's
execution and delivery of such instruments.                                     

        (b) As part of its servicing activities hereunder, the Master Servicer
(except as otherwise provided in the last sentence of this paragraph), for the  
benefit of the Trustee and the Certificateholders, shall enforce the obligations
of each Sub-Servicer under the related Sub-Servicing Agreement and of each      
Seller under the Mortgage Loan Purchase Agreement, including, without           
limitation, any obligation to make advances in respect of delinquent payments as
required by a Sub- Servicing Agreement, or to purchase a Mortgage Loan on       
account of missing or defective documentation or on account of a breach of a    
representation, warranty or covenant, as described in Section 2.03(a). Such     
enforcement, including, without limitation, the legal prosecution of claims,    
termination of Sub-Servicing Agreements, and the pursuit of other appropriate   
remedies, shall be in such form and carried out to such an extent and at such   
time as the Master Servicer, in its good faith business judgment, would require 
were it the owner of the related Mortgage Loans. The Master Servicer shall pay  
the costs of such enforcement at its own expense, and shall be reimbursed       
therefor only (i) from a general recovery resulting from such enforcement, to   
the extent, if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or  
attorneys' fees against the party against whom such enforcement is directed.    
Enforcement of the obligations under the Mortgage Loan Purchase Agreement       
against the Sellers shall be effected by the Master Servicer, in accordance with
the foregoing provisions of this paragraph.                                     

Section 3.03      SUCCESSOR SUB-SERVICERS.                    

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

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

56

EX-4.1
63rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 63rd
Section 3.04      LIABILITY OF THE MASTER SERVICER.           

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

         Section 3.05      NO CONTRACTUAL RELATIONSHIP BETWEEN SUB-SERVICERS AND
    TRUSTEE OR CERTIFICATEHOLDERS.

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

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

        In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of the occurrence of a Master Servicer     
Event of Termination), the Trustee or its designee or the successor master      
servicer as appointed pursuant to Section 7.02 herein, shall thereupon assume   
all of the rights and obligations of the Master Servicer under each             
Sub-Servicing Agreement that the Master Servicer may have entered into, unless  
the Trustee elects to terminate any Sub-Servicing Agreement in accordance with  
its terms as provided in Section 3.03. Upon such assumption, the Trustee, its   
designee or the successor servicer for the Trustee appointed pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of the Master
Servicer's interest therein and to have replaced the Master Servicer as a party 
to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing     
Agreement had been assigned to the assuming party, except that (i) the Master   
Servicer shall not thereby be relieved of any liability or obligations under any
Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any       
successor master servicer shall be deemed to have assumed any liability or      
obligation of the Master Servicer that arose before it ceased to be the Master  
Servicer.                                                                       

        The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each        
Sub-Servicing Agreement and the Mortgage Loans then being serviced and an       
accounting of amounts collected and held by or on behalf of it, and             

57

EX-4.1
64th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 64th
otherwise use its best efforts to effect the orderly and efficient transfer of  
the Sub-Servicing Agreements to the assuming party.                             

 Section 3.07      COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS.

  The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and   
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy and any other  
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, only upon determining that the coverage of such Mortgage Loan by the  
related Primary Insurance Policy, if any, will not be affected, or (ii) extend  
the due dates for 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, except as provided below. In the event of any such   
arrangement pursuant to clause (ii) above, the Master Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 4.06   
and in accordance with the amortization schedule of such Mortgage Loan without  
modification thereof by reason of such arrangements. Notwithstanding the        
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Master Servicer, such default is reasonably foreseeable, the Master      
Servicer, consistent with the standards set forth in Section 3.01, may also,    
waive, modify or vary any term of such Mortgage Loan (including modifications   
that would change the Loan Rate, forgive the payment of principal or interest or
extend the final maturity date of such Mortgage Loan), accept payment from the  
related Mortgagor of an amount less than the Stated Principal Balance in final  
satisfaction of such Mortgage Loan (such payment, a "Short Pay-off) or consent  
to the postponement of strict compliance with any such term or otherwise grant  
indulgence to any Mortgagor.                                                    

Section 3.08      SUB-SERVICING ACCOUNTS.                     

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

58

EX-4.1
65th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 65th
       Section 3.09      COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS;
SERVICING ACCOUNTS.       

       The Master Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all collections from the Mortgagors (or  
related advances from Sub-Servicers) for the payment of ground rents, taxes,    
assessments, fire and hazard insurance premiums, Primary Insurance Policy       
premiums, water charges, sewer rents and comparable items for the account of the
Mortgagors ("Escrow Payments") shall be deposited and retained. Servicing       
Accounts shall be Eligible Accounts. The Master Servicer shall deposit in the   
clearing account (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, all     
Escrow Payments collected on account of the Mortgage Loans and shall thereafter 
deposit such Escrow Payments in the Servicing Accounts, in no event more than   
two Business Days after the deposit of such funds in the clearing account, for  
the purpose of effecting the payment of any such items as required under the    
terms of this Agreement. Withdrawals of amounts from a Servicing Account may be 
made only to (i) effect payment of Escrow Payments; (ii) reimburse the Master   
Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing 
Agreement) out of related collections for any advances made pursuant to Section 
3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to  
hazard insurance); (iii) refund to Mortgagors any sums as may be determined to  
be overages; (iv) make Permitted Investments as provided in Section 3.12; (v)   
pay interest, to the Master Servicer or to the Mortgagor if required and as     
described below, on balances in the Servicing Account; (vi) clear and terminate 
the Servicing Account at the termination of the Master Servicer's obligations   
and responsibilities in respect of the Mortgage Loans under this Agreement in   
accordance with Article IX; or (vii) recover amounts deposited in error. As part
of its servicing duties, the Master Servicer or Sub-Servicers shall pay to the  
Mortgagors interest on funds in Servicing Accounts, to the extent required by   
law and, to the extent that interest earned on funds in the Servicing Accounts  
is insufficient, to pay such interest from its or their own funds, without any  
reimbursement therefor. To the extent that a Mortgage does not provide for      
Escrow Payments, the Master Servicer shall determine whether any such payments  
are made by the Mortgagor in a manner and at a time that avoids the loss of the 
Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The      
Master Servicer assumes full responsibility for the payment of all such bills   
and shall effect payments of all such bills irrespective of the Mortgagor's     
faithful performance in the payment of same or the making of the Escrow Payments
and shall make advances from its own funds to effect such payments. The Master  
Servicer shall be entitled to retain any interest paid on funds deposited in the
Servicing Account to effect Escrow Payments other than interest on escrowed     
funds required by law to be paid to the Mortgagor.                              

Section 3.10      COLLECTION ACCOUNT AND DISTRIBUTION ACCOUNT.

      (a) On behalf of the Trust Fund, the Master Servicer shall establish
and maintain one or more accounts (such account or accounts, the "Collection    
Account"), held in trust for the benefit of the Trustee and the                 
Certificateholders. On behalf of the Trust Fund, the 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                                                                  

59

EX-4.1
66th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 66th
event more than two Business Days after the deposit of such funds into the      
clearing account, as and when received or as otherwise required hereunder, the  
following payments and collections received or made by it subsequent to the     
Cut-off Date (other than in respect of principal or interest on the related     
Mortgage Loans due on or before the Cut-off Date), or payments (other than      
Principal Prepayments) received by it on or prior to the Cut-off Date but       
allocable to a Due Period subsequent thereto:                                   

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

                (ii) all payments on account of interest (net of the related
     Servicing Fee and Lender-Paid PMI Premium, if any) on each Mortgage
Loan;                                                         

                (iii) all Insurance Proceeds and Liquidation Proceeds (other
       than proceeds collected in respect of any particular REO Property and
      amounts paid by the Master Servicer in connection with a purchase of
Mortgage Loans and REO Properties pursuant to Section 9.01);  

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

          (v) any amounts required to be deposited by the Master
         Servicer pursuant to the second paragraph of Section 3.14(a) in respect
of any blanket policy deductibles;                            

         (vi) all proceeds of any Mortgage Loan repurchased or
purchased in accordance with Section 2.03 or Section 9.01;    

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

                  (viii) any amounts required to be transferred from any Buydown
Account pursuant to Section 3.25; and                         

                (ix) any (x) amounts realized by MLCC or (y) Required Surety
       Payments received by the Trustee or the Master Servicer in respect of
any Additional Collateral.                                    

For purposes of the immediately preceding sentence, the Cut-off Date with       
respect to any Eligible Substitute Mortgage Loan shall be deemed to be the date 
of substitution.                                                                

         The foregoing requirements for deposit in the Collection Accounts shall
be exclusive, it being understood and agreed that, without limiting the         
generality of the foregoing, payments in the nature of late payment charges or  
assumption fees need not be deposited by the Master Servicer in the Collection  
Account and shall be retained by the Master Servicer as additional servicing    
compensation. In the event the Master Servicer shall deposit in the Collection  
Account any amount                                                              

60

EX-4.1
67th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 67th
not required to be deposited therein, it may at any time withdraw such amount   
from the Collection Account, any provision herein to the contrary               
notwithstanding.                                                                

  (b) On behalf of the Trust Fund, the Trustee shall establish and
maintain one or more accounts (such account or accounts, the "Distribution      
Account'), held in trust for the benefit of the Certificateholders. On behalf of
the Trust Fund, the Master Servicer shall deliver to the Trustee in immediately 
available funds for deposit in the Distribution Account on or before 5:00 p.m.  
New York time on the Master Servicer Remittance Date, that portion of the       
Available Distribution Amount for the related Distribution Date then on deposit 
in the Collection Account.                                                      

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

       (d) Funds held in the Collection Account at any time may be delivered
by the Master Servicer to the Trustee for deposit in an account (which may be   
the Distribution Account and must satisfy the standards for the Distribution    
Account as set forth in the definition thereof) and for all purposes of this    
Agreement shall be deemed to be a part of the Collection Account; provided,     
however, that the Trustee shall have the sole authority to withdraw any funds   
held pursuant to this subsection (d). In the event the Master Servicer shall    
deliver to the 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. In addition, the  
Master Servicer shall deliver to the Trustee from time to time for deposit, and 
upon written notification from the Master Servicer, the Trustee shall so        
deposit, in the Distribution Account:                                           

           (i) any Advances, as required pursuant to Section 4.06;

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

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

                 (iv) any amounts required to be deposited pursuant to Section
 3.24 in connection with any Prepayment Interest Shortfalls; and

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

        (e) 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.               

61

EX-4.1
68th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 68th
Section 3.11      WITHDRAWALS FROM THE COLLECTION ACCOUNT AND 
DISTRIBUTION ACCOUNT.     

         (a) The Master Servicer shall, from time to time, make withdrawals from
the Collection Account for any of the following purposes or as described in     
Section 4.06:                                                                   

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

            (ii) subject to Section 3.16(d), to reimburse the Master
Servicer for Advances;                                        

                (iii) subject to Section 3.16(d), to pay the Master Servicer
 or any Sub-Servicer any unpaid Servicing Fees and reimburse any
         unreimbursed Servicing Advances with respect to each Mortgage Loan, but
       only to the extent of any Liquidation Proceeds, Insurance Proceeds or
       other amounts as may be collected by the Master Servicer with respect
to such Mortgage Loan;                                        

                (iv) to pay to the Master Servicer as servicing compensation
      (in addition to the Servicing Fee) on the Master Servicer Remittance
         Date any interest or investment income earned on funds deposited in the
         Collection Account and any prepayment penalties or premiums relating to
    any Principal Prepayments; provided, however, that no such amounts
         shall be payable as servicing compensation to the extent they relate to
       a Mortgage Loan with respect to which a default, breach, violation or
        event of acceleration exists or would exist but for the lapse of time,
the giving of notice, or both;                                

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

         (vi) to reimburse the Master Servicer for any Advance
  previously made which the Master Servicer has determined to be a
     Nonrecoverable Advance in accordance with the provisions of Section
4.06;                                                         

               (vii) to reimburse the Master Servicer or the Depositor for
    expenses incurred by or reimbursable to the Master Servicer or the
Depositor, as the case may be, pursuant to Section 6.03;      

                  (viii) to reimburse the Master Servicer or the Trustee, as the
        case may be, for expenses reasonably incurred in respect of the breach
        or defect giving rise to the purchase obligation under Section 2.03 or
         Section 2.04 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;                       

62

EX-4.1
69th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 69th
                 (ix) to pay, or to reimburse the Master Servicer for advances
       in respect of, expenses incurred in connection with any Mortgage Loan
pursuant to Section 3.16(b); and                              

                 (x) to clear and terminate the Collection Account pursuant to
Section 10.01;                                                

                  (xi) to reimburse the Master Servicer for amounts deposited in
error.                                                        

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

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

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

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

           (iii) to pay itself any interest income earned on funds
    deposited in the Distribution Account pursuant to Section 3.12(c);

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

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

                 (vi) to clear and terminate the Distribution Account pursuant
to Section 10.01.                                             

  Section 3.12      INVESTMENT OF FUNDS IN THE COLLECTION ACCOUNT,
                      SERVICING ACCOUNTS AND THE DISTRIBUTION ACCOUNT.

(a) The Master Servicer may direct any depository institution 
maintaining the Collection Account or Servicing Accounts (for purposes of this  
Section 3.12, an "Investment Account'), and the Trustee, in its individual      
capacity, may direct any depository institution maintaining the Distribution    
Account (for purposes of this Section 3.12, also an "Investment Account'), to   
invest the funds in such Investment Account in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand, 
(i) no later than the Business Day immediately preceding the date on which such 
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the Trustee is the obligor thereon, and (ii) no later    
than the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Trustee is the obligor thereon. 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.   

63

EX-4.1
70th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 70th
The Trustee shall be entitled to sole possession (except with respect to        
investment direction of funds held in the Collection Account or Servicing       
Accounts, as applicable, and any income and gain realized thereon) over each    
such investment, and any certificate or other instrument evidencing any such    
investment shall be delivered directly to the Trustee or its agent, together    
with any document of transfer necessary to transfer title to such investment to 
the Trustee or its nominee. In the event amounts on deposit in an Investment    
Account are at any time invested in a Permitted Investment payable on demand,   
the Trustee shall:                                                              

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

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

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

         (c) All income and gain realized from the investment of funds deposited
in the Distribution Account held by or on behalf of the Trustee, shall be for   
the benefit of the Trustee and shall be subject to its withdrawal at any time.  
The Trustee shall deposit in the Distribution Account, the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds  
in such accounts immediately upon realization of such loss.                     

      (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, 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 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.                         

  Section 3.13      MAINTENANCE OF THE PRIMARY INSURANCE POLICIES;
COLLECTIONS THEREUNDER.   

         The Master Servicer will maintain or cause the related Sub-Servicer, if
any, to maintain in full force and effect, if required under the Mortgage Loan  
Purchase Agreement and to the extent available, a Primary Insurance Policy      
conforming in all respects to the description set forth in Section 2(vii) of the
Mortgage Loan Purchase Agreement with respect to each Mortgage Loan so insured  
as                                                                              

64

EX-4.1
71st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 71st
of the Closing Date (or, in the case of a Eligible Substitute Mortgage Loan, on 
the date of substitution). Such coverage will be maintained with respect to each
such Mortgage Loan for so long as it is outstanding, subject to any applicable  
laws or until the related Loan-to-Value Ratio is reduced to less than or equal  
to 80% based on Mortgagor payments. The Master Servicer shall cause the premium 
for each Primary Insurance Policy to be paid on a timely basis and shall pay    
such premium out of its own funds if it is not otherwise paid. The Master       
Servicer or the related Sub-Servicer, if any, will not cancel or refuse to renew
any such Primary Insurance Policy in effect on the Closing Date (or, in the case
of a Eligible Substitute Mortgage Loan, on the date of substitution) that is    
required to be kept in force under this Agreement unless a replacement Primary  
Insurance Policy for such canceled or non-renewed policy is obtained from and   
maintained with an insurer.                                                     

         The Master Servicer shall not take, or permit any Sub-Servicer to take,
any action which would result in non-coverage under any applicable Primary      
Insurance Policy of any loss which, but for the actions of the Master Servicer  
or Sub-Servicer, would have been covered thereunder. The Master Servicer will   
comply in the performance of this Agreement with all reasonable rules and       
requirements of each insurer under each Primary Insurance Policy. In connection 
with any assumption and modification agreement or substitution of liability     
agreement entered into or to be entered into pursuant to Section 3.15, the      
Master Servicer shall promptly notify the insurer under the related Primary     
Insurance Policy, if any, of such assumption in accordance with the terms of    
such policies and shall take all actions which may be required by such insurer  
as a condition to the continuation of coverage under the Primary Insurance      
Policy. If any such Primary Insurance Policy is terminated as a result of such  
assumption, the Master Servicer or the related Sub-Servicer shall obtain a      
replacement Primary Insurance Policy as provided above.                         

        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 the Certificateholders, claims to the insurer under any 
Primary Insurance Policy in a timely fashion in accordance with the terms of    
such policies and, in this regard, to take such action as shall be necessary to 
permit recovery under any Primary Insurance Policy respecting a defaulted       
Mortgage Loan. Any amounts collected by the Master Servicer under any Primary   
Insurance Policy shall be deposited in the Collection Account, subject to       
withdrawal pursuant to Section 3.11; and any amounts collected by the Master    
Servicer under any Primary Insurance Policy in respect of any REO Property shall
be deposited in the Collection Account, subject to withdrawal pursuant to       
Section 3.23. In those cases in which a Mortgage Loan is serviced by a          
Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the       
Certificateholders, will present claims to the insurer under any Primary        
Insurance Policy and all collections thereunder shall be deposited initially in 
the Sub- Servicing Account.                                                     

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

        (a) The Master Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage on the related Mortgaged Property in 
an amount which is at least equal to the least of (i) the current 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

65

EX-4.1
72nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 72nd
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 principal balance of the related Mortgage Loan at the  
time it became an REO Property, plus accrued interest at the Loan Rate and      
related Servicing Advances. 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, within two Business Days after    
receipt thereof, subject to withdrawal pursuant to Section 3.11, if received in 
respect of a Mortgage Loan, or in the REO Account, subject to withdrawal        
pursuant to Section 3.23, if received in respect of an REO Property. Any cost   
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating distributions to Certificateholders, be added to the 
unpaid principal balance of the related Mortgage Loan, notwithstanding that the 
terms of such Mortgage Loan so permit. It is understood and agreed that no      
earthquake, windstorm 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 principal balance of the related Mortgage Loan and 
(ii) the maximum amount of such insurance available for the related Mortgaged   
Property under the national flood insurance program (assuming that the area in  
which such Mortgaged Property is located is participating in such program).     

 If the Master Servicer shall obtain and maintain a blanket fire
insurance policy with extended coverage insuring against hazard losses on all of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its       
obligations as set forth in the first two sentences of this Section 3.14, it    
being understood and agreed that such policy may contain a deductible clause, in
which case the Master Servicer shall, in the event that there shall not have    
been maintained on the related Mortgaged Property or REO Property a policy      
complying with the first two sentences of this Section 3.14, and there shall    
have been one or more losses which would have been covered by such policy,      
deposit to the Collection Account from its own Finds 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.                     

     (b) 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  

66

EX-4.1
73rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 73rd
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 (upon the Trustee's 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 3.15      ENFORCEMENT OF DUE-ON-SALE CLAUSES. ASSUMPTION
AGREEMENTS.               

 The Master Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor 
(whether by absolute conveyance or by contract of sale, and whether or not the  
Mortgagor remains or is to remain liable under the Mortgage Note and/or the     
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan 
under the "due-on-sale" clause, if any, applicable thereto; provided, however,  
that the Master Servicer shall not exercise any such rights if prohibited by law
from doing so or if the exercise of such rights would impair or threaten to     
impair any recovery under the related Primary Insurance Policy or Limited       
Purpose Surety Bond, if any. If the Master Servicer reasonably believes it is   
unable under applicable law to enforce such "due-on-sale" clause, or if any of  
the other conditions set forth in the proviso to the preceding sentence apply,  
the Master Servicer will enter into an assumption and modification agreement    
from or with the person to whom such property has been conveyed or is proposed  
to be conveyed, pursuant to which such person becomes liable under the Mortgage 
Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Master Servicer is also authorized to enter into a          
substitution of liability agreement with such person, pursuant to which the     
original Mortgagor is released from liability and such person is substituted as 
the Mortgagor and becomes liable under the Mortgage Note, provided that no such 
substitution shall be effective unless such person satisfies the underwriting   
criteria of the Master Servicer and has a credit risk rating at least equal to  
that of the original Mortgagor. In connection with any assumption or            
substitution, the Master Servicer shall apply 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 Primary Insurance Policy or 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    
Loan Rate and the amount of the Monthly Payment) may be amended or modified,    
except as otherwise required pursuant to the terms thereof. The Master Servicer 
shall notify the Trustee that any such substitution or assumption agreement has 
been completed by forwarding to the Trustee the executed original of such       
substitution or assumption                                                      

67

EX-4.1
74th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 74th
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 3.15, the term            
"assumption" is deemed to also include a sale (of the Mortgaged Property)       
subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.                                                         

Section 3.16      REALIZATION UPON DEFAULTED MORTGAGE LOANS.  

       (a) The Master Servicer shall, consistent with the servicing standard
set forth in Section 3.01, foreclose upon or otherwise comparably convert the   
ownership of properties securing such of the Mortgage Loans as come into and    
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.07. The Master Servicer 
shall be responsible for all costs and expenses incurred by it in any such      
proceedings; provided, however, that such costs and expenses will be recoverable
as Servicing Advances by the Master Servicer as contemplated in Section 3.11 and
Section 3.23. The foregoing is subject to the provision that, in any case in    
which Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer shall not be required to expend its own funds toward the        
restoration of such property unless it shall determine in its discretion that   
such restoration will increase the proceeds of liquidation of the related       
Mortgage Loan after reimbursement to itself for such expenses.                  

      (b) Notwithstanding the foregoing provisions of this Section 3.16 or
any other provision of this 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   

68

EX-4.1
75th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 75th
            (2) there are no circumstances present at such Mortgaged
       Property relating to the use, management or disposal of any hazardous
       substances, hazardous materials, hazardous wastes, or petroleum-based
      materials for which investigation, testing, monitoring, containment,
       clean-up or remediation could be required under any federal, state or
        local law or regulation, or that if any such materials are present for
   which such action could be required, that it would be in the best
       economic interest of the Trust Fund to take such actions with respect
to the affected Mortgaged Property.                           

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

        (c) The Master Servicer may at its option purchase from the Trust Fund
any Mortgage Loan that is 90 days or more delinquent, which the Master Servicer 
determines in good faith will otherwise become subject to foreclosure           
proceedings (evidence of such determination to be delivered in writing to the   
Trustee prior to purchase), at a price equal to the sum of the outstanding      
Stated Principal Balance of such Mortgage Loan and accrued and unpaid interest  
thereon at the Loan Rate through the end of the Due Period preceding the last   
Distribution Date, less unreimbursed Servicing Advances, Advances and any unpaid
Servicing Fees allocable to such Mortgage Loan. The purchase price for any      
Mortgage Loan purchased hereunder shall be deposited in the Collection Account, 
and the Trustee, upon receipt of written certification from the Master Servicer 
of such deposit, shall release or cause to be released to the Master Servicer   
the related Mortgage File and 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 released pursuant hereto.                                     

(d) Proceeds received in connection with any Final Recovery   
Determination, as well as any recovery resulting from a partial collection of   
Insurance Proceeds 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 3.11(a)(ii) or (a)(iii); second, to  
accrued and unpaid interest on the Mortgage Loan, to the date of the Final      
Recovery Determination, or to the Due Date prior to the                         

69

EX-4.1
76th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 76th
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 3.11(a)(iii).                                  

   (e) In addition to the foregoing, the Trustee, as assignee of the
Additional Collateral Servicing Agreement, shall enforce the obligations of the 
Additional Collateral Servicer to use its best reasonable efforts to realize    
upon any Additional Collateral for such of the Additional Collateral 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 3.11; provided that pursuant to the Additional Collateral Servicing     
Agreement, the Additional Collateral Servicer shall not, on behalf of the       
Trustee, obtain title to any such Additional Collateral as a result of or in    
lieu of the disposition thereof or otherwise; and provided further that (i) the 
Additional Collateral Servicer, pursuant to the Additional Collateral Servicing 
Agreement, shall not proceed with respect to such Additional Collateral in any  
manner that would impair the ability to recover against the related Mortgaged   
Property, and (ii) the Master Servicer shall proceed with any acquisition of REO
Property in a manner that preserves the ability to apply the proceeds of such   
Additional Collateral against amounts owed under the defaulted Mortgage Loan.   
Any proceeds realized from such Additional Collateral (other than amounts to be 
released to the Mortgagor or the related guarantor in accordance with 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 and to the terms and conditions of any security agreement,        
guarantee agreement, mortgage or other agreement governing the disposition of   
the proceeds of such Additional Collateral) shall be deposited in the           
Distribution Account, subject to withdrawal pursuant to Section 3.11; provided, 
that such proceeds shall not be so deposited if the Required Surety Payment in  
respect of such Additional Collateral Mortgage Loan has been deposited in the   
Collection Account (except to the extent of any such proceeds taken into account
in calculating the amount of the Required Surety Payment). Any other payment    
received by a Seller in respect of such Additional Collateral shall be deposited
in the Distribution Account subject to withdrawal pursuant to Section 3.11.     

    Section 3.17      TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

      (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in 
a manner customary for such purposes, the Master Servicer will immediately      
notify the Trustee by delivering a certification in duplicate (one of which will
be returned to the Master Servicer with the Mortgage File) in the form of       
Exhibit E which shall be signed by a Servicing Officer or in a mutually         
agreeable electronic format which will in lieu of a signature be deemed to      
originate from a Servicing Officer (which certification shall include a         
statement to the effect that all amounts received or to be received in          
connection with such payment which are required to be deposited in the          
Collection Account pursuant to Section 3.10 have been or will be so deposited)  
of a Servicing Officer and shall request delivery to it of the Mortgage File.   
Upon receipt of such certification and request, the Trustee shall promptly      
release the related Mortgage File to the Master Servicer. No expenses incurred  
in connection with any instrument of                                            

70

EX-4.1
77th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 77th
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 Primary Insurance Policy or any other insurance policy relating to the      
Mortgage Loans, the Trustee shall, upon request of the Master Servicer and      
delivery to the Trustee in duplicate (one of which will be returned to the      
Master Servicer with the Mortgage File) of a Request for Release in the form of 
Exhibit E, which shall be signed by a Servicing Officer or in a mutually        
agreeable electronic format which will in lieu of a signature be deemed to      
originate from a Servicing Officer release the related Mortgage File to the     
Master Servicer, and the Trustee shall, at the direction of the Master Servicer,
and in the form provided by the Master Servicer execute such documents as shall 
be necessary to the prosecution of any such proceedings. Such Request for       
Release shall obligate the Master Servicer to return each and every document    
previously requested from the Mortgage File to the Trustee when the need        
therefor by the Master Servicer no longer exists, unless the Mortgage Loan has  
been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have 
been deposited in the Collection Account or the Mortgage File or such document  
has been delivered to an attorney, or to a public trustee or other public       
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either       
judicially or non-judicially, and the Master Servicer has delivered 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, the Master Servicer shall no
longer be obligated to return the documents released by the Trustee pursuant to 
the related Request for Release and a copy of the Request for Release shall be  
released by the Trustee 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      
inequity. Each such certification shall include a request that such pleadings or
documents be executed by the Trustee and a statement as to the reason such      
documents or pleadings are required and that the execution and delivery thereof 
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or 
trustee's sale.                                                                 

Section 3.18      SERVICING COMPENSATION.                     

      As compensation for the activities of the 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 and Buydown Funds in     
respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master 
Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance    

71

EX-4.1
78th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 78th
Proceeds or Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii)
and out of amounts derived from the operation and sale of an REO Property to the
extent permitted by Section 3.23. 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 and other similar fees and charges shall be retained by the     
Master Servicer (subject to Section 3.24) only to the extent such fees or       
charges are received by the Master Servicer. The Master Servicer shall also be  
entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection        
Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as   
additional servicing compensation, interest or other income earned on deposits  
therein, subject to Section 3.12 and Section 3.24. The Master Servicer shall be 
required to pay all expenses incurred by it in connection with its servicing    
activities hereunder (including Lender-Funded PMI Premiums, if any, premiums for
the insurance required by Section 3.14, to the extent such premiums are not paid
by the related Mortgagors or by a Sub-Servicer, servicing compensation of each  
Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and   
expenses of the Trustee) and shall not be entitled to reimbursement therefor    
except as specifically provided herein.                                         

Section 3.19      REPORTS TO THE TRUSTEE: COLLECTION ACCOUNT  
STATEMENTS.               

         Upon request from the Trustee, the Master Servicer shall forward to the
Trustee and the Depositor a statement prepared by the Master Servicer setting   
forth the status of the Collection Account as of the close of business on such  
Distribution Date and showing, for the period covered by such statement, the    
aggregate amount of deposits into and withdrawals from the Collection Account of
each category of deposit specified in Section 3.10(a) and each category of      
withdrawal specified in Section 3.11. Such statement may be in the form of the  
then current Fannie Mae Monthly Accounting Report for its Guaranteed Mortgage   
Pass-Through Program with appropriate additions and changes, and shall also     
include information as to the aggregate of the outstanding principal balances of
all of the Mortgage Loans as of the last day of the calendar month immediately  
preceding such Distribution Date. Copies of such statement shall be provided by 
the Trustee to any Certificateholder and to any Person identified to the Trustee
as a prospective transferee of a Certificate, upon request at the expense of the
requesting party, provided such statement is delivered by the Master Servicer to
the Trustee.                                                                    

Section 3.20      STATEMENT AS TO COMPLIANCE.                 

         The Master Servicer will deliver to the Trustee, the Depositor and each
Rating Agency on or before March 31 of each calendar year commencing in March   
2003, an Officers' Certificate stating, as to each signatory thereof, that (i) a
review of the activities of the Master Servicer during the preceding 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                                                                   

72

EX-4.1
79th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 79th
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.                                                        

     Section 3.21      INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.

         Not later than April 15 of each calendar year commencing in April 2003,
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 fiscal 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 and each Rating     
Agency.                                                                         

Section 3.22      ACCESS TO CERTAIN DOCUMENTATION.            

        The Master Servicer shall provide to the Office of Thrift Supervision,
the FDIC, and any other federal or state banking or insurance regulatory        
authority that may exercise authority over any Certificateholder, 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, the Trustee 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.                                                                    

      Section 3.23      TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.

        (a) The deed or certificate of sale of any REO Property shall be taken
in the name of the Trustee, or its nominee, in trust for the benefit of the     
Certificateholders. The Master Servicer, on behalf of the Trust Fund, shall     
either sell any REO Property within three years after the end of the calendar   
year in which 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 and the Depositor
an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect
that the holding by the Trust Fund of such REO Property subsequent to the       
three-year grace period after its acquisition will not result in the imposition 
on the Trust Fund of taxes on "prohibited transactions"                         

73

EX-4.1
80th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 80th
thereof, as defined in Section 860F of the Code, or cause the Trust Fund 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 Certificateholders 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 the Trust Fund of any "income
from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the   
Code, or any "net income from foreclosure property" which is subject to taxation
under the REMIC Provisions.                                                     

      (b) The 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, 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. 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 foregoing, neither the Master Servicer nor the
Trustee shall:                                                                  

74

EX-4.1
81st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 81st
               (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, 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, in which case the Master Servicer may take such actions as are      
specified in such Opinion of Counsel.                                           

      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 3.23(c) relating
       to any such contract or to actions taken through any such Independent
         Contractor shall be deemed to relieve the Master Servicer of any of its
duties and obligations to the 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.                                                 

75

EX-4.1
82nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 82nd
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.                                                                      

         (d) In addition to the withdrawals permitted under Section 3.23(c), the
Master Servicer may from time to time make withdrawals from the REO Account for 
any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect of the related Mortgage Loan; and (ii) to reimburse itself or any       
Sub-Servicer for unreimbursed Servicing Advances and 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 3.10(d)(ii), far distribution on the related Distribution Date in       
accordance with Section 4.01, the income from the related REO Property received 
during the prior calendar month, net of any withdrawals made pursuant to Section
3.23(c) or this Section 3.23(d).                                                

       (e) Subject to the time constraints set forth in Section 3.23(a), and
further subject to obtaining the approval of the insurer under any related      
Primary Insurance Policy (if and to the extent that such approvals are necessary
to make claims under such policies in respect of the affected REO Property),    
each REO Disposition shall be carried out by the Master Servicer at such price  
and upon such terms and conditions as the Master Servicer shall deem necessary  
or advisable, as shall be normal and usual in its 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 3.10(d)(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).                                                

        (g) 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, 60507 and 6050P of the Code, respectively. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by  
such Sections 6050H, 60507 and 6050P of the Code.                               

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

       The Master Servicer shall deliver to the Trustee for deposit into the
Distribution Account on or before 5:00 p.m. New York time on the Master Servicer
Remittance Date from its own funds an amount equal to the lesser of (i) the     
aggregate of the Prepayment Interest Shortfalls for the related                 

76

EX-4.1
83rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 83rd
Distribution Date resulting from Principal Prepayments in Full or Curtailments  
during the related Prepayment Period and (ii) the portion of its aggregate      
Servicing Fee which accrued at a Servicing Fee Rate for the most recently ended 
calendar month ("Compensating Interest").                                       

Section 3.25      ADMINISTRATION OF BUYDOWN FUNDS.            

       The Buydown Account established and maintained by the Master Servicer
with respect to each Buydown Mortgage Loan shall be an Eligible Account. Upon   
receipt from the Mortgagor of the amount due on a Due Date for each Buydown     
Mortgage Loan, the Master Servicer will withdraw from the related Buydown       
Account the predetermined amount that, when added to the amount due on such date
from the Mortgagor, equals the Monthly Payment and will deposit that amount     
together with the related payment made by the Mortgagor in the Collection       
Account. The Buydown Account shall not be an asset of any REMIC and for federal 
income tax purposes shall be owned by the Master Servicer.                      

        If any Mortgagor on a Buydown Mortgage Loan prepays such Mortgage Loan
in its entirety during the Buydown Period, when Buydown Funds are required to be
applied to such Buydown Mortgage Loan, the Master Servicer will withdraw from   
the related Buydown Account and remit to such Mortgagor or any other Person in  
accordance with the related Buydown Agreement any Buydown Funds remaining in the
Buydown Account. If a Principal Prepayment by a Mortgagor during the Buydown    
Period, together with any Buydown Funds in the related Buydown Account, will    
result in a Principal Prepayment in Full, the Master Servicer will withdraw from
the related Buydown Account for deposit in the Collection Account the Buydown   
Funds, which together with such Principal Prepayment, will result in a Principal
Prepayment in Full. If a Mortgagor defaults during the Buydown Period with      
respect to a Buydown Mortgage Loan and the Mortgaged Property is sold at        
foreclosure or title thereto is acquired on behalf of the Certificateholders,   
the Master Servicer will withdraw from the Buydown Account the Buydown Funds    
(which shall thereupon constitute "Liquidation Proceeds" for purposes of this   
Agreement) for deposit in the Collection Account.                               

         Section 3.26      OBLIGATIONS OF THE MASTER SERVICER IN RESPECT OF LOAN
 RATES AND MONTHLY PAYMENTS.

      In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to a calculation of
the principal balance of a Mortgage Loan that was 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.                                     

77

EX-4.1
84th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 84th
ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01      DISTRIBUTION ACCOUNT; DISTRIBUTIONS.        

         (a) The Master Servicer shall remit to the Trustee for deposit into the
Distribution Account on or before 5:00 P.M. New York time on each Master        
Servicer Remittance Date by wire transfer of immediately available funds an     
amount equal to the sum of (i) any Advance for the immediately succeeding       
Distribution Date, (ii) any amount required to be deposited in the Distribution 
Account pursuant to Sections 3.10, 3.11, 3.14 or 3.24 and (iii) all other       
amounts constituting the Available Distribution Amount for the immediately      
succeeding Distribution Date.                                                   

(b) [reserved]                                                

    (c) On each Distribution Date the Trustee shall distribute to each
Certificateholder of record as of the next preceding Record Date (other than as 
provided in Section 10.01 respecting the final distribution) either in          
immediately available funds (by wire transfer or otherwise) to the account of   
such Certificateholder at a bank or other entity having appropriate facilities  
therefor, if such Certificateholder has so notified the Trustee at least five   
(5) Business Days prior to the related Record Date, or otherwise by check mailed
to such Certificateholder at the address of such Holder appearing in the        
Certificate Register, such Certificateholder's share (based on the aggregate of 
the Percentage Interests represented by Certificates of the applicable Class    
held by such Holder) of the following amounts, in the following order of        
priority:                                                                       

          (i) to the Senior Certificates (other than the Class P
      Certificates, and prior to the Accretion Termination Date, the Class
        A-3 Certificates, to the extent of the Accrual Distribution Amount) on
     a pro rata basis based on the Monthly Interest Distributable Amount
      payable on such Certificates with respect to such Distribution Date,
the Monthly Interest Distributable Amount on such Classes of  
    Certificates for such Distribution Date, plus any Monthly Interest
 Distributable Amount thereon remaining unpaid from any previous
    Distribution Date except as provided in the last paragraph of this
Section 4.01(c) (the "Senior Interest Distribution Amount");  

               (ii) (X) to the Class P Certificates, the Class P Principal
Distribution Amount; and                                      

                          (Y) to the Senior Certificates (other than the Class
                  P Certificates and Class X Certificates) in the priorities and
              amounts set forth in Section 4.01(d)(ii) through (vi), the
                 Senior Principal Distribution Amount and Accrual Distribution
                Amount (applied to reduce the Certificate Principal Balances
of such Senior Certificates, as applicable);

                  (iii) if the Certificate Principal Balances of the Subordinate
        Certificates have not been reduced to zero, to the Master Servicer, by
       remitting for deposit to the Collection Account, to the extent of and
in reimbursement for any Advances previously made with        

78

EX-4.1
85th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 85th
        respect to any Mortgage Loan or REO Property which remain unreimbursed
       in whole or in part following the Cash Liquidation or REO Disposition
     of such Mortgage Loan or REO Property, minus any such Advances that
     were made with respect to delinquencies that ultimately constituted
      Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses;                               

                  (iv) to the Holders of the Class B-1 Certificates, the Monthly
        Interest Distributable Amount thereon for such Distribution Date, plus
         any Monthly Interest Distributable Amount thereon remaining unpaid from
any previous Distribution Date, except as provided below;     

               (v) to the Holders of the Class B-1 Certificates, an amount
     equal to (x) the Subordinate Principal Distribution Amount for such
        Class of Certificates for such Distribution Date, minus (y) the amount
         of any Class P Deferred Amounts for such Distribution Date or remaining
       unpaid for all previous Distribution Dates, to the extent the amounts
        available pursuant to clause (x) of Sections 4.01(c)(vii), (ix), (xi),
     (xiii), (xiv) and (xv) of this Agreement are insufficient therefor,
        applied in reduction of the Certificate Principal Balance of the Class
B-1 Certificates;                                             

                  (vi) to the Holders of the Class B-2 Certificates, the Monthly
        Interest Distributable Amount thereon for such Distribution Date, plus
         any Monthly Interest Distributable Amount thereon remaining unpaid from
any previous Distribution Date, except as provided below;     

                 (vii) to the Holders of the Class B-2 Certificates, an amount
     equal to (x) the Subordinate Principal Distribution Amount for such
        Class of Certificates for such Distribution Date, minus (y) the amount
         of any Class P Deferred Amounts for such Distribution Date or remaining
       unpaid for all previous Distribution Dates, to the extent the amounts
         available pursuant to clause (x) of Sections 4.01(c)(ix), (xi), (xiii),
        (xiv) and (xv) of this Agreement are insufficient therefor, applied in
 reduction of the Certificate Principal Balance of the Class B-2
Certificates;                                                 

            (viii) to the Holders of the Class B-3 Certificates, the
     Monthly Interest Distributable Amount thereon for such Distribution
        Date, plus any Monthly Interest Distributable Amount thereon remaining
       unpaid from any previous Distribution Date, except as provided below;

                (ix) to the Holders of the Class B-3 Certificates, an amount
     equal to (x) the Subordinate Principal Distribution Amount for such
        Class of Certificates for such Distribution Date, minus (y) the amount
         of any Class P Deferred Amounts for such Distribution Date or remaining
       unpaid for all previous Distribution Dates, to the extent the amounts
         available pursuant to clause (x) of Sections 4.01(c)(xi), (xiii), (xiv)
  and (xv) of this Agreement are insufficient therefor, applied in
 reduction of the Certificate Principal Balance of the Class B-3
Certificates;                                                 

                 (x) to the Holders of the Class B-4 Certificates, the Monthly
        Interest Distributable Amount thereon for such Distribution Date, plus
         any Monthly Interest Distributable Amount thereon remaining unpaid from
any previous Distribution Date, except as provided below;     

79

EX-4.1
86th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 86th
                (xi) to the Holders of the Class B-4 Certificates, an amount
     equal to (x) the Subordinate Principal Distribution Amount for such
        Class of Certificates for such Distribution Date, minus (y) the amount
         of any Class P Deferred Amounts for such Distribution Date or remaining
       unpaid for all previous Distribution Dates, to the extent the amounts
       available pursuant to clause (x) of Sections 4.01(c)(xiii), (xiv) and
        (xv) of this Agreement are insufficient therefor, applied in reduction
     of the Certificate Principal Balance of the Class B-4 Certificates;

           (xii) to the Holders of the Class B-5 Certificates, the
     Monthly Interest Distributable Amount thereon for such Distribution
        Date, plus any Monthly Interest Distributable Amount thereon remaining
       unpaid from any previous Distribution Date, except as provided below;

                  (xiii) to the Holders of the Class B-5 Certificates, an amount
     equal to (x) the Subordinate Principal Distribution Amount for such
        Class of Certificates for such Distribution Date, minus (y) the amount
         of any Class P Deferred Amounts for such Distribution Date or remaining
       unpaid for all previous Distribution Dates, to the extent the amounts
        available pursuant to clause (x) of Sections 4.01(c) (xiv) and (xv) of
       this Agreement are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-5 Certificates;  

                 (xiv) to the Holders of the Class B-6 Certificates, an amount
         equal to (x) the Monthly Interest Distributable Amount thereon for such
   Distribution Date, plus any Monthly Interest Distributable Amount
         thereon remaining unpaid from any previous Distribution Date, except as
      provided below, minus (y) the amount of any Class P Deferred Amounts
 for such Distribution Date or remaining unpaid for all previous
     Distribution Dates, to the extent the amounts available pursuant to
      clause (x) of Section 4.01(c)(xv) of this Agreement are insufficient
therefor;                                                     

                (xv) to the Holders of the Class B-6 Certificates, an amount
     equal to (x) the Subordinate Principal Distribution Amount for such
       Class of Certificates for such Distribution Date minus (y) the amount
         of any Class P Deferred Amounts for such Distribution Date or remaining
        unpaid for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-6 Certificates;  

                  (xvi) to the Senior Certificates, in the priority set forth in
Section 4.01(d) of this Agreement, the portion, if any, of the
Available Distribution Amount remaining after the foregoing   
        distributions, applied to reduce the Certificate Principal Balances of
      such Senior Certificates, but in no event more than the aggregate of
      the outstanding Certificate Principal Balances of each such Class of
   Senior Certificates, and thereafter, to each Class of Subordinate
  Certificates then outstanding beginning with such Class with the
    Highest Priority, any portion of the Available Distribution Amount
       remaining after the Senior Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of
     Subordinate Certificates, but in no event more than the outstanding
 Certificate Principal Balance of each such Class of Subordinate
Certificates; and                                             

80

EX-4.1
87th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 87th
               (xvii) to the Class R Certificates, the balance, if any, of
the Available Distribution Amount.                            

       Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Subordinate Certificates outstanding on such Distribution Date  
with the Lowest Priority, or in the event the Subordinate Certificates are no   
longer outstanding, the Senior Certificates, the Monthly Interest Distributable 
Amount thereon remaining unpaid from any previous Distribution Date will be     
distributable only to the extent that such unpaid Monthly Interest Distributable
Amount was attributable to interest shortfalls relating to the failure of the   
Master Servicer to make any required Advance, or the determination by the Master
Servicer that any proposed Advance would be a Nonrecoverable Advance with       
respect to the related Mortgage Loan where such Mortgage Loan has not yet been  
the subject of a Cash Liquidation or REO Disposition or the related Liquidation 
Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to  
the Certificateholders.                                                         

 (d) The Class P Principal Distribution Amount, Senior Principal
Distribution Amount and Accrual Distribution Amount shall be distributed to the 
Senior Certificates (other than the Class X Certificates) as follows:           

          (i) to the Class P Certificates, until the Certificate
     Principal Balance thereof is reduced to zero, the Class P Principal
Distribution Amount;                                          

              (ii) the Accrual Distribution Amount shall be distributed,
    sequentially, FIRST, to the Class A-2 Certificates and then to the
      Class A-5 Certificates, in each case until the Certificate Principal
Balance thereof has been reduced to zero;                     

           (iii) the Senior Principal Distribution Amount shall be
distributed to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;           

                (iv) the balance of the Senior Principal Distribution Amount
      remaining after the distributions, if any, described in clause (iii)
        above shall be distributed to the Class A-4 Certificates, in reduction
     of the Certificate Principal Balance thereof, until the Certificate
        Principal Balance thereof has been reduced to zero, in an amount equal
       to the sum of (a) the Lockout Adjusted Percentage of the aggregate of
the collections described in clauses (i), (ii) and (v) of the 
        definition of Senior Principal Distribution Amount and (b) the Lockout
        Prepayment Percentage of the aggregate of the collections described in
         clause (iii) of the definition of Senior Principal Distribution Amount,
   in each case, without any application of the Senior Percentage or
Senior Prepayment Percentage;                                 

               (v) the balance of the Senior Principal Distribution Amount
       remaining after the distributions, if any, described in clauses (iii)
       and (iv) above shall be distributed sequentially, FIRST, to the Class
        A-1 Certificates, SECOND, to the Class A-2 Certificates, THIRD, to the
      Class A-5 Certificates and FOURTH, to the Class A-3 Certificates, in
      each case in reduction of the Certificate Principal Balance thereof,
     until the Certificate Principal Balance thereof has been reduced to
zero; and                                                     

81

EX-4.1
88th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 88th
                (vi) the balance of the Senior Principal Distribution Amount
       remaining after the distributions, if any, described in clauses (iii)
       through (v) above shall be distributed to the Class A-4 Certificates,
       until the Certificate Principal Balances thereof have been reduced to
zero.                                                         

   (e) On or after the Credit Support Depletion Date, all priorities
relating to distributions as described in Section 4.01(d) above in respect of   
principal among the various classes of Senior Certificates (other than the Class
P Certificates) will be disregarded, and (i) an amount equal to the Class P     
Fraction of the principal portion of scheduled payments and unscheduled         
collections received or advanced in respect of the Class P Mortgage Loans will  
be distributed to the Class P Certificates, (ii) the Senior Principal           
Distribution Amount will be distributed to the remaining Senior Certificates    
(other than the Class P Certificates) pro rata in accordance with their         
respective outstanding Certificate Principal Balances, and (iii) the Senior     
Interest Distribution Amount will be distributed as set forth above in Section  
4.01(c)(i).                                                                     

      (f) After the reduction of the Certificate Principal Balances of the
Senior Certificates (other than the Class P Certificates) to zero but prior to  
the Credit Support Depletion Date, the Senior Certificates (other than the Class
P Certificates) will be entitled to no further distributions of principal       
thereon and the Available Distribution Amount will be paid solely to the holders
of the Class P Certificates, Class X Certificates and Class B Certificates, in  
each case as described herein.                                                  

        (g) On each Distribution Date prior to the Accretion Termination Date,
an amount equal to the Monthly Interest Distributable Amount that would         
otherwise be distributed on the Class A-3 Certificates shall be added to        
Certificate Principal Balance of the Class A-3 Certificates. On or after the    
Accretion Termination Date, the entire amount of Monthly Interest Distributable 
Amount on the Class A-3 Certificates for such Distribution Date shall be payable
to the Class A-3 Certificateholders pursuant to Section 4.01(c)(i) of this      
Agreement to the extent not required to reduce the Certificate Principal Balance
of the Class A-5 Certificates to zero on such Accretion Termination Date;       
provided that if the Accretion Termination Date is the Credit Support Depletion 
Date, the entire amount of Monthly Interest Distributable Amount on the Class   
A-3 Certificates for such Distribution Date will be paid to the Class A-3       
Certificateholders. Any such Monthly Interest Distributable Amount on the Class 
A-3 Certificates which is required to be paid to the holders of the Class A-2   
Certificates and Class A-5 Certificates on such Accretion Termination Date will 
be added to the Certificate Principal Balance of the Class A-3 Certificates in  
the manner described in the first sentence of this Section 4.01(g).             

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

82

EX-4.1
89th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 89th
  (i) Except as otherwise provided in Section 10.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of     
Certificates will be made on the next Distribution Date, the Master Servicer    
shall, no later than the Determination Date in the month of such final          
distribution, notify the Trustee and the Trustee shall, no later than two (2)   
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee         
anticipates that the final distribution with respect to such Class of           
Certificates will be made on such Distribution Date but only upon presentation  
and surrender of such Certificates at the office of the Trustee or as otherwise 
specified therein, and (ii) no interest shall accrue on such Certificates from  
and after the end of the prior calendar month.                                  

       Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or   
Holders to tender their Certificates shall, on such date, be set aside and held 
in trust and credited to the account of the appropriate non- tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to this 
Section 4.01(i) shall not have been surrendered for cancellation within six     
months after the time specified in such notice, the Trustee shall mail a second 
notice to the remaining non-tendering Certificateholders to surrender their     
Certificates for cancellation in order to receive the final distribution with   
respect thereto. If within six months after the second notice all such          
Certificates shall not have been surrendered for cancellation, the Trustee shall
take reasonable steps as directed by the Depositor, or appoint an agent to take 
reasonable steps, to contact the remaining non-tendering Certificateholders     
concerning surrender of their Certificates. The costs and expenses of           
maintaining the fiends in trust and of contacting such Certificateholders shall 
be paid out of the assets remaining in the Trust Fund. If within nine months    
after the second notice any such Certificates shall not have been surrendered   
for cancellation, the Class R Certificateholders shall be entitled to all       
unclaimed funds and other assets which remain subject hereto. No interest shall 
accrue or be payable to any Certificateholder on any amount held in trust as a  
result of such Certificateholder's failure to surrender its Certificate(s) for  
final payment thereof in accordance with this Section 4.01(i).                  

Section 4.02      STATEMENTS TO CERTIFICATEHOLDERS.           

    On each Distribution Date the Trustee shall make available to each
Holder of a Certificate and to the Depositor, the Master Servicer and the Rating
Agencies, a statement based on information contained in the Remittance Report:  

                (i) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Certificates, separately 
identified, allocable to principal;                           

                 (ii) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Certificates allocable to
interest, separately identified;                              

                 (iii) the aggregate amount of servicing compensation received
     by the Master Servicer during the related Due Period and such other
       customary information as the Trustee deems necessary or desirable, or
which a Certificateholder reasonably requests, to enable      
Certificateholders to prepare their tax returns;              

             (iv) the aggregate amount of Advances for the related Due
Period;                                                       

83

EX-4.1
90th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 90th
              (v) the aggregate Stated Principal Balance of the Mortgage
      Loans at the close of business at the end of the related Due Period;

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

              (vii) the number and aggregate unpaid principal balance of
        Mortgage Loans (a) one month, two months or three months delinquent on
        a contractual basis, (b) as to which foreclosure proceedings have been
         commenced and (c) in bankruptcy as of the close of business on the last
day of the calendar month preceding such Distribution Date;   

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

              (ix) the book value of any REO Property as of the close of
       business on the last Business Day of the calendar month preceding the
       Distribution Date, and, cumulatively, the total number and cumulative
        principal balance of all REO Properties as of the close of business of
the last day of the preceding due period;                     

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

                (xi) the aggregate amount of Realized Losses incurred during
      the related Due Period and the cumulative amount of Realized Losses;

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

                (xiii) the Certificate Principal Balance or Notional Amount,
       as the case maybe, of each Class of Certificates, after giving effect
to the distributions made on such Distribution Date;          

                 (xiv) the aggregate amount of interest accrued at the related
 Pass-Through Rate with respect to each Class during the related
      Interest Accrual Period and the respective portions thereof, if any,
      remaining unpaid following the distributions made in respect of such
Certificates on such Distribution Date;                       

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

(xvi) the Available Distribution Amount;    

84

EX-4.1
91st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 91st
             (xvii) the aggregate Stated Principal Balance of Mortgage
      Loans purchased by the Master Servicer during the related Due Period
        and indicating the Section of this Agreement requiring or allowing the
purchase of each such Mortgage Loan; and                      

(xviii)  the Accrual Distribution Amount.   

       The Trustee will make the monthly statements described above (and, at
its option, any additional files containing the same information in an          
alternative format) available on each Distribution Date to Certificateholders,  
and other parties to the Pooling and Servicing Agreement via the Trustee's      
internet website and its fax-on-demand service. The Trustee's internet website  
shall initially be located at "www.sf.citidirect.com". Assistance in using the  
website can be obtained by calling the Trustee's customer service desk at (212) 
657-2186. Parties that are unable to use the above distribution options are     
entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Trustee shall have the right to  
change the way monthly statements are distributed in order to make such         
distribution more convenient and/or more accessible to the above parties and the
Trustee shall provide timely and adequate notification to all above parties     
regarding any such changes.                                                     

On each Distribution Date, the Trustee shall provide Bloomberg
Financial Markets, L.P. ("Bloomberg") CUSIP level information for each Class of 
Certificates as of such Distribution Date, using a format and media mutually    
acceptable to the Trustee and Bloomberg.                                        

    In addition, the Trustee will make available, as a convenience for
interested parties (and not in furtherance of the distribution of any related   
prospectus or prospectus supplement under the securities laws), this Agreement, 
the related prospectus and prospectus supplement via the Trustee's internet     
website.                                                                        

  The Trustee will make no representations or warranties as to the
accuracy of completeness of such documents and will assume no responsibility    
therefor.                                                                       

   In connection with providing access to the Trustee's website, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee
shall not be liable for the dissemination of information in accordance with this
Agreement which is not due to an error on the part of the Trustee with respect  
to such information.                                                            

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

         The Trustee shall provide to each Certificateholder any written reports
or other information required by the Code and regulations thereunder as from    
time to time are in force. In addition, upon written request, within a          
reasonable period of time after the end of each calendar year, the Trustee shall
prepare and forward, to each Person who at any time during the calendar year was
a Certificateholder, a statement containing the information set forth in        
subclauses (i) - (iii) above, aggregated for such calendar year or applicable   
portion thereof during which such person was a Certificateholder.               

85

EX-4.1
92nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 92nd
        Section 4.03      REMITTANCE REPORTS; ADVANCES BY THE MASTER SERVICER.

         (a) On the second Business Day following each Determination Date but in
no event less than five Business Days prior to the related Distribution Date,   
the Master Servicer shall deliver to the Trustee by telecopy (or by such other  
means as the Master Servicer and the Trustee may agree from time to time) a     
Remittance Report, and other data mutually agreed upon, with respect to the     
related Distribution Date. On the same date, the Master Servicer shall forward  
to the Trustee by overnight mail a computer readable magnetic tape or diskette  
or in such other medium as may be agreed between the Master Servicer and the    
Trustee containing the information set forth in such Remittance Report with     
respect to the related Distribution Date. The Master Servicer shall deliver or  
cause to be delivered to the Trustee in addition to the information provided on 
the Remittance Report, such other information reasonably available to it with   
respect to the Mortgage Loans as the Trustee may reasonably require to perform  
the calculations necessary to make the distributions contemplated by Section    
4.01 and 4.06 and to prepare the statements to Certificateholders contemplated  
by Section 4.02. The Master Servicer shall make a good faith effort to deliver  
any such additional information to the Trustee within two Business Days of any  
such request, provided that in no event shall the Master Servicer be required to
provide any such additional information to the Trustee to the extent the Trustee
makes such request prior to five Business Days prior to the Master Servicer     
Remittance Date. The Trustee shall not be responsible to recompute, recalculate 
or verify any information provided to it by the Master Servicer.                

      (b) The amount of Advances to be made by the Master Servicer for any
Distribution Date shall equal the sum of (i) the aggregate amount of Monthly    
Payments (net of the related Servicing Fee), due during the related Due Period  
in respect of the Mortgage Loans, which Monthly Payments were delinquent on a   
contractual basis as of the close of business on the related Determination Date 
and (ii) with respect to each REO Property, which REO Property was acquired     
during or prior to the related Due Period and as to which REO Property an REO   
Disposition did not occur during the related Due Period, an amount equal to the 
excess, if any, of the REO Imputed Interest on such REO Property for the most   
recently ended calendar month, over the net income from such REO Property       
transferred to the Distribution Account pursuant to Section 4.01 for            
distribution on such Distribution Date, less amounts held for future            
distributions..                                                                 

   Before the close of business New York time on the Master Servicer
Remittance Date, the Master Servicer shall remit in immediately available funds 
to the Trustee for deposit in the Distribution Account an amount equal to the   
aggregate amount of Advances, if any, to be made in respect of the Mortgage     
Loans and REO Properties for the related Distribution Date either (i) from its  
own funds or (ii) from the Collection Account, to the extent of funds held      
therein for future distribution (in which case it will cause to be made an      
appropriate entry in the records of Collection Account that amounts held for    
future distribution have been, as permitted by this Section 4.03, used by the   
Master Servicer in discharge of any such Advance) or (iii) in the form of any   
combination of (i) and (ii) aggregating the total amount of Advances to be made 
by the Master Servicer with respect to the Mortgage Loans and REO Properties.   
Any amounts held for future distribution and so used shall be appropriately     
reflected in the Master Servicer's records and replaced by the Master Servicer  
by deposit in the Collection Account on or before any future Master Servicer    
Remittance Date to the extent that the Available Distribution Amount for the    
related Distribution Date (determined without regard to Advances to be made on  
the Master Servicer Remittance Date) shall be less than the total               

86

EX-4.1
93rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 93rd
amount that would be distributed to the Classes of Certificateholders pursuant  
to Section 4.01 on such Distribution Date if such amounts held for future       
distributions had not been so used to make Advances. The Trustee will provide   
notice to the Master Servicer by telecopy on any Master Servicer Remittance Date
or within one Business Day in the event that the amount remitted by the Master  
Servicer to the Trustee on such date is less than the Advances required to be   
made by the Master Servicer for the related Distribution Date, less amounts held
for future distributions, as set forth in the related Remittance Report.        

    (c) The obligation of the Master Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to 
(d) below, and, with respect to any Mortgage Loan, shall continue until the     
Mortgage Loan is paid in full or until the recovery of all Liquidation Proceeds 
thereon; provided, however, that such obligation will cease if title to the     
Mortgaged Property is acquired by the Trust Fund in foreclosure or by deed in   
lieu of foreclosure.                                                            

       (d) Notwithstanding anything herein to the contrary, no Advance shall
be required to be made hereunder by the Master Servicer if such Advance would,  
if made, constitute a Nonrecoverable Advance. The determination by the Master   
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by an    
Officers' Certificate of the Master Servicer delivered to the Depositor and the 
Trustee.                                                                        

Section 4.04      ALLOCATION OF REALIZED LOSSES.              

      Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash        
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss 
shall be evidenced by an Officers' Certificate. All Realized Losses, other than 
Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or 
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-6     
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-5 Certificates until the Certificate Principal     
Balance thereof has been reduced to zero; third, to the Class B-4 Certificates  
until the Certificate Principal Balance thereof has been reduced to zero;       
fourth, to the Class B-3 Certificates until the Certificate Principal Balance   
thereof has been reduced to zero; fifth, to the Class B-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the   
Class B-1 Certificates until the Certificate Principal Balance thereof has been 
reduced to zero; and thereafter, if any such Realized Losses are on a Class P   
Mortgage Loan, to the Class P Certificates in an amount equal to the Class P    
Fraction of the principal portion thereof, and the remainder of such Realized   
Losses on the Class P Mortgage Loans and the entire amount of such Realized     
Losses on Premium Rate Mortgage Loans will be allocated among all the Senior    
Certificates (other than the Class P Certificates) on a pro rata basis, as      
described below. Any Excess Special Hazard Losses, Excess Bankruptcy Losses,    
Excess Fraud Losses, Extraordinary Losses on Premium Rate Mortgage Loans will be
allocated among the Senior Certificates (other than the Class P Certificates)   
and Subordinate Certificates, on a pro rata basis, as described below. The      
principal portion of such Realized Losses on the Class P Mortgage Loans will be 
allocated to the Class P Certificates in an amount equal to the Class P Fraction
thereof and the remainder of such Realized Losses on the Class P Mortgage Loans 
and the entire amount of such Realized Losses on Premium Rate Mortgage Loans    

87

EX-4.1
94th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 94th
will be allocated among the Senior Certificates (other than the Class P         
Certificates) and Subordinate Certificates, on a pro rata basis, as described   
below.                                                                          

        As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of       
Certificates on the basis of their then outstanding Certificate Principal       
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the    
Monthly Interest Distributable Amount thereon payable on such Distribution Date 
(without regard to any Compensating Interest for such Distribution Date) in the 
case of an interest portion of a Realized Loss. Any allocation of the principal 
portion of Realized Losses (other than Debt Service Reductions) to the Class B  
Certificates then outstanding with the highest numerical designation shall be   
made by operation of the definition of "Certificate Principal Balance" and by   
operation of the provisions of Section 4.01. Allocations of the interest        
portions of Realized Losses shall be made by operation of the definition of     
"Monthly Interest Distributable Amount" and by operation of the provisions of   
Section 4.01. Allocations of the principal portion of Debt Service Reductions   
shall be made by operation of the provisions of Section 4.01. All Realized      
Losses and all other losses allocated to a Class of Certificates hereunder will 
be allocated among the Certificates of such Class in proportion to the          
Percentage Interests evidenced thereby.                                         

 Section 4.05      INFORMATION REPORTS TO BE FILED BY THE MASTER
SERVICER.                 

         The Master Servicer or the Sub-Servicers shall file information reports
with respect to the receipt of mortgage interest received in a trade or         
business, foreclosures and abandonments of any Mortgaged Property and the       
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required by Sections 6050H, 60507 and 6050P of the    
Code, respectively, and deliver to the Trustee an Officers' Certificate stating 
that such reports have been filed. Such reports shall be in form and substance  
sufficient to meet the reporting requirements imposed by such Sections 6050H,   
60507 and 6050P of the Code.                                                    

Section 4.06      COMPLIANCE WITH WITHHOLDING REQUIREMENTS.   

    Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to   
Certificateholders of interest or original issue discount on the Mortgage Loans,
that the Trustee reasonably believes are applicable under the Code. The consent 
of Certificateholders shall not be required for such withholding. In the event  
the Trustee withholds any amount from interest or original issue discount       
payments or advances thereof to any Certificateholder pursuant to federal       
withholding requirements, the Trustee shall, together with its monthly report to
such Certificateholders pursuant to Section 4.03 hereof, indicate such amount   
withheld.                                                                       

88

EX-4.1
95th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 95th
Section 4.07      [RESERVED].                                 

Section 4.08      LIMITED PURPOSE SURETY BOND.                

         If a Required Surety Payment is payable pursuant to the Limited Purpose
Surety Bond with respect to any Additional Collateral Mortgage Loans, as        
determined by the Master Servicer and the Additional Collateral Servicer, the   
Master Servicer shall so notify the Trustee as soon as reasonably practicable   
and the Trustee shall promptly complete the notice in the form of Attachment 1  
to the Limited Purpose Surety Bond and shall promptly submit such notice to the 
surety as a claim for a Required Surety Payment. The Master Servicer shall upon 
request assist the Trustee in completing such notice and shall provide any      
information requested by the Trustee in connection therewith.                   

        Upon receipt of a Required Surety Payment from the surety on behalf of
the Certificateholders, the Trustee shall deposit such Required Surety Payment  
in the Distribution Account and shall distribute such Required Surety Payment,  
or the proceeds thereof, in accordance with the provisions of Section 4.01.     

       The Trustee shall (i) receive as attorney-in-fact of each Holder of a
Certificate any Required Surety Payment from the surety and (ii) disburse the   
same to the Holders of such Certificates as set forth in Section 4.01.          

89

EX-4.1
96th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 96th
 ARTICLE V

THE CERTIFICATES

Section 5.01      THE CERTIFICATES.                           

         Each of the Class A, Class P, Class X, Class B and Class R Certificates
shall be substantially in the forms annexed hereto as exhibits, and shall, on   
original issue, be executed, authenticated and delivered by the Trustee to or   
upon the receipt of a Written Order to Authenticate from the Depositor          
concurrently with the sale and assignment to the Trustee of the Trust Fund. Each
Class of the Certificates (other than the Class R Certificates) shall be        
initially evidenced by one or more Certificates representing a Percentage       
Interest with a minimum dollar denomination of $25,000 and integral dollar      
multiples of $1 in excess thereof. The Residual Certificates will be issued in  
registered, certificated form in minimum denominations of a 20% Percentage      
Interest. Provided however, that one Certificate of each such Class of          
Certificates may be in a different denomination so that the sum of the          
denominations of all outstanding Certificates of such Class shall equal the     
Certificate Principal Balance or Class Certificate Notional Amount of such Class
on the Closing Date.                                                            

        The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature on behalf of the Trustee by a Responsible Officer.          
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of  
the Trustee shall bind the Trust, notwithstanding that such individuals or any  
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such           
Certificate. No Certificate shall be entitled to any benefit under this         
Agreement or be valid for any purpose, unless such Certificate shall have been  
manually authenticated by the Trustee substantially in the form provided for    
herein, and such authentication upon any Certificate shall be conclusive        
evidence, and the only evidence, that such Certificate has been duly            
authenticated and delivered hereunder. All Certificates shall be dated the date 
of their authentication. Subject to Section 5.02(c), the Certificates, other    
than the Class P Certificates and Class R Certificates, shall be Book-Entry     
Certificates.                                                                   

Section 5.02      REGISTRATION OF TRANSFER AND EXCHANGE OF    
CERTIFICATES.             

       (a) The Certificate Registrar shall cause to be kept at the Corporate
Trust Office a Certificate Register in which, subject to such reasonable        
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as  
herein provided. The Trustee shall initially serve as Certificate Registrar for 
the purpose of registering Certificates and transfers and exchanges of          
Certificates as herein provided.                                                

       Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose       
pursuant to the foregoing paragraph and, in the case of a Class R Certificate,  
upon satisfaction of the conditions set forth below, the Trustee on behalf of   
the Trust shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same aggregate   
Percentage Interest.                                                            

90

EX-4.1
97th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 97th
        At the option of the Certificateholders, Certificates may be exchanged
for other Certificates in authorized denominations and the same aggregate       
Percentage Interests, upon surrender of the Certificates to be exchanged at any 
such office or agency. Whenever any Certificates are so surrendered for         
exchange, the Trustee shall execute on behalf of the Trust and authenticate and 
deliver the Certificates which the Certificateholder making the exchange is     
entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall (if so required by the Trustee or the Certificate 
Registrar) be duly endorsed by, or be accompanied by a written instrument of    
transfer satisfactory to the Trustee and the Certificate Registrar duly executed
by, the Holder thereof or his attorney duly authorized in writing.              

(b) Except as provided in paragraph (c) below, the Book-Entry 
Certificates shall at all times remain registered in the name of the Depository 
or its nominee and at all times: (i) registration of such Certificates may not  
be transferred by the Trustee except to another Depository; (ii) the Depository 
shall maintain book-entry records with respect to the Certificate Owners and    
with respect to ownership and transfers of such Certificates; (iii) ownership   
and transfers of registration of such Certificates on the books of the          
Depository shall be governed by applicable rules established by the Depository; 
(iv) the Depository may collect its usual and customary fees, charges and       
expenses from its Depository Participants; (v) the Trustee shall for all        
purposes deal with the Depository as representative of the Certificate Owners of
the Certificates for purposes of exercising the rights of Holders under this    
Agreement, and requests and directions for and votes of such representative     
shall not be deemed to be inconsistent if they are made with respect to         
different Certificate Owners; (vi) the Trustee may rely and shall be fully      
protected in relying upon information furnished by the Depository with respect  
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and Persons shown on the books of such  
indirect participating firms as direct or indirect Certificate Owners; and (vii)
the direct participants of the Depository shall have no rights under this       
Agreement under or with respect to any of the Certificates held on their behalf 
by the Depository, and the Depository may be treated by the Trustee and its     
agents, employees, officers and directors as the absolute owner of the          
Certificates for all purposes whatsoever.                                       

         All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owners. Each Depository         
Participant shall only transfer Book-Entry Certificates of Certificate Owners   
that it represents or of brokerage firms for which it acts as agent in          
accordance with the Depository's normal procedures. The parties hereto are      
hereby authorized to execute a Letter of Representations with the Depository or 
take such other action as may be necessary or desirable to register a Book-Entry
Certificate to the Depository. In the event of any conflict between the terms of
any such Letter of Representation and this Agreement, the terms of this         
Agreement shall control.                                                        

      (c) If (i)(x) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly  
its responsibilities as Depository and (y) the Trustee or the Depositor is      
unable to locate a qualified successor, (ii) the Depositor, at its sole option, 
with the consent of the Trustee, elects to terminate the book-entry system      
through the Depository or (iii) after the occurrence of a Master Servicer Event 
of Termination, the Certificate Owners of each Class of Book-Entry Certificates 
representing Percentage Interests of such Classes aggregating not less than 51 %
advises the Trustee and the Depository Participants in writing that             

91

EX-4.1
98th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 98th
the continuation of a book-entry system through the Depository to the exclusion 
of definitive, fully registered certificates (the "Definitive Certificates") to 
Certificate Owners is no longer in the best interests of the Certificate Owners.
Upon surrender to the Certificate Registrar of the Book-Entry Certificates by   
the Depository, accompanied by registration instructions from the Depository for
registration, the Trustee shall, at the Depositor's expense, in the case of (ii)
above, or the related Seller's expense, in the case of (i) and (iii) above,     
execute on behalf of the Trust and authenticate the Definitive Certificates.    
Neither the Depositor nor the Trustee shall be liable for any delay in delivery 
of such instructions and may conclusively rely on, and shall be protected in    
relying on, such instructions. Upon the issuance of Definitive Certificates, the
Trustee, the Certificate Registrar, the Master Servicer, any Paying Agent and   
the Depositor shall recognize the Holders of the Definitive Certificates as     
Certificateholders hereunder.                                                   

(d) Except with respect to the initial transfer of the Private
Certificates by the Depositor, no transfer, sale, pledge or other disposition of
any Private Certificate shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933  
Act"), and any applicable state securities laws or is made in accordance with   
the 1933 Act and laws. In the event of any such transfer, (i) if such transfer  
is made in reliance upon Rule 144A under the 1933 Act, the Trustee shall require
the transferee to execute an investment letter in substantially the form        
attached hereto as Exhibit F-1, or (ii) (A) the Trustee shall require the       
transferor to execute a transferor certificate (in substantially the form       
attached hereto as Exhibit F-2) and the transferee to execute an investment     
letter (in substantially the form attached hereto as Exhibit F-3) acceptable to 
and in form and substance reasonably satisfactory to the Depositor and the      
Trustee certifying to the Depositor and the Trustee the facts surrounding such  
transfer, which investment letter shall not be an expense of the Trustee or the 
Depositor and (B) the Trustee and the Depositor shall require a written Opinion 
of Counsel (which may be in-house counsel) acceptable to and in form and        
substance reasonably satisfactory to the Trustee and the Depositor that such    
transfer may be made pursuant to an exemption, describing the applicable        
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or
the Depositor. The Holder of a Private Certificate desiring to effect such      
transfer shall, and does hereby agree to, indemnify the Trustee and the         
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.                  

         No transfer of an ERISA-Restricted Certificate shall be made unless the
Trustee shall have received (i) a representation from the transferee of such    
Certificate, acceptable to and in form and substance satisfactory to the Trustee
and the Depositor, (such requirement is satisfied only by the Trustee's receipt 
of a representation letter from the transferee substantially in the form of     
Exhibit G hereto, as appropriate), to the effect that either (a) such transferee
is not an employee benefit plan or arrangement subject to Section 406 of ERISA  
or a plan subject to Section 4975 of the Code, nor a person acting on behalf of 
any such plan or arrangement nor using the assets of any such plan or           
arrangement to effect such transfer or (b) the purchase of such ERISA-Restricted
Certificate by or on behalf of such Plan is permissible under applicable law,   
will not constitute or result in a non- exempt prohibited transaction under     
ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee  
or the Master Servicer to any obligation in addition to those undertaken in the 
Agreement and the following conditions are satisfied: (I) the transferee is an  
insurance company, (II) the source of funds used to purchase such Certificates  
is an "insurance company general account"                                       

92

EX-4.1
99th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 99th
(as such term is defined in Prohibited Transaction Class Exemption ("PTCE")     
95-60) and (III) the conditions set forth in Sections I and III of PTCE 95-60   
have been satisfied or (ii) in the case of any such ERISA-Restricted Certificate
presented for registration in the name of an employee benefit plan subject to   
ERISA or a plan or arrangement subject to Section 4975 of the Code (or          
comparable provisions of any subsequent enactments), or a trustee of any such   
plan or any other person acting on behalf of any such plan or arrangement or    
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to
the Trustee which Opinion of Counsel shall not be an expense of either the      
Trustee or the Trust, addressed to the Trustee, to the effect that the purchase 
or holding of such ERISA-Restricted Certificate will not result in the assets of
the Trust being deemed to be "plan assets" and subject to the prohibited        
transaction provisions of ERISA and the Code and will not subject the Trustee,  
the Master Servicer or the Depositor to any obligation in addition to those     
expressly undertaken in this Agreement or to any liability. Notwithstanding     
anything else to the contrary herein, any purported transfer of an              
ERISA-Restricted Certificate to or on behalf of an employee benefit plan subject
to ERISA or to the Code without the delivery to the Trustee of either a         
representation in the form of Exhibit G hereto or an Opinion of Counsel         
satisfactory to the Trustee as described above shall be void and of no effect.  

        If any Book-Entry Certificate (or any interest therein) is acquired or
held in violation of the provisions of Section 5.02(d) above, then the last     
preceding Transferee that either (i) is not a Plan Investor or (ii) is not in   
compliance with (b) of the immediately preceding paragraph shall be restored, to
the extent permitted by law, to all rights and obligations as Certificate Owner 
thereof retroactive to the date of such Transfer of such Certificate. The       
Trustee shall be under no liability to any Person for making any payments due on
such Certificate to such preceding Transferee.                                  

     Any purported Certificate Owner whose acquisition or holding of any
Book-Entry Certificate (or interest therein) was effected in violation of the   
restrictions in this Section 5.02(d) shall indemnify and hold harmless the      
Depositor, the Trustee, the Master Servicer and the Trust Fund from and against 
any and all liabilities, claims, costs or expenses incurred by such parties as a
result of such acquisition or holding.                                          

         Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership  
Interest to have agreed to be bound by the following provisions and to have     
irrevocably appointed the Depositor or its designee as its attorney-in-fact to  
negotiate the terms of any mandatory sale under clause (v) below and to execute 
all instruments of transfer and to do all other things necessary in connection  
with any such sale, and the rights of each Person acquiring any Ownership       
Interest in a Class R Certificate are expressly subject to the following        
provisions:                                                                     

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

                 (ii) No Person shall acquire an Ownership Interest in a Class
      R Certificate unless such Ownership Interest is a pro rata undivided
interest.                                                     

93

EX-4.1
100th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 100th
         (iii) In connection with any proposed transfer of any
     Ownership Interest in a Class R Certificate, the Trustee shall as a
       condition to registration of the transfer, require delivery to it, in
  form and substance satisfactory to it, of each of the following:

                       A. an affidavit in the form of Exhibit F-4 hereto
        from the proposed transferee to the effect that such
           transferee is a Permitted Transferee and that it is not
               acquiring its Ownership Interest in the Class R Certificate
              that is the subject of the proposed transfer as a nominee,
          trustee or agent for any Person who is not a Permitted
Transferee; and                             

                          B. covenant of the proposed transferee to the effect
             that the proposed transferee agrees to be bound by and to
                abide by the transfer restrictions applicable to the Class R
Certificates.                               

             (iv) Any attempted or purported transfer of any Ownership
     Interest in a Class R Certificate in violation of the provisions of
         this Section shall be absolutely null and void and shall vest no rights
    in the purported transferee. If any purported transferee shall, in
         violation of the provisions of this Section, become a Holder of a Class
       R Certificate, then the prior Holder of such Class R Certificate that
       is a Permitted Transferee shall, upon discovery that the registration
      of transfer of such Class R Certificate was not in fact permitted by
       this Section, be restored to all rights as Holder thereof retroactive
      to the date of registration of transfer of such Class R Certificate.
The Trustee shall be under no liability to any Person for any 
       registration of transfer of a Class R Certificate that is in fact not
        permitted by this Section or for malting any distributions due on such
       Class R Certificate to the Holder thereof or tatting any other action
       with respect to such Holder under the provisions of this Agreement so
       long as the Trustee received the documents specified in clause (iii).
       The Trustee shall be entitled to recover from any Holder of a Class R
     Certificate that was in fact not a Permitted Transferee at the time
     such distributions were made all distributions made on such Class R
       Certificate. Any such distributions so recovered by the Trustee shall
         be distributed and delivered by the Trustee to the prior Holder of such
Class R Certificate that is a Permitted Transferee.           

                (v) If any Person other than a Permitted Transferee acquires
     any Ownership Interest in a Class R Certificate in violation of the
         restrictions in this Section, then the Trustee shall have the right but
  not the obligation, without notice to the Holder of such Class R
       Certificate or any other Person having an Ownership Interest therein,
 to notify the Depositor to arrange for the sale of such Class R
       Certificate. The proceeds of such sale, net of commissions (which may
   include commissions payable to the Depositor or its affiliates in
     connection with such sale), expenses and taxes due, if any, will be
remitted by the Trustee to the previous Holder of such Class R
      Certificate that is a Permitted Transferee, except that in the event
         that the Trustee determines that the Holder of such Class R Certificate
  may be liable for any amount due under this Section or any other
        provisions of this Agreement, the Trustee may withhold a corresponding
       amount from such remittance as security for such claim. The terms and
         conditions of any sale under this clause (v) shall be determined in the
         sole discretion of the Trustee and it shall not be liable to any Person
      having an Ownership Interest in a Class R Certificate as a result of
its exercise of such discretion.                              

94

EX-4.1
101st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 101st
                 (vi) If any Person other than a Permitted Transferee acquires
     any Ownership Interest in a Class R Certificate in violation of the
restrictions in this Section, then the Trustee upon receipt of
       reasonable compensation will provide to the Internal Revenue Service,
    and to the persons specified in Sections 860E(e)(3) and (6) of the
   Code, information needed to compute the tax imposed under Section
860E(e)(5) of the Code on transfers of residual interests to  
disqualified organizations.                                   

The foregoing provisions of this Section shall cease to apply to transfers      
occurring on or after the date on which there shall have been delivered to the  
Trustee, in form and substance satisfactory to the Trustee, (i) written         
notification from each Rating Agency that the removal of the restrictions on    
Transfer set forth in this Section will not cause such Rating Agency to         
downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the  
effect that such removal will not cause any REMIC hereunder to fail to qualify  
as a REMIC.                                                                     

         (e) No service charge shall be made for any registration of transfer or
exchange of Certificates of any Class, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be 
imposed in connection with any transfer or exchange of Certificates.            

       All Certificates surrendered for registration of transfer or exchange
shall be cancelled by the Certificate Registrar and disposed of pursuant to its 
standard procedures.                                                            

      Section 5.03      MUTILATED. DESTROYED. LOST OR STOLEN CERTIFICATES.

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

Section 5.04      PERSONS DEEMED OWNERS.                      

  The Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Certificate Registrar, any Paying Agent or the Trustee may treat the Person,
including a Depository, in whose name any Certificate is registered as the owner
of such Certificate for the purpose of receiving distributions pursuant to      
Section 4.01                                                                    

95

EX-4.1
102nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 102nd
and for all other purposes whatsoever, and none of the Master Servicer, the     
Trust, the Trustee nor any agent of any of them shall be affected by notice to  
the contrary.                                                                   

         To the extent the Trustee, Certificate Registrar or any Paying Agent is
required pursuant to this Agreement to determine the identity of the beneficial 
owner of a Book-Entry Certificate, any costs assessed by the Depository in      
making such determination shall be an expense of the party making such request, 
but in no event shall such cost be an expense of the Trust Fund.                

Section 5.05      APPOINTMENT OF PAYING AGENT.                

     (a) The Paying Agent shall make distributions to Certificateholders
from the Distribution Account pursuant to Section 4.01 and shall report the     
amounts of such distributions to the Trustee. The duties of the Paying Agent may
include the obligation (i) to withdraw funds from the Distribution Account      
pursuant to Sections 3.10 and 3.11 and for the purpose of making the            
distributions referred to above and (ii) to distribute statements and provide   
information to Certificateholders as required hereunder. The Paying Agent       
hereunder shall at all times be an entity duly incorporated and validly existing
under the laws of the United States of America or any state thereof, authorized 
under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities. The Paying Agent shall initially be
the Trustee. The Trustee may appoint a successor to act as Paying Agent, which  
appointment shall be reasonably satisfactory to the Depositor and the Rating    
Agencies.                                                                       

 (b) The Trustee shall cause the Paying Agent (if other than the
Trustee) to execute and deliver to the Trustee an instrument in which such      
Paying Agent shall agree with the Trustee that such Paying Agent shall hold all 
sums, if any, held by it for payment to the Certificateholders in trust for the 
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders and shall agree that it shall comply with all        
requirements of the Code regarding the withholding of payments in respect of    
Federal income taxes due from Certificate Owners and otherwise comply with the  
provisions of this Agreement applicable to it.                                  

96

EX-4.1
103rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 103rd
ARTICLE VI

 THE MASTER SERVICER AND THE DEPOSITOR

       Section 6.01      LIABILITY OF THE MASTER SERVICER AND THE DEPOSITOR.

        The Master Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the Master
Servicer, as the case may be, herein. The Depositor shall be liable in          
accordance herewith only to the extent of the obligations specifically imposed  
upon and undertaken by the Depositor.                                           

   Section 6.02      MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE
                          OBLIGATIONS OF THE MASTER SERVICER OR THE DEPOSITOR.

         Any entity into which the Master Servicer or Depositor may be merged or
consolidated, or any entity resulting from any merger, conversion or            
consolidation to which the Master Servicer or the Depositor shall be a party, or
any corporation succeeding to the business of the Master Servicer or the        
Depositor, shall be the successor of the Master Servicer or the Depositor, as   
the case may be, hereunder, without the execution or filing of any paper or any 
further act on the part of any of the parties hereto, anything herein to the    
contrary notwithstanding; provided, however, that the successor master servicer 
shall satisfy all the requirements of Section 7.02 with respect to the          
qualifications of a successor master servicer.                                  

      Section 6.03      LIMITATION ON LIABILITY OF THE MASTER SERVICER AND
OTHERS.                   

     Neither the Master Servicer nor any of the directors or officers or
employees or agents of the Master Servicer shall be under any liability to the  
Trust or the Certificateholders for any action taken or for refraining from the 
taking of any action by the Master Servicer in good faith pursuant to this      
Agreement, or for errors in judgment; provided, however, that this provision    
shall not protect the Master Servicer or any such Person against any liability  
which would otherwise be imposed by reason of its willful misfeasance, bad faith
or negligence in the performance of duties of the Master Servicer or by reason  
of its reckless disregard of its obligations and duties of the Master Servicer  
hereunder; provided, further, that this provision shall not be construed to     
entitle the Master Servicer to indemnity in the event that amounts advanced by  
the Master Servicer to retire any senior lien exceed Liquidation Proceeds (in   
excess of related liquidation expenses) realized with respect to the related    
Mortgage Loan. The Master Servicer and any director or officer or employee or   
agent of the Master Servicer may rely in good faith on any document of any kind 
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Master Servicer and any director or officer or employee  
or agent of the Master Servicer shall be indemnified by the Trust and held      
harmless against any loss, liability or expense incurred in connection with any 
legal action relating to this Agreement or the Certificates, other than any     
loss, liability or expense related to any specific Mortgage Loan or Mortgage    
Loans (except as any such loss, liability or expense shall be otherwise         
reimbursable pursuant to this Agreement) and any loss, liability or expense     
incurred by reason of its willful misfeasance, bad faith or negligence in the   
performance of duties hereunder or by reason of its reckless disregard of       
obligations and duties hereunder. The Master Servicer may undertake any such    
action which it may deem necessary or desirable in respect of this Agreement,   

97

EX-4.1
104th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 104th
and the rights and duties of the parties hereto and the interests of the        
Certificateholders hereunder. In such event, the reasonable legal expenses and  
costs of such action and any liability resulting therefrom shall be expenses,   
costs and liabilities of the Trust and the Master Servicer shall be entitled to 
be reimbursed therefor only pursuant to Section 3.11. The Master Servicer's     
right to indemnity or reimbursement pursuant to this Section shall survive any  
resignation or termination of the Master Servicer pursuant to Section 6.04 or   
7.01 with respect to any losses, expenses, costs or liabilities arising prior to
such resignation or termination (or arising from events that occurred prior to  
such resignation or termination). This paragraph shall apply to the Master      
Servicer solely in its capacity as Master Servicer hereunder and in no other    
capacities.                                                                     

Section 6.04      MASTER SERVICER NOT TO RESIGN.              

        Subject to the provisions of Section 7.01 and Section 6.02, the Master
Servicer shall not resign from the obligations and duties hereby imposed on it  
except (i) upon determination that the performance of its obligations or duties 
hereunder are no longer permissible under applicable law or are in material     
conflict by reason of applicable law with any other activities carried on by it 
or its subsidiaries or Affiliates, the other activities of the Master Servicer  
so causing such a conflict being of a type and nature carried on by the Master  
Servicer or its subsidiaries or Affiliates at the date of this Agreement or (ii)
upon satisfaction of the following conditions: (a) the Master Servicer has      
proposed a successor master servicer to the Trustee in writing and such proposed
successor master servicer is reasonably acceptable to the Trustee; and (b) each 
Rating Agency shall have delivered a letter to the Trustee prior to the         
appointment of the successor master servicer stating that the proposed          
appointment of such successor master servicer as Master Servicer hereunder will 
not result in the reduction or withdrawal of the then current rating of the     
Regular Certificates or the ratings that are in effect; provide , however, that 
no such resignation by the Master Servicer shall become effective until such    
successor master servicer or, in the case of (i) above, the Trustee shall have  
assumed the Master Servicer's responsibilities and obligations hereunder or the 
Trustee shall have designated a successor master servicer in accordance with    
Section 7.02. Any such resignation shall not relieve the Master Servicer of     
responsibility for any of the obligations specified in Sections 7.01 and 7.02 as
obligations that survive the resignation or termination of the Master Servicer. 
Any such determination permitting the resignation of the Master Servicer shall  
be evidenced by an Opinion of Counsel to such effect delivered to the Trustee.  

Section 6.05      DELEGATION OF DUTIES.                       

         In the ordinary course of business, the Master Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its        
Affiliates, who agrees to conduct such duties in accordance with standards      
comparable to those set forth in Section 3.01, including entering into Sub-     
Servicing Agreements with Sub-Servicers, for the servicing and administration of
the Mortgage Loans, in accordance with the provisions of Section 3.02. Such     
delegation shall not relieve the Master Servicer of its liabilities and         
responsibilities with respect to such duties and shall not constitute a         
resignation within the meaning of Section 6.04. The Master Servicer shall       
provide the Trustee and the Rating Agencies with 60 days prior written notice   
prior to the delegation of any of its duties to any Person other than any of the
Master Servicer's Affiliates or their respective successors and assigns.        

98

EX-4.1
105th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 105th
 ARTICLE VII

 DEFAULT

Section 7.01      MASTER SERVICER EVENTS OF TERMINATION.      

    (a) If any one of the following events ("Master Servicer Events of
Termination' ) shall occur and be continuing:                                   

                  (i) (A) The failure by the Master Servicer to make any Advance
        (other than a Nonrecoverable Advance); or (B) any other failure by the
      Master Servicer to deposit in the Collection Account or Distribution
 Account any deposit required to be made under the terms of this
       Agreement which continues unremedied for a period of (i) one Business
         Day in the case of any such Advance that was required to be remitted to
        the Trustee or (ii) five Business Days in the case of any such deposit
         that was required to be remitted to the Trustee, provided, that, if the
        Master Servicer cures such failure within the applicable grace period,
the amounts remitted shall include interest calculated at the 
applicable federal funds rate; or                             

              (ii) The failure by the Master Servicer duly to observe or
       perform, in any material respect, any other covenants, obligations or
         agreements of the Master Servicer as set forth in this Agreement, which
      failure continues unremedied for a period of 30 days, after the date
       (A) on which written notice of such failure, requiring the same to be
       remedied, shall have been given to the Master Servicer by the Trustee
      or by any Holder of a Regular Certificate evidencing at least 25% of
the Voting Rights or (B) actual knowledge of such failure by a
Servicing Officer of the Master Servicer; or                  

              (iii) The entry against the Master Servicer of a decree or
         order by a court or agency or supervisory authority having jurisdiction
         in the premises for the appointment of a trustee, conservator, receiver
 or liquidator in any insolvency, conservatorship, receivership,
        readjustment of debt, marshalling of assets and liabilities or similar
       proceedings, or for the winding up or liquidation of its affairs, and
        the continuance of any such decree or order unstayed and in effect for
a period of 60 days; or                                       

      (iv) The Master Servicer shall voluntarily go into
         liquidation, consent to the appointment of a conservator or receiver or
       liquidator or similar person in any insolvency, readjustment of debt,
    marshalling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or of or relating to all or   
       substantially all of its property; or a decree or order of a court or
         agency or supervisory authority having jurisdiction in the premises for
   the appointment of a conservator, receiver, liquidator or similar
       person in any insolvency, readjustment of debt, marshalling of assets
  and liabilities or similar proceedings, or for the winding-up or
        liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
    undischarged, unbonded or unstayed for a period of 60 days; or the
       Master Servicer shall admit in writing its inability to pay its debts
        generally as they become due, file a petition to take advantage of any
         applicable insolvency or reorganization statute, make an assignment for
    the benefit of its creditors or voluntarily suspend payment of its
obligations;                                                  

99

EX-4.1
106th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 106th
         (b) then, and in each and every such case, so long as a Master Servicer
Event of Termination shall not have been remedied within the applicable grace   
period, (x) with respect solely to clause (i)(A) above, if such Advance is not  
made by 2:00 P.M., New York time, on the Business Day immediately following the 
Master Servicer Remittance Date, the Trustee shall terminate all of the rights  
and obligations of the Master Servicer under this Agreement and the Trustee, or 
a successor master servicer appointed in accordance with Section 7.02, shall    
immediately make such Advance and assume, pursuant to the terms of Section 7.02,
the duties of a successor master servicer and (y) in the case of (i)(B), (ii),  
(iii) and (iv) above, the Trustee shall, at the direction of the Holders of each
Class of Regular Certificates evidencing Percentage Interests aggregating not   
less than 51%, by notice then given in writing to the Master Servicer (and to   
the Trustee if given by Holders of Certificates), terminate all of the rights   
and obligations of the Master Servicer as servicer under this Agreement, to the 
extent permitted by law, and in and to the Mortgage Loans and the proceeds      
thereof. Any such notice to the Master Servicer shall also be given to each     
Rating Agency and the Depositor. On or after the receipt by the Master Servicer 
(and by the Trustee if such notice is given by the Holders) of such written     
notice, all authority and power of the Master Servicer under this Agreement,    
whether with respect to the Certificates or the Mortgage Loans or otherwise,    
shall pass to and be vested in the Trustee or duly appointed successor master   
servicer pursuant to and under this Section; and, without limitation, the       
Trustee or duly appointed successor master servicer is hereby authorized and    
empowered to execute and deliver, on behalf of the Master Servicer, as          
attorney-in-fact or otherwise, any and all documents and other instruments, and 
to do or accomplish all other acts or things necessary or appropriate to effect 
the purposes of such notice of termination, whether to complete the transfer and
endorsement of each Mortgage Loan and Related Documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee (or the applicable successor      
master servicer) in effecting the termination of the responsibilities and rights
of the Master Servicer hereunder, including, without limitation, the delivery to
the Trustee of all documents and records requested by it to enable it to assume 
the Master Servicer's functions under this Agreement within ten Business Days   
subsequent to such notice, the transfer within one Business Day subsequent to   
such notice to the Trustee (or the applicable successor master servicer) for the
administration by it of all cash amounts that shall at the time be held by the  
Master Servicer and to be deposited by it in the Collection Account, the        
Distribution Account, any REO Account or any Servicing Account or that have been
deposited by the Master Servicer in such accounts or thereafter received by the 
Master Servicer with respect to the Mortgage Loans or any REO Property received 
by the Master Servicer. All Transition Costs incurred in connection with        
transferring the Mortgage Files to the successor master servicer and amending   
this Agreement to reflect such succession as Master Servicer pursuant to this   
Section shall be paid by the predecessor Master Servicer (or if the predecessor 
Master Servicer is the Trustee, the initial Master Servicer) or by the Trust    
pursuant to Section 3.11(b)(iv) herein if the Master Servicer does not fulfill  
its obligations hereunder within 45 days of presentation of reasonable          
documentation of such costs and expenses. For purposes of this Section 7.01, the
Trustee shall not be deemed to have knowledge of a Master Servicer Event of     
Termination unless a Responsible Officer of the Trustee assigned to and working 
in the Trustee's Corporate Trust Office has actual knowledge thereof or unless  
written notice of any event which is in fact such a Master Servicer Event of    
Termination is received by the Trustee and such notice references the           
Certificates, the Trust Fund or this Agreement.                                 

 100

EX-4.1
107th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 107th
Section 7.02      TRUSTEE TO ACT: APPOINTMENT OF SUCCESSOR.   

         (a) Within 90 days of the time the Master Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to     
Section 7.01 or 6.04, the Trustee (or such other successor master servicer as is
approved in accordance with this Agreement) shall be the successor in all       
respects to the Master Servicer in its capacity as servicer under this Agreement
and the transactions set forth or provided for herein and shall be subject to   
all the responsibilities, duties and liabilities relating thereto placed on the 
Master Servicer by the terms and provisions hereof arising on and after its     
succession; provided, however, that if the Trustee is prohibited by law or      
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Trustee shall not be obligated to make Advances pursuant to     
Section 4.06; and provided further, it is understood and acknowledged that by   
the parties hereto that there will be a period of transition (not to exceed 90  
days) before the transfer of servicing obligations is fully effected and that   
the Trustee (i) shall be under no obligation to purchase any Mortgage Loan, and 
(ii) shall have no obligation whatsoever with respect to any liability (other   
than advances deemed recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of termination As compensation therefor, the   
Trustee (or such other successor master servicer) shall be entitled to such     
compensation as the Master Servicer would have been entitled to hereunder if no 
such notice of termination had been given. Notwithstanding the above, (i) if the
Trustee is unwilling to act as successor master servicer or (ii) if the Trustee 
is legally unable so to act, or if the Holders of Certificates entitled to at   
least 51 % of the Voting Rights so request in writing to the Trustee, the       
Trustee shall appoint or petition a court of competent jurisdiction to appoint, 
any established housing and home finance institution, bank or other mortgage    
loan or home equity loan servicer having a net worth of not less than           
$50,000,000 as the successor to the Master Servicer hereunder in the assumption 
of all or any part of the responsibilities, duties or liabilities of the Master 
Servicer hereunder, provided, that the appointment of any such successor master 
servicer will not result in the qualification, reduction or withdrawal of the   
ratings assigned to the Certificates or the ratings that are in effect by the   
Rating Agencies as evidenced by a letter to such effect from the Rating         
Agencies. Pending appointment of a successor to the Master Servicer hereunder,  
unless the Trustee is prohibited by law from so acting, the Trustee shall act in
such capacity as herein above provided. In connection with such appointment and 
assumption, the successor shall be entitled to receive compensation out of      
payments on Mortgage Loans in an amount equal to the compensation which the     
Master Servicer would otherwise have received pursuant to Section 3.18 (or such 
other compensation as the Trustee and such successor shall agree, not to exceed 
the Servicing Fee). The appointment of a successor master servicer shall not    
affect any liability of the predecessor Master Servicer which may have arisen   
under this Agreement prior to its termination as Master Servicer to pay any     
deductible under an insurance policy pursuant to Section 3.13 or to indemnify   
the Trustee pursuant to Section 8.05, nor shall any successor master servicer be
liable for any acts or omissions of the predecessor Master Servicer or for any  
breach by such Master Servicer of any of its representations or warranties      
contained herein or in any related document or agreement. The Trustee and such  
successor shall take such action, consistent with this Agreement, as shall be   
necessary to effectuate any such succession.                                    

     (b) Any successor, including the Trustee, to the Master Servicer as
servicer shall during the term of its service as master servicer continue to    
master service and administer the Mortgage Loans for the benefit of             
Certificateholders, and maintain in force a policy or policies of insurance     

 101

EX-4.1
108th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 108th
covering errors and omissions in the performance of its obligations as Master   
Servicer hereunder and a Fidelity Bond in respect of its officers, employees and
agents to the same extent as the Master Servicer is so required pursuant to     
Section 3.14.                                                                   

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

    Section 7.03      WAIVER OF MASTER SERVICER EVENTS OF TERMINATION.

The Majority Certificateholders may, on behalf of all         
Certificateholders, waive any events permuting removal of the Master Servicer as
servicer pursuant to this Article VII, provided, however, that the Majority     
Certificateholders may not waive such events or a Master Servicer Event of      
Termination in making a required distribution on a Certificate without the      
consent of the Holder of such Certificate. Upon any waiver of a past default,   
such default shall cease to exist and any Master Servicer Event of Termination  
arising therefrom shall be deemed to have been remedied for every purpose of    
this Agreement. No such waiver shall extend to any subsequent or other default  
or impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Trustee to the Rating Agencies. 

Section 7.04      NOTIFICATION TO CERTIFICATEHOLDERS.         

   (a) Upon any termination or appointment of a successor the Master
Servicer pursuant to this Article VII or Section 6.04, the Trustee shall give   
prompt written notice thereof to the Certificateholders at their respective     
addresses appearing in the Certificate Register and each Rating Agency.         

   (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Master Servicer Event of Termination the Trustee shall be deemed to have actual 
knowledge of such Master Servicer Event of Termination five                     

 102

EX-4.1
109th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 109th
Business Days after a Responsible Officer of the Trustee becomes aware of the   
occurrence of such an event and the Trustee shall transmit by mail to all       
Certificateholders notice of such occurrence unless such default or Master      
Servicer Event of Termination shall have been waived or cured. Such notice shall
be given to the Rating Agencies promptly after any such occurrence.             

 Section 7.05      SURVIVABILITY OF MASTER SERVICER LIABILITIES.

      Notwithstanding anything herein to the contrary, upon termination of
the Master Servicer hereunder, any liabilities of the Master Servicer which     
accrued prior to such termination shall survive such termination.               

 103

EX-4.1
110th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 110th
ARTICLE VIII

 THE TRUSTEE

Section 8.01      DUTIES OF TRUSTEE.                          

    The Trustee, prior to the occurrence of a Master Servicer Event of
Termination of which a Responsible Officer of the Trustee shall have actual     
knowledge and after the curing of all Master Servicer Events of Termination     
which may have occurred, undertakes to perform such duties and only such duties 
as are specifically set forth in this Agreement. If a Master Servicer Event of  
Termination has occurred (which has not been cured) of which a Responsible      
Officer has actual knowledge, the Trustee shall exercise such of the rights and 
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the          
circumstances in the conduct of such person's own affairs.                      

    As provided in Section 4.02 hereof, on each Distribution Date, the
Trustee shall provide Bloomberg Financial Markets, L.P. ("Bloomberg") CUSIP     
level information for each Class of Certificates as of such Distribution Date,  
using a format and media mutually acceptable to the Trustee and Bloomberg.      

         The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the      
Trustee which are specifically required to be furnished pursuant to any         
provision of this Agreement, shall examine them to determine whether they       
conform to the requirements of this Agreement; provided, however, that the      
Trustee shall not be responsible for the accuracy or content of any resolution, 
certificate, statement, opinion, report, document, order or other instrument    
furnished by the Master Servicer, the Additional Collateral Servicer or the     
Depositor hereunder. If any such instrument is found not to conform in any      
material respect to the requirements of this Agreement, the Trustee shall notify
the Certificateholders of such instrument in the event that the Trustee, after  
so requesting, does not receive a satisfactorily corrected instrument.          

      The Trustee shall prepare and file or cause to be filed on behalf of
the Trust Fund any tax return that is required with respect to the Trust Fund   
pursuant to applicable federal, state or local tax laws.                        

        The Trustee covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of the Trust Fund as a REMIC 
under the REMIC Provisions and to prevent the imposition of any federal, state  
or local income, prohibited transaction, contribution or other tax on the Trust 
Fund to the extent that maintaining such status and avoiding such taxes are     
within the control of the Trustee and are within the commercially reasonable    
scope of specific responsibilities under this Agreement.                        

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

 104

EX-4.1
111th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 111th
             (i) prior to the occurrence of a Master Servicer Event of
         Termination, and after the curing of all such Master Servicer Events of
        Termination which may have occurred, the duties and obligations of the
      Trustee shall be determined solely by the express provisions of this
       Agreement, the Trustee shall not be liable except for the performance
      of such duties and obligations as are specifically set forth in this
        Agreement, no implied covenants or obligations shall be read into this
       Agreement against the Trustee and, in the absence of bad faith on the
         part of the Trustee, the Trustee may conclusively rely, as to the truth
 of the statements and the correctness of the opinions expressed
         therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement;             

                (ii) the Trustee shall not be personally liable for an error
         of judgment made in good faith by a Responsible Officer of the Trustee,
         unless it shall be proved by a court of competent jurisdiction that the
  Trustee was negligent in ascertaining or investigating the facts
related thereto;                                              

                 (iii) the Trustee shall not be personally liable with respect
    to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of the Majority        
         Certificateholders relating to the time, method and place of conducting
       any proceeding for any remedy available to the Trustee, or exercising
        or omitting to exercise any trust or power conferred upon the Trustee,
under this Agreement; and                                     

               (iv) the Trustee shall not be charged with knowledge of any
      failure by the Master Servicer to comply with the obligations of the
        Master Servicer referred to in clauses (i) and (ii) of Section 7.01 or
       any Master Servicer Event of Termination unless a Responsible Officer
       of the Trustee at the Corporate Trust Office obtains actual knowledge
        of such failure or the Trustee receives written notice of such failure
     from the Master Servicer or the Majority Certificateholders. In the
      absence of such receipt of such notice, the Trustee may conclusively
assume that there is no Master Servicer Event of Termination. 

      The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties     
hereunder, or in the exercise of any of its rights or powers, if there is       
reasonable ground for believing that the repayment of such funds or adequate    
indemnity against such risk or liability is not reasonably assured to it, and   
none of the provisions contained in this Agreement shall in any event require   
the Trustee to perform, or be responsible for the manner of performance of, any 
of the obligations of the Master Servicer or Additional Collateral Servicer     
under this Agreement, except during such time, if any, as the Trustee shall be  
the successor to, and be vested with the rights, duties, powers and privileges  
of, the Master Servicer in accordance with the terms of this Agreement.         

     The Trustee shall not complete foreclosure proceedings, or accept a
deed in lieu of foreclosure, with respect to any Mortgage Loan, unless the      
Trustee has been supplied with an Opinion of Counsel to the effect that if the  
related Mortgaged Property is acquired by the Trust, such Mortgaged Property    
from such Mortgage will qualify as "foreclosure property" within the meaning of 
Section 860G(a) (8) of the Code. In the event that the Trustee acquires         
possession of any Mortgaged Property in spite of the foregoing, the Trustee     
shall dispose of the acquired Mortgaged Property as expeditiously as possible.  

 105

EX-4.1
112th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 112th
     The Trustee shall have no duty (A) to see any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any         
financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing or to   
any rerecording, refiling or redepositing of any thereof, (B) to see to any     
insurance or (C) to see to the payment or discharge of any tax, assessment, or  
other governmental charge or any lien or encumbrance of any kind owing with     
respect to, assessed or levied against, any part of the Trust Fund other than   
from funds available in the Distribution Account to confirm or verify the       
contents of any reports or certificates of the Master Servicer or the Additional
Collateral Servicer delivered to the Trustee pursuant to this Agreement believed
by the Trustee to be genuine and to have been signed or presented by the proper 
party or parties.                                                               

Section 8.02      CERTAIN MATTERS AFFECTING THE TRUSTEE.      

(a)      Except as otherwise provided in Section 8.01:        

               (i) the Trustee may request and conclusively rely upon, and
        shall be fully protected in acting or refraining from acting upon, any
         resolution, Officer's Certificate, certificate of auditors or any other
       certificate, statement, instrument, opinion, report, notice, request,
       consent, order, appraisal, bond or other paper or document reasonably
      believed by it to be genuine and to have been signed or presented by
the proper party or parties;                                  

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

                  (iii) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Agreement, or to 
      institute, conduct or defend any litigation hereunder or in relation
      hereto, at the request, order or direction of the Certificateholders
pursuant to the provisions of this Agreement, unless such     
 Certificateholders shall have offered to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby; the right of the Trustee to perform
 any discretionary act enumerated in this Agreement shall not be
        construed as a duty, and the Trustee shall not be answerable for other
     than its negligence or willful misconduct in the performance of any
such act;                                                     

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

             (v) prior to the occurrence of a Master Servicer Event of
   Termination and after the curing of all Master Servicer Events of
        Termination which may have occurred, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any
  resolution, certificate, statement, instrument, opinion, report,
   notice, request, consent, order, approval, bond or other paper or
 documents, unless requested in writing to do so by the Majority
    Certificateholder; provided, however, that if the payment within a
reasonable time                                               

 106

EX-4.1
113th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 113th
   to the Trustee of the costs, expenses or liabilities likely to be
       incurred by it in the making of such investigation is, in the opinion
       of the Trustee, not reasonably assured to the Trustee by the security
        afforded to it by the terms of this Agreement, the Trustee may require
   reasonable indemnity against such cost, expense or liability as a
    condition to such proceeding. The reasonable expense of every such
     examination shall be paid by the Master Servicer or, if paid by the
  Trustee, shall be reimbursed by the Master Servicer upon demand.
      Nothing in this clause (v) shall derogate from the obligation of the
         Master Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors;                         

            (vi) the Trustee shall not be accountable, shall have no
   liability and makes no representation as to any acts or omissions
        hereunder of the Master Servicer until such time as the Trustee may be
required to act as Master Servicer pursuant to Section 7.02;  

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

                (viii) the right of the Trustee to perform any discretionary
        act enumerated in this Agreement shall not be construed as a duty, and
      the Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of such act.            

   Section 8.03      TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
LOANS.                    

       The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the        
statements of the Master Servicer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representations as to the     
validity or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any      
Mortgage Loan or Related Document, or of MERS or the MERS(R) System. The Trustee
shall not be accountable for the use or application by the Master Servicer, or  
for the use or application of any funds paid to the Master Servicer in respect  
of the Mortgage Loans or deposited in or withdrawn from the Collection Account  
by the Master Servicer. The Trustee shall at no time have any responsibility or 
liability for or with respect to the legality, validity and enforceability of   
any Mortgage or any Mortgage Loan, or the perfection and priority of any        
Mortgage or the maintenance of any such perfection and priority, or for or with 
respect to the sufficiency of the Trust or its ability to generate the payments 
to be distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;   
the existence and enforceability of any hazard insurance thereon (other than if 
the Trustee shall assume the duties of the Master Servicer pursuant to Section  
7.02); the validity of the assignment of any Mortgage Loan to the Trustee or of 
any intervening assignment; the completeness of any Mortgage Loan; the          
performance or enforcement of any Mortgage Loan (other than if the Trustee shall
assume the duties of the Master Servicer pursuant to Section 7.02); the         
compliance by the Depositor or the Master Servicer with any warranty or         
representation made under this Agreement or in any related document or the      
accuracy of any such warranty or representation prior to the Trustee's receipt  
of notice or other discovery of any noncompliance therewith or any breach       
thereof, any investment of monies by or at the direction of                     

 107

EX-4.1
114th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 114th
the Master Servicer or any loss resulting therefrom, it being understood that   
the Trustee shall remain responsible for any Trust property that it may hold in 
its individual capacity; the acts or omissions of any of the Master Servicer    
(other than if the Trustee shall assume the duties of the Master Servicer       
pursuant to Section 7.02), any Sub-Servicer or any Mortgagor, any action of the 
Master Servicer (other than if the Trustee shall assume the duties of the Master
Servicer pursuant to Section 7.02), or any Sub-Servicer taken in the name of the
Trustee; the failure of the Master Servicer or any Sub- Servicer to act or      
perform any duties required of it as agent of the Trustee hereunder; or any     
action by the Trustee taken at the instruction of the Master Servicer (other    
than if the Trustee shall assume the duties of the Master Servicer pursuant to  
Section 7.02); provided, however, that the foregoing shall not relieve the      
Trustee of its obligation to perform its duties under this Agreement. The       
Trustee shall have no responsibility for filing any financing or continuation   
statement in any public office at any time or to otherwise perfect or maintain  
the perfection of any security interest or lien granted to it hereunder (unless 
the Trustee shall have become the successor master servicer).                   

Section 8.04      TRUSTEE MAY OWN CERTIFICATES.               

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

    Section 8.05      MASTER SERVICER TO PAY TRUSTEE EXPENSES; TRUSTEE
FEES.                     

      On each Distribution Date, the Trustee shall be entitled to withdraw
from the Distribution Account as compensation hereunder the Trustee Fees. The   
Master Servicer will pay or reimburse the Trustee (or, if the Master Servicer   
does not fulfill its obligations hereunder, the Trust Fund will reimburse       
pursuant to Section 3.11(b)(ii) herein) within 30 days upon its request for all 
reasonable expenses, disbursements and advances incurred or made by the Trustee 
in accordance with any of the provisions of this Agreement (including the       
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement  
or advance as may arise from its negligence or bad faith or which is the        
responsibility of the Trustee hereunder. In addition, the Master Servicer       
covenants and agrees to indemnify the Trustee (or, if the Master Servicer does  
not fulfill its obligations hereunder within 30 days upon the Trustee's request,
the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its   
officers, directors, employees and agents from, and hold it harmless against,   
any and all losses, liabilities, damages, claims or expenses incurred in        
connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense incurred by reason of willful         
misfeasance, bad faith or negligence of the Trustee in the performance of its   
duties hereunder or by reason of the Trustee's reckless disregard of obligations
and duties hereunder. Anything in this Agreement to the contrary                
notwithstanding, in no event shall the Trustee be liable for special, indirect  
or consequential loss or damage of any kind whatsoever (including but not       
limited to lost profits), even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action. The Trustee and any
director, officer, employee or agent of the Trustee shall be indemnified, by the
Trust Fund and held harmless against any loss, liability or expense (not        
including expenses, disbursements and advances incurred or made by the Trustee, 
including the compensation and the expenses and disbursements of its agents and 
its counsel, in the ordinary course of the Trustee's performance of its regular 
duties in accordance with the provisions of this                                

 108

EX-4.1
115th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 115th
Agreement) incurred by the Trustee or such party arising out of or in connection
with the acceptance or administration of its duties under this Agreement, other 
than any loss, liability or expense incurred by reason of willful misfeasance,  
bad faith or negligence in the performance by the Trustee of its duties under   
this Agreement or by reason of the reckless disregard of the Trustee's          
obligations and duties under this Agreement. This section shall survive         
termination of this Agreement or the resignation or removal of any Trustee      
hereunder.                                                                      

Section 8.06      ELIGIBILITY REQUIREMENTS FOR TRUSTEE.       

    The Trustee hereunder shall be a corporation or a national banking
association, and duly organized and validly existing under the laws of the      
United States of America or any state thereof, authorized under such laws to    
exercise corporate trust powers, having a combined capital and surplus of at    
least $50,000,000 and a minimum long-term debt rating of Baa3 by Fitch and a    
short-term rating of at least A-1 by S&P, and subject to supervision or         
examination by federal or state authority. If such entity publishes reports of  
condition at least annually, pursuant to law or to the requirements of the      
aforesaid supervising or examining authority, then for the purposes of this     
Section 8.06, the combined capital and surplus of such entity shall be deemed to
be its combined capital and surplus as set forth in its most recent report of   
condition so published. The principal office of the Trustee (other than the     
initial Trustee) shall be in a state with respect to which an Opinion of Counsel
has been delivered to such Trustee at the time such Trustee is appointed Trustee
to the effect that the Trust will not be a taxable entity under the laws of such
state. In case at any time the Trustee shall cease to be eligible in accordance 
with the provisions of this Section 8.06, the Trustee shall resign immediately  
in the manner and with the effect specified in Section 8.07.                    

Section 8.07      RESIGNATION OR REMOVAL OF TRUSTEE.          

      The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Master    
Servicer and each Rating Agency. Upon receiving such notice of resignation, the 
Depositor shall promptly appoint a successor Trustee by written instrument, in  
duplicate, one copy of which instrument shall be delivered to the resigning     
Trustee and one copy to the successor Trustee. If no successor Trustee shall    
have been so appointed and having accepted appointment within 60 days after the 
giving of such notice of resignation, the resigning Trustee may petition any    
court of competent jurisdiction for the appointment of a successor Trustee.     

     If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written      
request therefor by the Depositor, or if at any time the Trustee shall be       
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a       
receiver of the Trustee or of its property shall be appointed, or any public    
officer shall take charge or control of the Trustee or of its property or       
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee. If the Depositor or the Master Servicer       
removes the Trustee under the authority of the immediately preceding sentence,  
the Depositor shall promptly appoint a successor Trustee by written instrument, 
in duplicate, one copy of which instrument shall be delivered to the Trustee so 
removed and one copy to the successor Trustee.                                  

 109

EX-4.1
116th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 116th
       The Majority Certificateholders may at any time remove the Trustee by
written instrument or instruments delivered to the Master Servicer, the         
Depositor and the Trustee; the Depositor shall thereupon use its best efforts to
appoint a successor Trustee in accordance with this Section.                    

Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall  
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.                                                       

Section 8.08      SUCCESSOR TRUSTEE.                          

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

   No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee shall 
be eligible under the provisions of Section 8.06 and the appointment of such    
successor Trustee shall not result in a downgrading of the Regular Certificates 
by either Rating Agency, as evidenced by a letter from each Rating Agency.      

      Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment of
a successor Trustee hereunder to all Holders of Certificates at their addresses 
as shown in the Certificate Register and to each Rating Agency.                 

Section 8.09      MERGER OR CONSOLIDATION OF TRUSTEE.         

      Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,          
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of       
Section 8.06 and 8.08, without the execution or filing of any paper or any      
further act on the part of any of the parties hereto, anything herein to the    
contrary notwithstanding.                                                       

  Section 8.10      APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

         Notwithstanding any other provisions of this Agreement, at anytime, for
the purpose of meeting any legal requirements of any jurisdiction in which any  
part of the Trust or any Mortgaged Property may at the time be located, the     
Depositor and the Trustee acting jointly shall have the power and shall execute 
and deliver all instruments to appoint one or more Persons approved by the      
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or       
separate trustee or separate trustees,                                          

 110

EX-4.1
117th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 117th
of all or any part of the Trust, and to vest in such Person or Persons, in such 
capacity and for the benefit of the Certificateholders, such title to the Trust,
or any part thereof, and, subject to the other provisions of this Section 8.10, 
such powers, duties, obligations, rights and trusts as the Master Servicer and  
the Trustee may consider necessary or desirable. Any such co-trustee or separate
trustee shall be subject to the written approval of the Master Servicer. If the 
Master Servicer shall not have joined in such appointment within 15 days after  
the receipt by it of a request so to do, or in the case a Master Servicer Event 
of Termination shall have occurred and be continuing, the Trustee alone shall   
have the power to make such appointment. No co-trustee or separate trustee      
hereunder shall be required to meet the terms of eligibility as a successor     
Trustee under Section 8.06, and no notice to Certificateholders of the          
appointment of any co-trustee or separate trustee shall be required under       
Section 8.08. The Master Servicer shall be responsible for the fees of any      
co-trustee or separate trustee appointed hereunder.                             

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

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

                (ii) no trustee hereunder shall be held personally liable by
   reason of any act or omission of any other trustee hereunder; and

                 (iii) the Master Servicer and the Trustee, acting jointly may
         at any time accept the resignation of or remove any separate trustee or
      co-trustee except that following the occurrence of a Master Servicer
Event of Termination, the Trustee acting alone may accept the 
resignation or remove any separate trustee or co-trustee.     

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

 111

EX-4.1
118th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 118th
     Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the   
extent not prohibited by law, to do any lawful act under or in respect of this  
Agreement on its behalf and in its name. If any separate trustee or co- trustee 
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the   
Trustee, to the extent permitted by law, without the appointment of a new or    
successor Trustee.                                                              

Section 8.11      LIMITATION OF LIABILITY.                    

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

    Section 8.12      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES.             

 (a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the          
possession of any of the Certificates or the production thereof in any          
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all 
Holders of such Certificates, subject to the provisions of this Agreement. Any  
recovery of judgment shall, after provision for the payment of the reasonable   
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of     
which such judgment has been recovered.                                         

     (b) The Trustee shall afford the Depositor, the Master Servicer and
each Certificateholder upon reasonable notice during normal business hours,     
access to all records maintained by the Trustee in respect of its duties        
hereunder and access to officers of the Trustee responsible for performing such 
duties. The Trustee shall cooperate fully with the Master Servicer, the         
Depositor and such Certificateholder and shall make available to the Master     
Servicer, the Depositor and such Certificateholder for review and copying at the
expense of the party requesting such copies, such books, documents or records as
may be requested with respect to the Trustee's duties hereunder. The Depositor, 
the Master Servicer and the Certificateholders shall not have any responsibility
or liability for any action or failure to act by the Trustee and are not        
obligated to supervise the performance of the Trustee under this Agreement or   
otherwise.                                                                      

Section 8.13      SUITS FOR ENFORCEMENT.                      

        In case a Master Servicer Event of Termination or other default by the
Master Servicer or the Depositor hereunder shall occur and be continuing, the   
Trustee may proceed to protect and enforce its rights and the rights of the     
Certificateholders under this Agreement by a suit, action or proceeding in      
equity or at law or otherwise, whether for the specific performance of any      
covenant or agreement contained in this Agreement or in aid of the execution of 
any power granted in this Agreement or for the enforcement of any other legal,  
equitable or other remedy, as the Trustee, being advised by                     

 112

EX-4.1
119th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 119th
counsel, and subject to the foregoing, shall deem most effectual to protect and 
enforce any of the rights of the Trustee and the Certificateholders.            

Section 8.14      WAIVER OF BOND REQUIREMENT.                 

     The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee post a bond or other surety with any   
court, agency or body whatsoever.                                               

 Section 8.15      WAIVER OF INVENTORY. ACCOUNTING AND APPRAISAL
REQUIREMENT.              

     The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee file any inventory, accounting or      
appraisal of the Trust with any court, agency or body at any time or in any     
manner whatsoever.                                                              

         Section 8.16      RIGHT OF TRUSTEE IN CAPACITY OF CERTIFICATE REGISTRAR
OR PAYING AGENT.          

        In the event that the Trustee is also acting in the capacity of Paying
Agent or Certificate Registrar hereunder, the rights, protections, indemnities  
and immunities afforded to the Trustee pursuant to this Article VIII shall also 
be afforded to the Trustee in its capacity as Paying Agent or Certificate       
Registrar.                                                                      

 113

EX-4.1
120th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 120th
ARTICLE IX

REMIC ADMINISTRATION

Section 9.01      REMIC ADMINISTRATION.                       

         (a) The Trustee shall make elections to treat the Trust Fund as a REMIC
under the Code and, if necessary, under applicable state law. Each such election
will be made on Form 1066 or other appropriate federal tax or information return
or any appropriate state return for the taxable year ending on the last day of  
the calendar year in which the Certificates are issued. For the purposes of the 
REMIC election in respect of the Trust Fund, the Regular Certificates shall be  
designated as the "regular interest" and the Class R Certificates shall be      
designated as the sole class of "residual interest" in the REMIC. The Master    
Servicer and the Trustee shall not permit the creation of any "interests"       
(within the meaning of Section 860G of the Code) in the REMIC other than the    
Regular Certificates and the Class R Certificates. Within 30 days after the     
Closing Date, the Trustee shall prepare and file with the Internal Revenue      
Service Form 8811, "Information Return for Real Estate Mortgage Investment      
Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for the REMIC. 

       The Trustee will apply for an Employee Identification Number from the
IRS via form SS-4 or any other acceptable method for all tax entities.          

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

      (c) The Trustee shall pay out of its own funds, without any right of
reimbursement, any and all expenses relating to any tax audit of the Trust Fund 
other than the expense of obtaining any tax related Opinion of Counsel except as
specified herein and except that the Trustee shall be entitled to be reimbursed 
from the Collection Account for any professional fees and expenses related to   
any non-routine audits or any administrative or judicial proceedings that do not
result from any breach of its tax duties under this Section 9.01. The Trustee,  
as agent for the Trust Fund's Tax Matters Person, shall (i) act on behalf of the
Trust Fund in relation to any tax matter or controversy involving the Trust Fund
and (ii) represent the Trust Fund in any administrative or judicial proceeding  
relating to an examination or audit by any governmental taxing authority with   
respect thereto. By their acceptance thereof, the holder of the largest         
Percentage Interest of the Residual Certificates of the related REMIC shall be  
designated as the Tax Matters Person (as defined in the REMIC Provisions) hereby
agrees to irrevocably appoint the Trustee or an Affiliate as its agent to       
perform all of the duties of the Tax Matters Person for the REMIC.              

        (d) The Trustee shall prepare, sign and file all of the Tax Returns in
respect of the REMIC created hereunder. The expenses of preparing and filing    
such returns shall be home by the Trustee without any right of reimbursement    
therefor. The Master Servicer shall provide on a timely basis to the Trustee or 
its designee such information with respect to the assets of the Trust Fund as is
in its possession and reasonably required by the Trustee to enable it to perform
its obligations under this Article IX.                                          

 114

EX-4.1
121st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 121st
         (e) The Trustee shall perform on behalf of the Trust Fund all reporting
and other tax compliance duties that are the responsibility of the Trust Fund   
under the Code, the REMIC Provisions or other compliance guidance issued by the 
Internal Revenue Service or any state or local taxing authority. Among its other
duties, as required by the Code, the REMIC Provisions or other such compliance  
guidance, the Trustee shall provide (i) to any Transferor of a Residual         
Certificate, at such Transferor's expense, such information as is necessary for 
the application of any tax relating to the transfer of a Residual Certificate to
any Person who is not a Permitted Transferee, (ii) to the Certificateholders    
such information or reports as are required by the Code or the REMIC Provisions 
including reports relating to interest, original issue discount and market      
discount or premium and (iii) to the Internal Revenue Service the name, title,  
address and telephone number of the person who will serve as the representative 
of the Trust Fund. The Master Servicer shall provide on a timely basis to the   
Trustee such information with respect to the assets of the Trust Fund,          
including, without limitation, the Mortgage Loans, as is in its possession and  
reasonably required by the Trustee to enable it to perform its obligations under
this subsection. In addition, the Depositor shall provide or cause to be        
provided to the Trustee, within ten (10) days after the Closing Date, all       
information or data that the Trustee reasonably determines to be relevant for   
tax purposes as to the valuations and issue prices of the Certificates,         
including, without limitation, the price, yield, prepayment assumption and      
projected cash flow of the Certificates.                                        

     (f) To the extent that the affairs of the Trust Fund are within its
control and the scope of its specific responsibilities under this Agreement, the
Trustee shall take such action and shall cause the Trust Fund created hereunder 
to take such action as shall be necessary to create or maintain the status      
thereof as a REMIC under the REMIC Provisions (and the Master Servicer shall    
assist it, to the extent reasonably requested by it). The Trustee shall not     
knowingly take any action, cause the Trust Fund to take any action or fail to   
take (or fail to cause to be taken) any action that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) endanger the status of the 
Trust Fund as a REMIC or (ii) result in the imposition of a tax upon the Trust  
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set   
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC     
Event") unless the Trustee has received an Opinion of Counsel, addressed to the 
Trustee (at the expense of the party seeking to take such action but in no event
at the expense of the Trustee) to the effect that the contemplated action will  
not, with respect to the Trust Fund created hereunder, endanger such status or  
result in the imposition of such a tax, nor shall the Master Servicer take or   
fail to take any action (whether or not authorized hereunder) as to which the   
Trustee has advised it in writing that it has received an Opinion of Counsel to 
the effect that an Adverse REMIC Event could occur with respect to such action. 
In addition, prior to taking any action with respect to the Trust Fund or the   
assets of the Trust Fund, or causing the Trust Fund to take any action, which is
not contemplated under the terms of this Agreement, the Master Servicer will    
consult with counsel with respect to whether such action could cause an Adverse 
REMIC Event to occur with respect to the Trust Fund, and the Master Servicer    
shall not take any such action or cause the Trust Fund to take any such action  
as to which counsel has advised it in writing that an Adverse REMIC Event could 
occur. The Trustee may consult with counsel to make such written advice, and the
cost of same shall be borne by the party seeking to take the action not         
permitted by this Agreement, but in no event shall such cost be an expense of   
the Trustee.                                                                    

 115

EX-4.1
122nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 122nd
       (g) In the event that any tax is imposed on "prohibited transactions"
of the Trust Fund created hereunder as defined in Section 860F(a)(2) of the     
Code, on the "net income from foreclosure property" of the REMIC as defined in  
Section 860G(c) of the Code, on any contributions to the Trust Fund after the   
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax  
is imposed by the Code or any applicable provisions of state or local tax laws, 
such tax shall be charged (i) to the Trustee pursuant to Section 9.03 hereof, if
such tax arises out of or results from a breach by the Trustee of any of its    
obligations under this Article IX, (ii) to the Master Servicer pursuant to      
Section 9.03 hereof, if such tax arises out of or results from a breach by the  
Master Servicer of any of its obligations under Article III or this Article IX, 
or otherwise, (iii) to the Master Servicer as provided in Section 3.05 and (iv) 
against amounts on deposit in the Distribution Account and shall be paid by     
withdrawal therefrom to the extent not required to be paid by the Master        
Servicer or the Trustee pursuant to another provision of this Agreement.        

       (h) On or before April 15 of each calendar year, commencing April 15,
2003, the Trustee shall deliver to the Master Servicer and the Rating Agency a  
Certificate from a Responsible Officer of the Trustee stating (without regard to
any action taken by any party other than the Trustee) the Trustee's compliance  
with this Article IX.                                                           

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

 (j) Following the Startup Day, the Trustee shall not accept any
contributions of assets to the Trust Fund other than in connection with any     
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.04    
unless it shall have received an Opinion of Counsel (which shall be at the      
expense of the party requesting to make such contribution and not at the expense
of the Trustee) to the effect that the inclusion of such assets in the Trust    
Fund will not cause the Trust Fund to fail to qualify as a REMIC at any time    
that any Certificates are outstanding or subject the Trust Fund to any tax under
the REMIC Provisions or other applicable provisions of federal, state and local 
law or ordinances.                                                              

      (k) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which the Trust Fund will receive a fee or other compensation for
services nor knowingly permit the Trust Fund to receive any income from assets  
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.           

Section 9.02      PROHIBITED TRANSACTIONS AND ACTIVITIES.     

       None of the Depositor, the Master Servicer or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection    
with (i) the foreclosure of a Mortgage Loan, including but not limited to, the  
acquisition or sale of a Mortgaged Property acquired by deed in lieu of         
foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the
Trust Fund pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to 
Article II or III of this Agreement), nor acquire any assets for the Trust Fund 
(other than REO Property acquired in respect of a defaulted Mortgage Loan), nor 
sell or dispose of any investments in the Custodial Account or the Distribution 
Account for gain, nor accept any contributions to the Trust Fund after the      
Closing Date (other than a Qualified Substitute                                 

 116

EX-4.1
123rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 123rd
Mortgage Loan delivered in accordance with Section 2.03), unless it has received
an Opinion of Counsel, addressed to the Trustee (at the expense of the party    
seeking to cause such sale, disposition, substitution, acquisition or           
contribution but in no event at the expense of the Trustee) that such sale,     
disposition, substitution, acquisition or contribution will not (a) affect      
adversely the status of the Trust Fund as a REMIC or (b) cause the Trust Fund to
be subject to a tax on "prohibited transactions" or "contributions" pursuant to 
the REMIC Provisions.                                                           

Section 9.03      MASTER SERVICER AND TRUSTEE INDEMNIFICATION.

        (a) The Trustee agrees to indemnify the Trust Fund, the Depositor, and
the Master Servicer for any taxes and costs including, without limitation, any  
reasonable attorneys fees imposed on or incurred by the Trust Fund, the         
Depositor or the Master Servicer, as a result of a breach of the Trustee's      
covenants set forth in this Article IX, subject, however, to the provision of   
Sections 8.01 and 8.02 of this Agreement.                                       

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

 117

EX-4.1
124th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 124th
 ARTICLE X

 TERMINATION

Section 10.01     TERMINATION.                                

   (a) The respective obligations and responsibilities of the Master
Servicer, the Depositor and the Trustee created hereby (other than the          
obligation of the Trustee to make certain payments to Certificateholders after  
the final Distribution Date and the obligation of the Master Servicer to send   
certain notices as hereinafter set forth) shall terminate upon notice to the    
Trustee upon the earliest of (i) the Distribution Date on which the Certificate 
Principal Balance of each Class of Certificates has been reduced to zero, (ii)  
the final payment or other liquidation of the last Mortgage Loan in the Trust,  
and (iii) the optional purchase by the Master Servicer of the Mortgage Loans as 
described below. Notwithstanding the foregoing, in no event shall the trust     
created hereby continue beyond the expiration of 21 years from the death of the 
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of   
the United States to the Court of St. James's, living on the date hereof.       

         The Master Servicer may, at its option, terminate this Agreement on any
date on which the Loan Balance is less than 10% of the aggregate Stated         
Principal Balance of the Mortgage Loans as of the Cut-off Date or by purchasing,
on the next succeeding Distribution Date, all of the outstanding Mortgage Loans 
and REO Properties at a price equal to the sum of the outstanding Stated        
Principal Balance of the Mortgage Loans (or the fair market value of the related
underlying Mortgaged Property with respect to any REO Properties, if such fair  
market value is less than such outstanding Stated Principal Balance) and accrued
and unpaid interest thereon at the weighted average of the Loan Rates through   
the end of the Due Period preceding the final Distribution Date plus            
unreimbursed Servicing Advances, Advances and any unpaid Servicing Fees         
allocable to such Mortgage Loans and REO Properties (the "Termination Price").  

In connection with any such purchase pursuant to the preceding
paragraph, the Master Servicer shall deposit in the Distribution Account all    
amounts then on deposit in the Collection Account (less amounts permitted to be 
withdrawn by the Master Servicer pursuant to Section 3.10), which deposit shall 
be deemed to have occurred immediately preceding such purchase.                 

Any such purchase shall be accomplished by deposit into the   
Distribution Account on the Determination Date before such Distribution Date of 
the Termination Price and the delivery of an opinion of counsel that such       
termination is a "qualified liquidation" under Section 860F of the Code.        

        (b) Notice of any termination, specifying the Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the     
Certificateholders may surrender their Certificates to the Trustee for payment  
of the final distribution and cancellation, shall be given promptly by the      
Trustee upon the Trustee receiving notice of such date from the Master Servicer,
by letter to the Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final     
distribution specifying (1) the Distribution Date upon which final distribution 
of the Certificates will be made upon presentation and surrender of such        
Certificates at the office or agency of the Trustee therein designated, (2) the 
amount of any such                                                              

 118

EX-4.1
125th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 125th
final distribution and (3) that the Record Date otherwise applicable to such    
Distribution Date is not applicable, distributions being made only upon         
presentation and surrender of the Certificates at the office or agency of the   
Trustee therein specified.                                                      

      (c) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Holder of the Certificates on the          
Distribution Date for such final distribution, in proportion to the Percentage  
Interests of their respective Class and to the extent that funds are available  
for such purpose, an amount equal to the amount required to be distributed to   
such Holders in accordance with the provisions of Section 4.01 for such         
Distribution Date.                                                              

        (d) In the event that all Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before such final         
Distribution Date, the Trustee shall promptly following such date cause all     
funds in the Distribution Account not distributed in final distribution to      
Certificateholders to be withdrawn therefrom and credited to the remaining      
Certificateholders by depositing such funds in a separate servicing account for 
the benefit of such Certificateholders, and the Master Servicer (if the Master  
Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee 
(in any other case) shall give a second written notice to the remaining         
Certificateholders, to surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within nine months after the    
second notice all the Certificates shall not have been surrendered for          
cancellation, the Class R Certificateholders shall be entitled to all unclaimed 
funds and other assets which remain subject hereto, and the Trustee upon        
transfer of such funds shall be discharged of any responsibility for such funds,
and the Certificateholders shall look to the Class R Certificateholders for     
payment.                                                                        

Section 10.02     ADDITIONAL TERMINATION REQUIREMENTS.        

         (a) In the event that the Master Servicer exercises its purchase option
as provided in Section 10.01, the Trust Fund shall be terminated in accordance  
with the following additional requirements, unless the Trustee shall have been  
furnished with an Opinion of Counsel to the effect that the failure of the Trust
to comply with the requirements of this Section will not (i) result in the      
imposition of taxes on "prohibited transactions" of the Trust as defined in     
Section 860F of the Code or (ii) cause the Trust Fund constituting part of the  
Trust Fund to fail to qualify as a REMIC at any time that any Certificates are  
outstanding:                                                                    

                (i) Within 90 days prior to the final Distribution Date, the
    Trustee shall adopt and sign a plan of complete liquidation of the
        Trust Fund meeting the requirements of a "qualified liquidation" under
Section 860F of the Code and any regulations thereunder;      

           (ii) At or after the time of adoption of such a plan of
      complete liquidation and at or prior to the final Distribution Date,
     the Trustee shall sell all of the assets of the Trust to the Master
 Servicer for cash pursuant to the terms of the plan of complete
liquidation; and                                              

               (iii) At the time of the making of the final payment on the
      Certificates, the Trustee shall distribute or credit, or cause to be
    distributed or credited (A) to the Holders of each of the Class A,
     Class P and Class B Certificates, an amount equal to the sum of the
        related Certificate Principal Balance and one month's interest thereon
        at the applicable Pass- Through Rate (B) to the Holders of the Class X
         Certificates one month's interest on the Notional Amount thereof at the
applicable Pass-                                              

119 

EX-4.1
126th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 126th
      Through Rate, and (C) to the Class R Certificateholders, all cash on
      hand after such payment to the Class A, Class P, Class X and Class B
      Certificateholders (other than cash retained to meet claims) and the
Trust shall terminate at such time.                           

    (b) By their acceptance of Certificates, the Holder thereof hereby
agree to appoint the Trustee as their attorney in fact to: (i) adopt such a plan
of complete liquidation (and the Certificateholders hereby appoint the Trustee  
as their attorney in fact to sign such plan) as appropriate and (ii) to take    
such other action in connection therewith as may be reasonably required to carry
out such plan of complete liquidation all in accordance with the terms hereof.  

120 

EX-4.1
127th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 127th
ARTICLE XI

[RESERVED]

121 

EX-4.1
128th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 128th
 ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01     AMENDMENT.                                  

       This Agreement may be amended from time to time by the Depositor, the
Master Servicer and the Trustee; and without the consent of the                 
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other         
provisions herein or (iii) to make any other provisions with respect to matters 
or questions arising under this Agreement, which shall not be inconsistent with 
the provisions of this Agreement; provided, however, that any such action listed
in clause (i) through (iii) above shall not adversely affect in any respect the 
interests of any Certificateholder, as evidenced by (i) notice in writing to the
Depositor, the Master Servicer and the Trustee from the Rating Agencies that    
such action will not result in the reduction or withdrawal of the rating of any 
outstanding Class of Certificates with respect to which it is a Rating Agency,  
or (ii) an Opinion of Counsel delivered to the Master Servicer and the Trustee. 

     In addition, this Agreement may be amended from time to time by the
Depositor, the Master Servicer and the Trustee, with the consent of the Majority
Certificateholders for the purpose of adding any provisions to or changing in   
any manner or eliminating any of the provisions of this Agreement or of         
modifying in any manner the rights of the Holders of Certificates; provided,    
however, that no such amendment or waiver shall (x) reduce in any manner the    
amount of, or delay the timing of, payments on the Certificates which are       
required to be made on any Certificate without the consent of the Holder of such
Certificate, (y) adversely affect in any material respect the interests of the  
Holders of any Class of Certificates in a manner other than as described in     
clause (x) above, without the consent of the Holders of Certificates of such    
Class evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
the percentage of Voting Rights required by clause (y) above without the consent
of the Holders of all Certificates of such Class then outstanding. Upon approval
of an amendment, a copy of such amendment shall be sent to the Rating Agencies. 
Prior to the execution of any amendment to this Agreement, the Trustee shall be 
entitled to receive and rely upon an Opinion of Counsel (at the expense of the  
Person seeking such amendment) stating that the execution of such amendment is  
authorized or permitted by this Agreement. The Trustee may, but shall not be    
obligated to, enter into any such amendment which affects the Trustee's own     
rights, duties or immunities under this Agreement.                              

      Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall    
have first received an Opinion of Counsel, delivered by (and at the expense of) 
the Person seeking such Amendment, to the effect that such amendment will not   
result in the imposition of a tax on the Trust Fund pursuant to the REMIC       
Provisions or cause the Trust Fund constituting part of the Trust to fail to    
qualify as a REMIC at any time that any Certificates are outstanding and that   
the amendment is being made in accordance with the terms hereof.                

      Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such      
Person is the Master Servicer (but in no event                                  

122 

EX-4.1
129th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 129th
at the expense of the Trustee), otherwise at the expense of the Trust, a copy of
such amendment and the Opinion of Counsel referred to in the immediately        
preceding paragraph to the Master Servicer and each Rating Agency.              

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

The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this 11.01 Section that affects its rights, duties and    
immunities under this Agreement or otherwise.                                   

Section 12.02     RECORDATION OF AGREEMENT: COUNTERPARTS.     

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

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

Section 12.03     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. 

        The death or incapacity of any Certificateholder shall not (i) operate
to terminate this Agreement or the Trust, (ii) entitle such Certificateholder's 
legal representatives or hens to claim an accounting or to take any action or   
proceeding in any court for a partition or winding up of the Trust, or (iii)    
otherwise affect the rights, obligations and liabilities of the parties hereto  
or any of them.                                                                 

     Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and     
management of the Trust, or the obligations of the parties hereto, nor shall    
anything herein set forth or contained in the terms of the Certificates be      
construed so as to constitute the Certificateholders from time to time as       
partners or members of an association; nor shall any Certificateholder be under 
any liability to any third person by reason of any action taken by the parties  
to this Agreement pursuant to any provision hereof.                             

         No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law  
upon or under or with respect to this Agreement, unless such Holder previously  
shall have given to the Trustee a written notice of default and of the          
continuance thereof, as hereinbefore provided, and unless also the Holders of   
Certificates                                                                    

123 

EX-4.1
130th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 130th
entitled to at least 25% of the Voting Rights shall have made written request   
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable         
indemnity as it may require against the costs, expenses and liabilities to be   
incurred therein or thereby, and the Trustee for 15 days after its receipt of   
such notice, request and offer of indemnity, shall have neglected or refused to 
institute any such action, suit or proceeding. It is understood and intended,   
and expressly covenanted by each Certificateholder with every other             
Certificateholder and the Trustee, that no one or more Holders of Certificates  
shall have any right in any manner whatever by virtue of any provision of this  
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner  
herein provided and for the equal, ratable and common benefit of all            
Certificateholders. For the protection and enforcement of the provisions of this
Section 11.03 each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.                      

Section 12.04     GOVERNING LAW: JURISDICTION.                

      This Agreement shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties      
hereunder shall be determined in accordance with such laws. With respect to any 
claim arising out of this Agreement, each party irrevocably submits to the      
exclusive jurisdiction of the courts of the State of New York and the United    
States District Court located in the Borough of Manhattan in The City of New    
York, and each party irrevocably waives any objection which it may have at any  
time to the laying of venue of any suit, action or proceeding arising out of or 
relating hereto brought in any such courts, irrevocably waives any claim that   
any such suit, action or proceeding brought in any such court has been brought  
in any inconvenient forum and further irrevocably waives the light to object,   
with respect to such claim, suit, action or proceeding brought in any such      
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.                           

Section 12.05     NOTICES.                                    

       All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by 
first class mail, postage prepaid, or by express delivery service, to (a) in the
case of the Sellers: (i) Cendant Mortgage Corporation, 3000 Leadenhall Road, Mt.
Laurel, New Jersey 08054 or (ii) Bishop's Gate Residential Mortgage Trust, c/o  
Cendant Mortgage Corporation, 3000 Leadenhall Road, Mt. Laurel, New Jersey      
08054, or such other address or telecopy number as may be furnished to the      
Master Servicer and the Trustee in writing by either Seller; (b) in the case of 
the Trustee: Citibank, N.A., 111 Wall Street, 14th Floor, New York, New York    
10005, Attention: CDMC Series 2002-1, or such other address as may hereafter be 
furnished to the Depositor, the Sellers and the Master Servicer in writing by   
the Trustee; (c) in the case of the Depositor: Cendant Mortgage Capital LLC,    
3000 Leadenhall Road, Mail Stop LGL, Mt. Laurel, New Jersey 08054, Attention:   
General Counsel, or such other address or telecopy number as may be furnished to
the Sellers, the Master Servicer and the Trustee in writing by the Depositor;   
(d) in the case of the Master Servicer: Cendant Mortgage Corporation, 3000      
Leadenhall Road, Mail Stop LGL, Mt. Laurel, New Jersey 08054, or such other     
address as maybe furnished to the Sellers, the Depositor and the Trustee in     
writing by the Master Servicer; and (e) in the case of                          

124 

EX-4.1
131st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 131st
the Rating Agencies: with respect to Moody's, Moody's Investors Service, Inc.,  
99 Church Street, New York, New York 10007, and with respect to S&P, Standard & 
Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st    
Street, New York, New York, 10041. Any notice required or permitted to be mailed
to a Certificateholder shall be given by first class mail, postage prepaid, at  
the address of such Holder as shown in the Certificate Register. Notice of any  
Master Servicer Default shall be given by telecopy and by certified mail. Any   
notice so mailed within the time prescribed in this Agreement shall be          
conclusively presumed to have duly been given when mailed, whether or not the   
Certificateholder receives such notice. A copy of any notice required to be     
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.                                                                

Section 12.06     SEVERABILITY OF PROVISIONS.                 

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

Section 12.07     ARTICLE AND SECTION REFERENCES.             

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

Section 12.08     NOTICE TO THE RATING AGENCIES.              

       (a) Each of the Trustee and the Master Servicer shall be obligated to
use its best reasonable efforts promptly to provide notice to the Rating        
Agencies with respect to each of the following of which a Responsible Officer of
the Trustee or Master Servicer, as the case may be, has actual knowledge:       

           (i) any material change or amendment to this Agreement;

       (ii) the occurrence of any Master Servicer Event of
Termination that has not been cured or waived;                

                  (iii) the resignation or termination of the Master Servicer or
the Trustee;                                                  

                (iv) the final payment to Holders of the Certificates of any
Class;                                                        

      (v) any change in the location of any Account; and

              (vi) if the Trustee is acting as successor master servicer
     pursuant to Section 7.02 hereof, any event that would result in the
inability of the Trustee to make Advances.                    

        (b) In addition, (i) the Trustee shall promptly furnish to each Rating
Agency copies of each Statement to Certificateholders described in Section 4.06 
hereof; and                                                                     

125 

EX-4.1
132nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 132nd
                 (i) the Master Servicer shall promptly furnish to each Rating
Agency copies of the following:                               

                                  (A) each annual statement as to compliance
       described in Section 3.19 hereof;

                          (B) each annual independent public
                        accountants' servicing report described in Section
3.20 hereof; and          

                             (C) each notice delivered pursuant to
                       Section 7.01 (a) hereof which relates to the fact
                       that the Master Servicer has not made an Advance.

        Any such notice pursuant to this Section 11.08 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by    
first class mail, postage prepaid, or by express delivery service to Standard & 
Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New     
York, New York 10004, Attention: Mortgage Surveillance Group; and Moody's       
Investors Service, Inc., 99 Church Street, New York, New York 10007.            

Section 12.09     FURTHER ASSURANCES.                         

    Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders nor the Trustee shall have any obligation to consent 
to any amendment or modification of this Agreement unless they have been        
provided reasonable security or indemnity against their out-of-pocket expenses  
(including reasonable attorneys' fees) to be incurred in connection therewith.  

Section 12.10     BENEFITS OF AGREEMENT.                      

         Nothing in this Agreement or in the Certificates, expressed or implied,
shall give to any Person, other than the Certificateholders and the parties     
hereto and their successors hereunder, any benefit or any legal or equitable    
right, remedy or claim under this Agreement.                                    

Section 12.11     ACTS OF CERTIFICATEHOLDERS.                 

     (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by the   
Certificateholders may be embodied in and evidenced by one or more instruments  
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing; and such action shall become effective when    
such instrument or instruments are delivered to the Trustee and the Master      
Servicer. Such instrument or instruments (and the action embodied therein and   
evidenced thereby) are herein sometimes referred to as the "act" of the         
Certificateholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be          
sufficient for any purpose of this Agreement and conclusive in favor of the     
Trustee and the Trust, if made in the manner provided in this Section 12.11.    

126 

EX-4.1
133rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 133rd
  (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such       
execution or by the certificate of a notary public or other officer authorized  
by law to take acknowledgments of deeds, certifying that the individual signing 
such instrument or writing acknowledged to him the execution thereof. Whenever  
such execution is by a signer acting in a capacity other than his or her        
individual capacity, such certificate or affidavit shall also constitute        
sufficient proof of his authority.                                              

     (c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Certificateholder shall bind every future Holder  
of such Certificate and the Holder of every Certificate issued upon the         
registration of transfer thereof or in exchange therefor or in lieu thereof, in 
respect of anything done, omitted or suffered to be done by the Trustee or the  
Trust in reliance thereon, whether or not notation of such action is made upon  
such Certificate.                                                               

127 

EX-4.1
134th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 134th
        IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers        
thereunto duly authorized, all as of the day and year first above written.      

                                CENDANT MORTGAGE CAPITAL LLC, as
         Depositor

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

                             CENDANT MORTGAGE CORPORATION,
                  as Master Servicer

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

                          CITIBANK, N.A., as Trustee

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

128 

EX-4.1
135th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 135th
STATE OF                   )                                                    
) ss.:                    
COUNTY OF                  )                                                    

         On the ___th day of _____________, ______ before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
___________________ of Cendant Mortgage Capital LLC, a Delaware limited         
liability company that executed the within instrument, and also known to me to  
be the person who executed it on behalf of said limited liability company, and  
acknowledged to me that such limited liability company executed the within      
instrument.                                                                     

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

                             Notary Public

                                                ________________________________

EX-4.1
136th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 136th
STATE OF                   )                                                    
)ss.:                     
COUNTY OF                  )                                                    

         On the ___th day of _____________, ______ before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
___________________ of Cendant Mortgage Corporation, a New Jersey corporation,  
that executed the within instrument, and also known to me to be the person who  
executed it on behalf of said limited liability company, and acknowledged to me 
that such limited liability company executed the within instrument.             

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

                             Notary Public

                                                ________________________________

EX-4.1
137th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 137th
STATE OF                   )                                                    
)ss.:                     
COUNTY OF                  )                                                    

         On the ___th day of _____________, ______ before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
___________________ of Citibank, N.A., a corporation that executed the within   
instrument, and also known to me to be the person who executed it on behalf of  
said limited liability company, and acknowledged to me that such limited        
liability company executed the within instrument.                               

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

                             Notary Public

                                                ________________________________

EX-4.1
138th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 138th
 EXHIBIT A

FORM OF CLASS A, CLASS P AND CLASS X CERTIFICATE

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

 A-1

EX-4.1
139th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 139th
                                                        [Enlarge/Download Table]

                                                                                           
CDMC Mortgage Pass-Through Certificates,      Aggregate [Certificate Principal             
Series 2002-1, Class [A-__] [Class X] [Class  Balance] [Notional Amount] of                
P]                                            [Class A-__] [Class X] [Class P] Certificates
                                              as of the Issue Date: $______________        

Pass-Through Rate: [_____% per annum]                                                      
[Variable]                                                                                 
                                              [Denomination] [Notional Amount]:            
Date of Agreement and Cut-off Date:           $______________                              
February 1, 2002                                                                           
                                              Master Servicer:                             
                                              Cendant Mortgage Corporation                 

First Distribution Date: March 25, 2002       Trustee: Citibank, N.A.                      

                                              Issue Date: February 27, 2002                

No. _                                         CUSIP: ___________                           

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

 MORTGAGE PASS-THROUGH CERTIFICATE

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

CENDANT MORTGAGE CAPITAL LLC

CDMC MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-1

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

               This certifies that __________ is the registered owner of a
Percentage Interest (obtained by dividing the [denomination] [Notional Amount]  
of this Certificate by the aggregate                                            

A-2         

EX-4.1
140th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 140th
[Certificate Principal Balance] [Notional Amount] of the [Class A-__] [Class X] 
[Class P] Certificates as of the Issue Date) in that certain beneficial         
ownership interest evidenced by all the [Class A-__] [Class X] [Class P]        
Certificates in the Trust Fund created pursuant to a Pooling and Servicing      
Agreement, dated as specified above (the "Agreement"), among Cendant Mortgage   
Capital LLC (hereinafter called the "Depositor," which term includes any        
successor entity under the Agreement), the Master Servicer and the Trustee, a   
summary of certain of the pertinent provisions of which is set forth hereafter. 
To the extent not defined herein, the capitalized terms used herein have the    
meanings assigned in the Agreement. This Certificate is issued under and is     
subject to the terms, provisions and conditions of the Agreement, to which      
Agreement the Holder of this Certificate by virtue of the acceptance hereof     
assents and by which such Holder is bound.                                      

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

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Trustee in writing at least   
five Business Days prior to the Record Date immediately prior to such           
Distribution Date and is the registered owner of [Class A-__] [Class X] [Class  
P] Certificates, the aggregate initial [Certificate Principal Balance] [Notional
Amount] of which is in excess of the lesser of (i) $5,000,000 or (ii) two-thirds
of the aggregate initial [Certificate Principal Balance] [Notional Amount] of   
the [Class A-__] [Class X] [Class P] Certificates, or otherwise by check mailed 
by first class mail to the address of the Person entitled thereto, as such name 
and address shall appear on theCertificate Register. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon the presentation and 
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

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

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

A-3         

EX-4.1
141st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 141st
          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and           
obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Holders of the Certificates under the Agreement at any time by the       
Depositor, the Master Servicer and the Trustee, with the consent of the Holders 
of Certificates entitled to at least 66%, in some cases 100%, of the Voting     
Rights. Any such consent by the Holder of this Certificate shall be conclusive  
and binding on such Holder and upon all future Holders of this Certificate and  
of any Certificate issued upon the transfer hereof or in exchange herefor or in 
lieu hereof whether or not notation of such consent is made upon this           
Certificate. The Agreement also permits the amendment thereof, in certain       
limited circumstances, without the consent of the Holders of any of the         
Certificates.                                                                   

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

       The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations set forth therein, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

        No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment  
of a sum sufficient to cover any tax or other governmental charge that may be   
imposed in connection with any transfer or exchange of Certificates.            

       The Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee or   
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the 
Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.                                          

       The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders  
of the Certificates of all amounts held by or on behalf of the Trustee and      
required to be paid to them pursuant to the Agreement following the earlier of  
(i) the Distribution Date on which the Certificate Principal Balance of each    
Class of Certificates has been reduced to zero, (ii) the final payment (or any  
advance with respect thereto) on or other liquidation of the last Mortgage Loan 
remaining in The Trust Fund and (iii) the optional purchase by the party        
designated in the Agreement at a price                                          

A-4         

EX-4.1
142nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 142nd
determined as provided in the Agreement from The Trust Fund of all the Mortgage 
Loans and all property acquired in respect of such Mortgage Loans remaining     
therein. The Agreement permits, but does not require, the party designated in   
the Agreement to purchase from The Trust Fund all the Mortgage Loans and all    
property acquired in respect of any Mortgage Loan remaining therein at a price  
determined as provided in the Agreement. The exercise of such right will effect 
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Loan Balance of the Mortgage Loans at the time of purchase     
being less than 10% of the aggregate principal balance of the Mortgage Loans as 
of the Cut-off Date.                                                            

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

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

A-5         

EX-4.1
143rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 143rd
                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.                                                               

Dated: February __, 2002                                                        

                            CITIBANK, N.A.
                        as Trustee

                                              By:_____________________________
                                                  Authorized Officer

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

       This is one of the [Class A-__] [Class X] [Class P]
Certificates referred to in the within-mentioned Agreement.                     

                            CITIBANK, N.A.
                                      as Certificate Registrar

                                              By:_____________________________
                                                Authorized Signatory

EX-4.1
144th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 144th
 ABBREVIATIONS
 -------------

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

TEN COM - as tenants in common              UNIF GIFT MIN ACT - CUSTODIAN       
                                                         ---------
TEN ENT - as tenants by the entireties                          (Cust)   (Minor)
                                                           under Uniform Gifts
JT TEN  - as joint tenants with right                           to Minors Act   
       of survivorship and not as                        _________________
  tenants in common                                      (State)

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

ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)                                              

the Percentage Interest evidenced by the within Mortgage Pass-Through           
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

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

Dated:                                                                          

                                       ---------------------------------------
                                     Signature by or on behalf of assignor

                                       ---------------------------------------
                    Signature Guaranteed

EX-4.1
145th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 145th
 DISTRIBUTION INSTRUCTIONS
 -------------------------

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of __________________________________, account number _________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to _____________________________________.

     This information is provided by __________________________________________,
the assignee named above, or __________________________________, as its agent.  

EX-4.1
146th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 146th
 EXHIBIT B

(RESERVED)

 B-1

EX-4.1
147th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 147th
 EXHIBIT C-1

 FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED       
STATES PERSON.                                                

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

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE 
MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 
5.02 OF THE AGREEMENT REFERRED TO HEREIN.                     

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN   
OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO    
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS       
AMENDED ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN   
ACCORDANCE WITH SECTION 5.02(D) OF THE AGREEMENT.             

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE 
MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN   
AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1)  
THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR     
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY    
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY  
OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A   
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS     
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS   
SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION    
511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION    
1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE   
FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE        
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT 
OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH     
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX,    
AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL         
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE         
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE  
CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER           
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED             
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION,      

C-1-1         

EX-4.1
148th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 148th
SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR  
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A 
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT   
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS          
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE    
HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF 
THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE   
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A            
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING        
BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.                     

C-1-2         

EX-4.1
149th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 149th
                                                                [Download Table]

                                                                       
CDMC Mortgage Pass-Through Certificates,  Percentage Interest: [___]%  
Series 2002-1, Class R-___                                             

Pass-Through Rate: _____% per annum       Master Servicer:             
                                          Cendant Mortgage Corporation 

Date of Agreement and Cut-off Date:                                    
February 1, 2002                          Trustee: Citibank, N.A.      

First Distribution Date: March 25, 2002   Issue Date: February 27, 2002

No. _                                     CUSIP: ______________        

 MORTGAGE PASS-THROUGH CERTIFICATE

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

CENDANT MORTGAGE CAPITAL LLC

CDMC MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-1

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

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

                 Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,  
the Business Day immediately                                                    

 C-1-3

EX-4.1
150th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 150th
following (a "Distribution Date"), commencing on the First Distribution Date    
specified above, to the Person in whose name this Certificate is registered on  
the Record Date, in an amount equal to the product of the Percentage Interest   
evidenced by this Certificate and the amount required to be distributed to the  
Holders of Class R Certificates on such Distribution Date pursuant to the       
Agreement.                                                                      

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

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

                 The Agreement permits, with certain exceptions and conditions
provided therein, the amendment thereof and the modification of the rights and  
obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Holders of the Certificates under the Agreement at any time by the       
Depositor, the Master Servicer and the Trustee, with the consent of the Holders 
of Certificates entitled to at least 66%, in some cases 100%, of the Voting     
Rights. Any such consent by the Holder of this Certificate shall be conclusive  
and binding on such Holder and upon all future Holders of this Certificate and  
of any Certificate issued upon the transfer hereof or in exchange herefor or in 
lieu hereof whether or not notation of such consent is made upon this           
Certificate. The Agreement also permits the amendment thereof, in certain       
limited circumstances, without the consent of the Holders of any of the         
Certificates.                                                                   

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

               The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests  
specified in the Agreement. As provided in the Agreement and subject to certain 
limitations set forth therein, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

 C-1-4

EX-4.1
151st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 151st
                 No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf  
of any such Plan or any person using Plan Assets to acquire this Certificate    
shall be made except in accordance with Section 5.02(d) of the Agreement.       

        Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the   
Trustee (i) an affidavit to the effect that such transferee is any Person other 
than a Disqualified Organization or the agent (including a broker, nominee or   
middleman) of a Disqualified Organization, and (ii) a certificate that          
acknowledges that (A) the Class R Certificates have been designated as a        
residual interest in a REMIC, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess      
inclusion," as defined in the Code, that, with certain exceptions, cannot be    
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those  
relating to holding the Class R Certificates. Notwithstanding the registration  
in the Certificate Register of any transfer, sale or other disposition of this  
Certificate to a Disqualified Organization or an agent (including a broker,     
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.                    

             The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the      
Agreement and to any amendment of the Agreement deemed necessary by counsel of  
the Depositor to ensure that the transfer of this Certificate to any Person     
other than a Permitted Transferee or any other Person will not cause the Trust  
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the   
REMIC.                                                                          

               No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Certificate Registrar may require 
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

           The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the  
Trustee or the Certificate Registrar may treat the Person in whose name this    
Certificate is registered as the owner hereof for all purposes, and none of the 
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any  
such agent shall be affected by notice to the contrary.                         

               The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment (or provision for payment) to the  
Holders of the Certificates of all amounts held by or on behalf of the Trustee  
and required to be paid to them pursuant to the Agreement following the earlier 
of (i) the Distribution Date on which the Certificate Principal Balance of each 
Class of Certificates has been reduced to zero, (ii) the final payment (or any  
advance with respect thereto) on or other liquidation of the last Mortgage Loan 
remaining in The Trust Fund and (iii) the optional purchase by the party        
designated in the Agreement at a price determined as provided in the Agreement  
from The Trust Fund of all the Mortgage Loans and all                           

 C-1-5

EX-4.1
152nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 152nd
property acquired in respect of such Mortgage Loans remaining therein. The      
Agreement permits, but does not require, the party designated in the Agreement  
to purchase from The Trust Fund all the Mortgage Loans and all property acquired
in respect of any Mortgage Loan remaining therein at a price determined as      
provided in the Agreement. The exercise of such right will effect early         
retirement of the Certificates; however, such right to purchase is subject to   
the aggregate Loan Balance of the Mortgage Loans at the time of purchase being  
less than 10% of the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date.                                                                   

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

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

 C-1-6

EX-4.1
153rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 153rd
                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.                                                               

Dated: February __, 2002                                                        

                            CITIBANK, N.A.
                        as Trustee

                                              By:_____________________________
                                                  Authorized Officer

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

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

                            CITIBANK, N.A.
                                      as Certificate Registrar

                                              By:_____________________________
                                                Authorized Signatory

EX-4.1
154th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 154th
 ABBREVIATIONS
 -------------

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

TEN COM - as tenants in common              UNIF GIFT MIN ACT - CUSTODIAN       
                                                         ---------
TEN ENT - as tenants by the entireties                          (Cust)   (Minor)
                                                           under Uniform Gifts
JT TEN  - as joint tenants with right                           to Minors Act   
       of survivorship and not as                        _________________
  tenants in common                                      (State)

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

ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)                                              

the Percentage Interest evidenced by the within Mortgage Pass-Through           
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

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

Dated:                                                                          

                                       ---------------------------------------
                                     Signature by or on behalf of assignor

                                       ---------------------------------------
                    Signature Guaranteed

EX-4.1
155th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 155th
 DISTRIBUTION INSTRUCTIONS
 -------------------------

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of __________________________________, account number _________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to _____________________________________.

     This information is provided by __________________________________________,
the assignee named above, or __________________________________, as its agent.  

EX-4.1
156th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 156th
 EXHIBIT C-2

 FORM OF CLASS B CERTIFICATE

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

THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES,   
THE RESIDUAL CERTIFICATES, [THE CLASS B-1 CERTIFICATES] [ THE 
CLASS B-2 CERTIFICATES] [THE CLASS B-3 CERTIFICATES] [THE     
CLASS B-4 CERTIFICATES] [AND THE CLASS B-5 CERTIFICATES] TO   
THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.     

[NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN  
OR OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO    
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS       
AMENDED ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN   
ACCORDANCE WITH SECTION 5.02(D) OF THE AGREEMENT.]            

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED     
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE          
SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR         
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND  
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE       
EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE  
STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE           
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]                 

C-2-1         

EX-4.1
157th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 157th
                                                                [Download Table]

                                                                            
CDMC Mortgage Pass-Through Certificates,  Aggregate Certificate Principal   
Series 2002-1, Class B-__                 Balance of Class B-__             
                                          Certificates as of the Issue Date:
                                          $__________                       

Pass-Through Rate: _____% per annum       Denomination: $__________         

Date of Agreement and Cut-off Date:       Master Servicer:                  
February 1, 2002                          Cendant Mortgage Corporation      

First Distribution Date: March 25, 2002                                     
                                          Trustee: Citibank, N.A.           

No. 1                                     Issue Date: February 27, 2002     

                                          CUSIP: ____________               

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

 MORTGAGE PASS-THROUGH CERTIFICATE

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

CENDANT MORTGAGE CAPITAL LLC

CDMC MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-1

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

                  This certifies that _______________ is the registered owner of
a Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-__ Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by   
all the Class B-__ Certificates in the Trust Fund created                       

 C-2-2

EX-4.1
158th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 158th
pursuant to a Pooling and Servicing Agreement, dated as specified above (the    
"Agreement"), among Cendant Mortgage Capital LLC (hereinafter called the        
"Depositor," which term includes any successor entity under the Agreement), the 
Master Servicer and the Trustee, a summary of certain of the pertinent          
provisions of which is set forth hereafter. To the extent not defined herein,   
the capitalized terms used herein have the meanings assigned in the Agreement.  
This Certificate is issued under and is subject to the terms, provisions and    
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

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

                 All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by   
wire transfer in immediately available funds to the account of the Person       
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such     
Distribution Date and is the registered owner of Class B-__ Certificates, the   
aggregate initial Certificate Principal Balance of which is in excess of the    
lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
Principal Balance of the Class B-__ Certificates, or otherwise by check mailed  
by first class mail to the address of the Person entitled thereto, as such name 
and address shall appear on the Certificate Register. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon the presentation and 
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

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

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

                 The Agreement permits, with certain exceptions and conditions
provided therein, the amendment thereof and the modification of the rights and  
obligations of the Depositor, the                                               

 C-2-3

EX-4.1
159th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 159th
Master Servicer and the Trustee and the rights of the Holders of the            
Certificates under the Agreement at any time by the Depositor, the Master       
Servicer and the Trustee, with the consent of the Holders of Certificates       
entitled to at least 66%, in some cases 100%, of the Voting Rights. Any such    
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

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

               The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests  
specified in the Agreement. As provided in the Agreement and subject to certain 
limitations set forth therein, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the      
Securities Act of 1933, as amended (the "1933 Act"), and an effective           
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In   
the event that such a transfer of this Certificate is to be made without        
registration or qualification, (i) if such transfer is made in reliance upon    
Rule 144A under the 1933 Act, the Trustee shall require the transferee to       
execute an investment letter in substantially the form attached to the Agreement
as Exhibit F-1 or (ii) (A) the Trustee shall require the transferor to execute a
transferor certificate (in substantially the form attached to the Agreement as  
Exhibit F-2) and the transferee to execute an investment letter (in             
substantially the form attached to the Agreement as Exhibit F-3) acceptable to  
and in form and substance reasonably satisfactory to the Depositor and the      
Trustee certifying to the Depositor and the Trustee the facts surrounding such  
transfer, which investment letter shall not be an expense of the Trustee or the 
Depositor and (B) the Trustee and the Depositor shall require a written Opinion 
of Counsel (which may be in-house counsel) acceptable to and in form and        
substance reasonably satisfactory to the Trustee and the Depositor that such    
transfer may be made pursuant to an exemption, describing the applicable        
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or
the Depositor. None of the Depositor, the Certificate Registrar or the Trustee  
is obligated to register or qualify the Class of Certificates specified on the  
face hereof under the 1933 Act or any other securities law or to take any action
not otherwise required under the Agreement to permit the transfer of such       
Certificates without                                                            

 C-2-4

EX-4.1
160th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 160th
registration or qualification. Any Holder desiring to effect a transfer of this 
Certificate shall be required to indemnify the Trustee, the Depositor, the      
Certificate Registrar and the Master Servicer against any liability that may    
result if the transfer is not so exempt or is not made in accordance with such  
federal and state laws.                                                         

                  [No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf  
of any such Plan or any person using Plan Assets to acquire this Certificate    
shall be made except in accordance with Section 5.02(d) of the Agreement.]      

               No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Certificate Registrar may require 
payment of a sum sufficient to cover any tax or other governmental charge that  
may be imposed in connection with any transfer or exchange of Certificates.     

           The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the  
Trustee or the Certificate Registrar may treat the Person in whose name this    
Certificate is registered as the owner hereof for all purposes, and none of the 
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any  
such agent shall be affected by notice to the contrary.                         

               The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment (or provision for payment) to the  
Holders of the Certificates of all amounts held by or on behalf of the Trustee  
and required to be paid to them pursuant to the Agreement following the earlier 
of (i) the Distribution Date on which the Certificate Principal Balance of each 
Class of Certificates has been reduced to zero, (ii) the final payment (or any  
advance with respect thereto) on or other liquidation of the last Mortgage Loan 
remaining in The Trust Fund and (iii) the optional purchase by the party        
designated in the Agreement at a price determined as provided in the Agreement  
from The Trust Fund of all the Mortgage Loans and all property acquired in      
respect of such Mortgage Loans remaining therein. The Agreement permits, but    
does not require, the party designated in the Agreement to purchase from The    
Trust Fund all the Mortgage Loans and all property acquired in respect of any   
Mortgage Loan remaining therein at a price determined as provided in the        
Agreement. The exercise of such right will effect early retirement of the       
Certificates; however, such right to purchase is subject to the aggregate Loan  
Balance of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off Date.       

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

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

 C-2-5

EX-4.1
161st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 161st
                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.                                                               

Dated: February __, 2002                                                        

                            CITIBANK, N.A.
                        as Trustee

                                              By:_____________________________
                                                  Authorized Officer

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

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

                            CITIBANK, N.A.
                                      as Certificate Registrar

                                              By:_____________________________
                                                Authorized Signatory

EX-4.1
162nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 162nd
 ABBREVIATIONS
 -------------

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

TEN COM - as tenants in common              UNIF GIFT MIN ACT - CUSTODIAN       
                                                         ---------
TEN ENT - as tenants by the entireties                          (Cust)   (Minor)
                                                           under Uniform Gifts
JT TEN  - as joint tenants with right                           to Minors Act   
       of survivorship and not as                        _________________
  tenants in common                                      (State)

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

ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)                                              

the Percentage Interest evidenced by the within Mortgage Pass-Through           
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

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

Dated:                                                                          

                                       ---------------------------------------
                                     Signature by or on behalf of assignor

                                       ---------------------------------------
                    Signature Guaranteed

EX-4.1
163rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 163rd
 DISTRIBUTION INSTRUCTIONS
 -------------------------

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of __________________________________, account number _________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to _____________________________________.

     This information is provided by __________________________________________,
the assignee named above, or __________________________________, as its agent.  

EX-4.1
164th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 164th
 EXHIBIT D

MORTGAGE LOAN SCHEDULE

(Filed Manually)

 D-1

EX-4.1
165th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 165th
 EXHIBIT E

REQUEST FOR RELEASE OF DOCUMENTS

To:     Citibank, N.A.                                                          
Attn:  Inventory Control                                                        

         Re: Pooling and Servicing Agreement dated as of February 1, 2002, among
Cendant Mortgage Capital LLC, as Depositor, Cendant Mortgage  
Corporation, as Master Servicer and Citibank, N.A., as Trustee

         In connection with the administration of the Mortgage Loans held by you
as Trustee for the Owner pursuant to the above-captioned Pooling and Servicing  
Agreement, we request the release, and hereby acknowledge receipt, of the       
Trustee's Mortgage File for the Mortgage Loan described below, for the reason   
indicated.                                                                      

MORTGAGE LOAN NUMBER:                                                           

MORTGAGOR NAME, ADDRESS & ZIP CODE:                                             

REASON FOR REQUESTING DOCUMENTS (check one):                                    

______    1.    Mortgage Paid in Full                                           

______    2.    Foreclosure                                                     

______    3.    Substitution                                                    

______    4.    Other Liquidation (Repurchases, etc.)                           

______    5.    Nonliquidation    Reason: ________________________              

Address to which Trustee should                                                 
Deliver the Trustee's Mortgage File: ________________________                   

                                   By:________________________
                                             (authorized signer)
                                            Issuer:       ______________________
                                            Address:      ______________________

                                        Date:   ________________________

 E-1

EX-4.1
166th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 166th
 EXHIBIT F-1

 FORM OF RULE 144A REPRESENTATION LETTER

 February __, 2002

Citibank, N.A.                                                                  
111 Wall Street, 14th Floor / Zone 3                                            
New York, New York 10005                                                        

[Certificate Registrar]                                                         
______________________                                                          
______________________                                                          

   Re:  Cendant Mortgage Capital LLC CDMC Mortgage
                  Pass-Through Certificates, Series 2002-1, Class ___,
               Representing a ___% Class ___ Percentage Interest
                  ----------------------------------------------------

Ladies and Gentlemen:                                                           

               In connection with the purchase from ______________________
(the "Transferor") on the date hereof of the captioned trust certificates (the  
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

                  1. The Transferee is a "qualified institutional buyer" as that
        term is defined in Rule 144A ("Rule 144A") under the Securities Act of
1933 (the "1933 Act") and has completed either of the forms of
         certification to that effect attached hereto as Annex 1 or Annex 2. The
      Transferee is aware that the sale to it is being made in reliance on
     Rule 144A. The Transferee is acquiring the Certificates for its own
    account or for the account of a qualified institutional buyer, and
         understands that such Certificate may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified    
   institutional buyer that purchases for its own account or for the
         account of a qualified institutional buyer to whom notice is given that
        the resale, pledge or transfer is being made in reliance on Rule 144A,
        or (ii) pursuant to another exemption from registration under the 1933
Act.                                                          

             2. The Transferee has been furnished with all information
   regarding (a) the Certificates and distributions thereon, (b) the
  nature, performance and servicing of the Mortgage Loans, (c) the
       Pooling and Servicing Agreement referred to below, and (d) any credit
     enhancement mechanism associated with the Certificates, that it has
requested.                                                    

 F-1-1

EX-4.1
167th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 167th
               All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing      
Agreement, dated as of February 1, 2002, among Cendant Mortgage Capital LLC as  
Depositor, Cendant Mortgage Corporation as Master Servicer and Citibank, N.A. as
Trustee, pursuant to which the Certificates were issued.                        

                                      [TRANSFEREE]

                                                     By:________________________
                                                     Name:______________________
                                                     Title:_____________________

 F-1-2

EX-4.1
168th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 168th
                                                          ANNEX 1 TO EXHIBIT F-1
                                                          ----------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------

[For Transferees Other Than Registered Investment Companies]

           The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Citibank, N.A., as Trustee and Certificate   
Registrar, with respect to the mortgage pass-through certificates (the          
"Certificates") described in the Transferee Certificate to which this           
certification relates and to which this certification is an Annex:              

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
entity purchasing the Certificates (the "Transferee").                          

          2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as that term is defined in Rule 
144A under the Securities Act of 1933 ("Rule 144A") because (i) the Transferee  
owned and/or invested on a discretionary basis $______________________1 in      
securities (except for the excluded securities referred to below) as of the end 
of the Transferee's most recent fiscal year (such amount being calculated in    
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.                                                          

        ___      CORPORATION, ETC. The Transferee is a corporation (other than
                 a bank, savings and loan association or similar institution),
                Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986.                       

 ___      BANK. The Transferee (a) is a national bank or banking
                institution organized under the laws of any State, territory
         or the District of Columbia, the business of which is
              substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
               is a foreign bank or equivalent institution, and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in
              its latest annual financial statements, A COPY OF WHICH IS
ATTACHED HERETO.                            

     ___      SAVINGS AND LOAN. The Transferee (a) is a savings and loan
                 association, building and loan association, cooperative bank,
homestead association or similar            

------------------------                                                        
1 Transferee must own and/or invest on a discretionary basis at least           
$100,000,000 in securities unless Transferee is a dealer, and, in that case,    
Transferee must own and/or invest on a discretionary basis at least $10,000,000 
in securities.                                                                  

 F-1-3

EX-4.1
169th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 169th
               institution, which is supervised and examined by a State or
      Federal authority having supervision over any such
                institutions or is a foreign savings and loan association or
                 equivalent institution and (b) has an audited net worth of at
          least $25,000,000 as demonstrated in its latest annual
             financial statements, A COPY OF WHICH IS ATTACHED HERETO.

        ___      BROKER-DEALER. The Transferee is a dealer registered pursuant
         to Section 15 of the Securities Exchange Act of 1934.

    ___      INSURANCE COMPANY. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
           of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
               insurance commissioner or a similar official or agency of a
 State, territory or the District of Columbia.

        ___      STATE OR LOCAL PLAN. The Transferee is a plan established and
             maintained by a State, its political subdivisions, or any
           agency or instrumentality of the State or its political
   subdivisions, for the benefit of its employees.

        ___      ERISA PLAN. The Transferee is an employee benefit plan within
            the meaning of Title I of the Employee Retirement Income
Security Act of 1974.                       

      ___      INVESTMENT ADVISOR. The Transferee is an investment advisor
         registered under the Investment Advisers Act of 1940.

                3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Transferee, (ii) securities  
that are part of an unsold allotment to or subscription by the Transferee, if   
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iv) bank deposit notes and certificates of        
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities  
owned but subject to a repurchase agreement and (viii) currency, interest rate  
and commodity swaps.                                                            

          4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee and did not       
include any of the securities referred to in the preceding paragraph. Further,  
in determining such aggregate amount, the Transferee may have included          
securities owned by subsidiaries of the Transferee, but only if such            
subsidiaries are consolidated with the Transferee in its financial statements   
prepared in accordance with generally accepted accounting principles and if the 
investments of such subsidiaries are managed under the Transferee's direction.  
However, such securities were not included if the Transferee is a               
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934.    

 F-1-4

EX-4.1
170th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 170th
                5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the       
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.    

      ___      ___      Will the Transferee be purchasing the Certificates
Yes      No       only for the Transferee's own account?      

           6. If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of securities sold to   
the Transferee for the account of a third party (including any separate account)
in reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the    
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee    
will not purchase securities for a third party unless the Transferee has        
obtained a current representation letter from such third party or taken other   
appropriate steps contemplated by Rule 144A to conclude that such third party   
independently meets the definition of "qualified institutional buyer" set forth 
in Rule 144A.                                                                   

              7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions    
herein. Until such notice is given, the Transferee's purchase of the            
Certificates will constitute a reaffirmation of this certification as of the    
date of such purchase. In addition, if the Transferee is a bank or savings and  
loan as provided above, the Transferee agrees that it will furnish to such      
parties updated annual financial statements promptly after they become          
available.                                                                      

Dated:                                                                          

                              ------------------------------
                        Print Name of Transferee

                           By:________________________
                           Name:______________________
                              Title:________________________

 F-1-5

EX-4.1
171st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 171st
                                                          ANNEX 2 TO EXHIBIT F-1
                                                          ----------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------

[For Transferees That Are Registered Investment Companies]
----------------------------------------------------------

           The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Citibank, N.A., as Trustee and Certificate   
Registrar, with respect to the mortgage pass-through certificates (the          
"Certificates") described in the Transferee Certificate to which this           
certification relates and to which this certification is an Annex:              

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the         
Certificates (the "Transferee") or, if the Transferee is a "qualified           
institutional buyer" as that term is defined in Rule 144A under the Securities  
Act of 1933 ("Rule 144A") because the Transferee is part of a Family of         
Investment Companies (as defined below), is such an officer of the investment   
adviser (the "Adviser").                                                        

          2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as defined in Rule 144A because 
(i) the Transferee is an investment company registered under the Investment     
Company Act of 1940, and (ii) as marked below, the Transferee alone, or the     
Transferee's Family of Investment Companies, owned at least $100,000,000 in     
securities (other than the excluded securities referred to below) as of the end 
of the Transferee's most recent fiscal year. For purposes of determining the    
amount of securities owned by the Transferee or the Transferee's Family of      
Investment Companies, the cost of such securities was used.                     

____          The Transferee owned $___________________ in securities (other    
            than the excluded securities referred to below) as of the end of
       the Transferee's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).           

____          The Transferee is part of a Family of Investment Companies which  
            owned in the aggregate $______________ in securities (other than
           the excluded securities referred to below) as of the end of the
              Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).                      

               3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein
means two or more registered investment companies (or series thereof) that have 
the same investment adviser or investment advisers that are affiliated (by      
virtue of being majority owned subsidiaries of the same parent or because one   
investment adviser is a majority owned subsidiary of the other).                

 F-1-6

EX-4.1
172nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 172nd
                4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or          
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes 
and certificates of deposit, (iv) loan participations, (v) repurchase           
agreements, (vi) securities owned but subject to a repurchase agreement and     
(vii) currency, interest rate and commodity swaps.                              

                5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will 
continue to rely on the statements made herein because one or more sales to the 
Transferee will be in reliance on Rule 144A. In addition, the Transferee will   
only purchase for the Transferee's own account.                                 

            6. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein. 
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such 
purchase.                                                                       

Dated:                                                                          

                                          ------------------------------------
                                         Print Name of Transferee or Advisor

                                   By:__________________________
                                   Name:________________________
                                           Title:_______________________________

                    IF AN ADVISER:

                                           -------------------------------------
                              Print Name of Transferee

 F-1-7

EX-4.1
173rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 173rd
               The undersigned hereby certifies on behalf of the purchaser
named below (the "Purchaser") as follows:                                       

1.  I am an executive officer of the Purchaser.               

      2. The Purchaser is a "qualified institutional buyer", as defined in
Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.          

       3. As of the date specified below (which is not earlier than the last
day of the Purchaser's most recent fiscal year), the amount of "securities",    
computed for purposes of Rule 144A, owned and invested on a discretionary basis 
by the Purchaser was in excess of $100,000,000.                                 

Name of Purchaser  ___________________________________________________________  

By:      (Signature)__________________________________________________________  

Name of Signatory ____________________________________________________________  

Title ________________________________________________________________________  

Date of this certificate _____________________________________________________  

Date of information provided in paragraph 3 __________________________________  

 F-1-8

EX-4.1
174th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 174th
 EXHIBIT F-2

FORM OF TRANSFEROR CERTIFICATE

 February __, 2002

Citibank, N.A.                                                                  
111 Wall Street, 14th Floor / Zone 3                                            
New York, New York 10005                                                        

[Certificate Registrar]                                                         
___________________________                                                     
___________________________                                                     

Re:      Cendant Mortgage Capital LLC,                        
           CDMC Mortgage Pass-Through Certificates, Series 2002-1,
                Class ___, Representing a ___% Class ___ Percentage Interest
                ------------------------------------------------------------

Ladies and Gentlemen:                                                           

            In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage  
pass-through certificates (the "Certificates"), the Transferor hereby certifies 
as follows:                                                                     

                  Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,   
any interest in any Certificate or any other similar security to any person in  
any manner, (b) has solicited any offer to buy or to accept a pledge,           
disposition or other transfer of any Certificate, any interest in any           
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner, 
(d) has made any general solicitation by means of general advertising or in any 
other manner, (e) has taken any other action, that (in the case of each of      
subclauses (a) through (e) above) would constitute a distribution of the        
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or  
would render the disposition of any Certificate a violation of Section 5 of the 
1933 Act or any state securities law or would require registration or           
qualification pursuant thereto. The Transferor will not act, nor has it         
authorized or will it authorize any person to act, in any manner set forth in   
the foregoing sentence with respect to any Certificate. The Transferor will not 
sell or otherwise transfer any of the Certificates, except in compliance with   
the provisions of that certain Pooling and Servicing Agreement, dated as of     
February 1, 2002, among Cendant Mortgage Capital LLC as Depositor, Cendant      
Mortgage Corporation as Master Servicer and Citibank, N.A. as Trustee (the      
"Pooling and Servicing Agreement"), pursuant to which Pooling and Servicing     
Agreement the Certificates were issued.                                         

       Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.                        

 F-2-1

EX-4.1
175th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 175th
                             Very truly yours,

                        [Transferor]

                                       By:________________________
                                       Name:______________________
                                          Title:________________________

 F-2-2

EX-4.1
176th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 176th
 EXHIBIT F-3

FORM OF TRANSFEREE REPRESENTATION LETTER

 February __, 2002

Citibank, N.A.                                                                  
111 Wall Street, 14th Floor / Zone 3                                            
New York, New York 10005                                                        

[Certificate Registrar]                                                         
___________________________                                                     
___________________________                                                     

Re:      Cendant Mortgage Capital LLC,                        
           CDMC Mortgage Pass-Through Certificates, Series 2002-1,
                Class ___, Representing a ___% Class ___ Percentage Interest
                ------------------------------------------------------------

Ladies and Gentlemen:                                                           

            In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage  
pass-through certificates (the "Certificates"), the Transferee hereby certifies 
as follows:                                                                     

       1. The Transferee understands that (a) the Certificates have not been
and will not be registered or qualified under the Securities Act of 1933 (the   
"1933 Act") or any state securities law, (b) the Depositor is not required to so
register or qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or any state     
securities law, or if an exemption from such registration and qualification is  
available, (d) the Pooling and Servicing Agreement contains restrictions        
regarding the transfer of the Certificates and (e) the Certificates will bear a 
legend to the foregoing effect.                                                 

         2. The Transferee is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any       
distribution thereof in any manner that would violate the 1933 Act or any       
applicable state securities laws.                                               

     3. The Transferee is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters,
and, in particular, in such matters related to securities similar to the        
Certificates, such that it is capable of evaluating the merits and risks of     
investment in the Certificates, (b) able to bear the economic risks of such an  
investment and (c) an "accredited investor" within the meaning of Rule 501(a)   
promulgated pursuant to the 1933 Act.                                           

         4. The Transferee has been furnished with all information regarding (a)
the Certificates and distributions thereon, (b) the nature, performance and     
servicing of the Mortgage Loans, (c) the                                        

 F-3-1

EX-4.1
177th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 177th
Pooling and Servicing Agreement referred to below, and (d) any credit           
enhancement mechanism associated with the Certificates, that it has requested.  

         5. The Transferee has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise        
transfer any Certificate, any interest in any Certificate or any other similar  
security to any person in any manner, (b) solicit any offer to buy or to accept 
a pledge, disposition or other transfer of any Certificate, any interest in any 
Certificate or any other similar security from any person in any manner, (c)    
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other   
manner, (e) take any other action, that (in the case of each of subclauses (a)  
through (e) above) would constitute a distribution of the Certificates under the
1933 Act, or would render the disposition of any Certificate a violation of     
Section 5 of the 1933 Act or any state securities law or would require          
registration or qualification pursuant thereto. The Transferee will not sell or 
otherwise transfer any of the Certificates, except in compliance with the       
provisions of that certain Pooling and Servicing Agreement, dated as of February
1, 2002, among Cendant Mortgage Capital LLC as Depositor, Cendant Mortgage      
Corporation as Master Servicer and Citibank, N.A. as Trustee (the "Pooling and  
Servicing Agreement"), pursuant to which Pooling and Servicing Agreement the    
Certificates were issued.                                                       

       Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.                        

                           Very truly yours,

                      [Transferee]

                                     By:________________________
                                     Name:______________________
                                        Title:________________________

 F-3-2

EX-4.1
178th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 178th
 EXHIBIT F-4

FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF ________       )                                                       
: ss.:                          
COUNTY OF ________      )                                                       

         ________________________ , being duly sworn, deposes,
represents and warrants as follows:                                             

        (i) I am a ______________________ of ____________________________ (the
"Owner") a corporation duly organized and existing under the laws of            
______________, the record owner of or ______% Percentage Interest in the       
Cendant Mortgage Capital LLC, CDMC Mortgage Pass- Through Certificates, Series  
2002-1, Class R (the "Class R Certificates"), on behalf of whom I make this     
affidavit and agreement. Capitalized terms used but not defined herein have the 
respective meanings assigned thereto in the Pooling and Servicing Agreement     
pursuant to which the Class R Certificates were issued.                         

  (ii) The Owner (i) is and will be a "Permitted Transferee" as of
____________________, 200___ and (ii) is acquiring the Class R Certificates for 
its own account or for the account of another Owner from which it has received  
an affidavit in substantially the same form as this affidavit. A "Permitted     
Transferee" is any person other than a "disqualified organization" or a         
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency 
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by 
any such governmental entity) or any foreign government, international          
organization or any agency or instrumentality of such foreign government or     
organization, any rural electric or telephone cooperative, or any organization  
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business 
taxable income.                                                                 

  (iii) The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the   
Internal Revenue Code of 1986 that applies to all transfers of the Class R      
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,       
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that  
the person otherwise liable for the tax shall be relieved of liability for the  
tax if the transferee furnishes to such person an affidavit that thetransferee  
is a Permitted Transferee and, at the time of transfer, such person does not    
have actual knowledge that the affidavit is false; and (iv) that each of the    
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the        
transferor of a "noneconomic residual interest" will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant 
purpose of the transfer is to impede the assessment or collection of tax.       

 F-4-1

EX-4.1
179th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 179th
       (iv) The Owner is aware of the tax imposed on a "pass-through entity"
holding the Class R Certificates if, at any time during the taxable year of the 
pass-through entity, a non-Permitted Transferee is the record holder of an      
interest in such entity. (For this purpose, a "pass-through entity"includes a   
regulated investment company, a real estate investment trust or common trust    
fund, a partnership, trust or estate, and certain cooperatives.)                

        (v) The Owner is aware that the Trustee will not register the transfer
of any Class R Certificate unless the transferee, or the transferee's agent,    
delivers to the Trustee, among other things, an affidavit in substantially the  
same form as this affidavit. The Owner expressly agrees that it will not        
consummate any such transfer if it knows or believes that any of the            
representations contained in such affidavit and agreement are false.            

        (vi) The Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is a Permitted Transferee.                      

        (vii) The Owner's taxpayer identification number is _________________.

         (viii) The Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(d) of the Pooling   
and Servicing Agreement under which the Class R Certificates were issued (in    
particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a    
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be     
bound by and to comply with such restrictions and provisions.                   

   (ix) The Owner is not acquiring and will not transfer the Class R
Certificates in order to impede the assessment or collection of any tax.        

         (x) The Owner anticipates that it will, so long as it holds the Class R
Certificates, have sufficient assets to pay any taxes owed by the holder of such
Class R Certificates, and hereby represents to and for the benefit of the person
from whom it acquired the Class R Certificates that the Owner intends to pay    
taxes associated with holding such Class R Certificates as they become due,     
fully understanding that it may incur tax liabilities in excess of any cash     
flows generated by the Class R Certificates.                                    

         (xi) The Owner has no present knowledge that it may become insolvent or
subject to a bankruptcy proceeding for so long as it holds the Class R          
Certificates.                                                                   

         (xii) The Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the          
Certificates remain outstanding.                                                

     (xiii) The Owner is not acquiring the Class R Certificates with the
intent to transfer the Class R Certificates to any person or entity that will   
not have sufficient assets to pay any taxes owed by the holder of such Class R  
Certificates, or that may become insolvent or subject to a bankruptcy           
proceeding, for so long as the Class R Certificates remain outstanding.         

 F-4-2

EX-4.1
180th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 180th
        (xiv) The Owner will, in connection with any transfer that it makes of
the Class R Certificates, obtain from its transferee the representations        
required by Section 5.02(d) of the Pooling and Servicing Agreement under which  
the Class R Certificate were issued and will not consummate any such transfer if
it knows, or knows facts that should lead it to believe, that any such          
representations are false.                                                      

       (xv) The Owner will, in connection with any transfer that it makes of
the Class R Certificates, deliver to the Trustee an affidavit, which represents 
and warrants that it is not transferring the Class R Certificates to impede the 
assessment or collection of any tax and that it has no actual knowledge that the
proposed transferee: (i) has insufficient assets to pay any taxes owed by such  
transferee as holder of the Class R Certificates; (ii) may become insolvent or  
subject to a bankruptcy proceeding for so long as the Class R Certificates      
remains outstanding; and (iii) is not a "Permitted Transferee".                 

  (xvi) The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the  
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included in    
gross income for United States federal income tax purposes regardless of its    
connection with the conduct of a trade or business within the United States.    

 F-4-3

EX-4.1
181st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 181st
                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by 
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of   
__________, 200___.                                                             

           [OWNER]

                                  By:___________________________
                                  Name:_________________________
                             Title:   [Vice] President

ATTEST:                                                                         

By:__________________________                                                   
Name:________________________                                                   
Title: [Assistant] Secretary                                                    

            Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to 
be a [Vice] President of the Owner, and acknowledged to me that [he/she]        
executed the same as [his/her] free act and deed and the free act and deed of   
the Owner.                                                                      

               Subscribed and sworn before me this ____ day of __________,
200___.                                                                         

                                  --------------------------------
                                 Notary Public

                                  County of ______________________
                                  State of _______________________

                        My Commission expires:

 F-4-4

EX-4.1
182nd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 182nd
FORM OF TRANSFEROR AFFIDAVIT

STATE OF ________       )                                                       
: ss. :                         
COUNTY OF ________      )                                                       

        ________________________, being duly sworn, deposes,
represents and warrants as follows:                                             

                 1. I am a ____________________ of ___________________________
(the "Owner"), a corporation duly organized and existing under the laws of      
______________, on behalf of whom I make this affidavit.                        

               2. The Owner is not transferring the Class R (the "Residual
Certificates") to impede the assessment or collection of any tax.               

                3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has 
insufficient assets to pay any taxes owed by such proposed transferee as holder 
of the Residual Certificates; (ii) may become insolvent or subject to a         
bankruptcy proceeding for so long as the Residual Certificates remain           
outstanding and (iii) is not a Permitted Transferee.                            

                4. The Owner understands that the Purchaser has delivered to
the Trustee a transfer affidavit and agreement in the form attached to the      
Pooling and Servicing Agreement as Exhibit F-4. The Owner does not know or      
believe that any representation contained therein is false.                     

         5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as         
contemplated by Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has          
historically paid its debts as they became due and has found no significant     
evidence to indicate that the Purchaser will not continue to pay its debts as   
they become due in the future. The Owner understands that the transfer of a     
Residual Certificate may not be respected for United States income tax purposes 
(and the Owner may continue to be liable for United States income taxes         
associated therewith) unless the Owner has conducted such an investigation.     

                6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement            

 F-4-5

EX-4.1
183rd Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 183rd
                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by 
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of   
___________, 200___.                                                            

             [OWNER]

                                     By: ___________________________
                                     Name:__________________________
                                 Title:     [Vice] President

ATTEST:                                                                         

By:__________________________                                                   
Name:________________________                                                   
Title: [Assistant] Secretary                                                    

            Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to 
be a [Vice] President of the Owner, and acknowledged to me that [he/she]        
executed the same as [his/her] free act and deed and the free act and deed of   
the Owner.                                                                      

               Subscribed and sworn before me this ____ day of __________,
200___.                                                                         

                                      ----------------------------------
                                   Notary Public

                                      County of ________________________
                                      State of _________________________

                          My Commission expires:

 F-4-6

EX-4.1
184th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 184th
 EXHIBIT G

 FORM OF ERISA REPRESENTATION LETTER

                                  February __,  2002

Cendant Mortgage Capital LLC                                                    
3000 Leadenhall Road                                                            
Mt. Laurel, New Jersey 08054                                                  

Citibank, N.A.                                                                  
111 Wall Street, 14th Floor / Zone 3                                            
New York, New York 10005                                                        

Cendant Mortgage Corporation                                                    
3000 Leadenhall Road                                                            
Mt. Laurel, New Jersey 08054                                                  

Re:      Cendant Mortgage Capital LLC                         
                 CDMC Mortgage Pass-Through Certificates, Series 2002-1, Class
[B-4][B-5][B-6][R]                          
                 -------------------------------------------------------------

Ladies and Gentlemen:                                                           

                 __________________________________ (the "Transferee") intends
to acquire from _____________________ (the "Transferor") $____________ Initial  
Certificate Principal Balance of Cendant Mortgage Capital LLC, CDMC Mortgage    
Pass-Through Certificates, Series 2002-1, Class ___ (the "Certificates"), issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing       
Agreement") dated as of February 1, 2002 among Cendant Mortgage Capital LLC as  
depositor (the "Depositor"), Cendant Mortgage Corporation as master servicer    
(the "Master Servicer") and Citibank, N.A. as trustee (the "Trustee").          
Capitalized terms used herein and not otherwise defined shall have the meanings 
assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby  
certifies, represents and warrants to, and covenants with the Depositor, the    
Trustee and the Master Servicer that the following statements in either (1) or  
(2) are accurate:                                                               

_____ (1) The Certificates (i) are not being acquired by, and will not be       
transferred to, any employee benefit plan within the meaning of section 3(3) of 
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or   
other retirement arrangement, including individual retirement accounts and      
annuities, Keogh plans and bank collective investment funds and insurance       
company general or separate accounts in which such plans, accounts or           
arrangements are invested, that is subject to Section 406 of ERISA or Section   
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a 
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the    
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing  
in plan assets within the meaning of the DOL regulation at 29                   
C.F.R.ss.2510.3-101; or                                                         

 G-1

EX-4.1
185th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 185th
_____ (2) The purchase of Certificates is permissible under applicable law, will
not constitute or result in any prohibited transaction under ERISA or Section   
4975 of the Code, will not subject the Depositor, the Trustee or the Master     
Servicer to any obligation in addition to those undertaken in the Pooling and   
Servicing Agreement and (i) the Transferee is an insurance company, (ii) the    
source of funds used to purchase such Certificates is an "insurance company     
general account" (as such term is defined in Prohibited Transaction Class       
Exemption ("PTCE") 95-60) and (iii) the conditions set forth in Sections I and  
III of PTCE 95-60 have been satisfied.                                          

                       Very truly yours,

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

                                         By: _______________________________
           Name:
            Title:

 G-2

EX-4.1
186th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 186th
 EXHIBIT H

 FORM OF LOST NOTE AFFIDAVIT

                 [Name of Seller], a ______________ corporation (the "Mortgage
Loan Seller"), by its undersigned authorized representative, hereby certifies:  

           Pursuant to the Mortgage Loan Purchase Agreement, dated
_______________, between the Seller [Cendant Mortage Corporation] [Bishop's Gate
Residential Mortgage Trust] and Cendant Mortgage Capital LLC (the "Depositor"), 
the Seller is granting all of its right, title and interest in and to the       
Mortgage Loan identified below to the Depositor. Terms used but not defined     
herein have the respective meanings assigned to them in the Mortgage Loan       
Purchase Agreement.                                                             

Mortgage Loan Number:                                                           
Maker:                                                                          
Original Principal Amount:                                                      
Original Mortgage Note Date:                                                    
Maturity Date:                                                                  

                  The Seller is the current owner and holder of the indebtedness
evidenced by the original Mortgage Note.                                        

               After diligent search, the Seller has been unable to locate
the original Mortgage Note and believes it to be lost or misplaced.             

          A true, complete and correct photocopy of the original
Mortgage Note is attached hereto.                                               

                 If at any time the Seller locates the original Mortgage Note,
the Mortgage Loan Seller shall endorse such original Mortgage Note in the       
following form: "Pay to the order of [Name of Trustee], as Trustee for the      
registered holders of Cendant Mortgage Capital LLC, Mortgage Pass- Through      
Certificates, CDMC Series 2002-1, without recourse," and shall promptly deliver 
to the Trustee the original Mortgage Note so endorsed, with all prior and       
intervening endorsements showing a complete chain of endorsement from the       
originator to the Seller.                                                       

                The Seller hereby indemnifies the Depositor, the Trustee and
the Certificateholders from and against any and all losses, liabilities,        
damages, claims or expenses of whatever kind (including without limitation      
attorneys' fees and disbursements) arising from or in connection with the       
Seller's failure to have delivered the original Mortgage Note (as required under
the Mortgage Loan Purchase Agreement) to the Trustee as designee of the         
Depositor, including without limitation any such losses, liabilities, damages,  
claims or expenses arising from or in connection with any claim by any third    
party who is the holder of such indebtedness by virtue of its possession of such
original Mortgage Note.                                                         

 H-1

EX-4.1
187th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 187th
              This Lost Note Affidavit shall inure to the benefit of the
Depositor, the Trustee and the Certificateholders and their respective          
successors and permitted assigns.                                               

Dated:                                                                          

                [Seller]

                                         By:______________________________
                                         Name:____________________________
                                         Title:___________________________

 H-2

EX-4.1
188th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 188th
 EXHIBIT I-1

 FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                           February __, 2002

Cendant Mortgage Capital LLC                                                    
3000 Leadenhall Road                                                            
Mt. Laurel, New Jersey 08054                                                  

Cendant Mortgage Corporation                                                    
3000 Leadenhall Road                                                            
Mt. Laurel, New Jersey 08054                                                  

         Re:      Pooling and Servicing Agreement, dated as of February 1, 2002,
             among Cendant Mortgage Capital LLC, as depositor, Cendant
                  Mortgage Corporation as master servicer and Citibank, N.A., as
            Trustee, CDMC Mortgage Pass-Through Certificates, Series
2002-1                                      
                  --------------------------------------------------------------

Ladies and Gentlemen:                                                           

          Attached is the Trustee's preliminary exception report
delivered in accordance with Section 2.02 of the referenced Pooling and         
Servicing Agreement (the "Pooling and Servicing Agreement"). Capitalized terms  
used but not otherwise defined herein shall have the meanings set forth in the  
Pooling and Servicing Agreement.                                                

          The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically        
required in the Pooling and Servicing Agreement. The Trustee makes no           
representations as to (i) the validity, legality, sufficiency, enforceability or
genuineness of any of the documents contained in the Mortgage File pertaining to
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the           
collectability, insurability, effectiveness or suitability of any such Mortgage 
Loan or (iii) whether any Mortgage File included any of the documents specified 
in Section 2.01 of the Pooling and Servicing Agreement.                         

                     CITIBANK,N.A.

                                            By:_________________________________
             Name:
              Title:

 I-1

EX-4.1
189th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 189th
 EXHIBIT I-2

 FORM OF TRUSTEE FINAL CERTIFICATION

                                          February__, 2002

Cendant Mortgage Capital LLC                                                    
3000 Leadenhall Road                                                            
Mt. Laurel, New Jersey 08054                                                    

Cendant Mortgage Corporation                                                    
3000 Leadenhall Road                                                            
Mt. Laurel, New Jersey 08054                                                  

         Re:      Pooling and Servicing Agreement, dated as of February 1, 2002,
             among Cendant Mortgage Capital LLC, as depositor, Cendant
                Mortgage Corporation, as master servicer and Citibank, N.A.,
               as Trustee, CDMC Mortgage Pass-Through Certificates, Series
2002-1                                      
                  --------------------------------------------------------------

Ladies and Gentlemen:                                                           

    In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, hereby certifies that, except as noted on 
the Schedule of Exceptions attached hereto, for each Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on  
the attachment hereto), it has received a complete Mortgage File which includes 
the documents required to be included in the Mortgage File as set forth in the  
Pooling and Servicing Agreement.                                                

      The undersigned has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the  
above-referenced Pooling and Servicing Agreement. The undersigned makes no      
representation as to: (i) the validity, legality, sufficiency, enforceability or
genuineness of any documents contained in any Mortgage File for any of the      
Mortgage Loans listed on the Mortgage Loan Schedule to the Pooling and Servicing
Agreement, (ii) the collectability, insurability, effectiveness or suitability  
of any such Mortgage Loan or (iii) whether any Mortgage File should include any 
flood insurance policy, any rider, addenda, surety or guaranty agreement, power 
of attorney, buy down agreement, assumption agreement, modification agreement,  
written assurance or substitution agreement.                                    

 I-2-1

EX-4.1
190th Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 190th
     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing          
Agreement.                                                                      

                                CITIBANK, N.A., as Trustee

                                           By:__________________________________
           Name:
            Title:

 I-2-2

EX-4.1
191st Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 191st
 EXHIBIT J

MORTGAGE LOAN PURCHASE AGREEMENT

(Available upon request)

 J-1

EX-4.1
Last Page of 192
TOC
1st
Previous
Next
↓Bottom
Just 192nd
 EXHIBIT K

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
 (Additional Collateral Servicing Agreement)

(Available Upon Request)

 K-1

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/25/32		7
		5/25/16		7
		9/25/08		7
		4/15/03		122
		3/25/02		139		157			8-K
Filed on:		3/8/02
For Period End:		2/27/02		16		157
		2/1/02		1		189
		11/1/01		10
		8/20/96		45
		2/28/96		23
									List all Filings