Option One Mortgage Loan Trust 2005-1 – ‘8-K’ for 1/28/05 – EX-4.1

On:  Friday, 1/28/05, at 1:40pm ET   ·   For:  1/28/05   ·   Accession #:  882377-5-194   ·   File #:  333-104020-04

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Optione One Mortgage Acceptance Corp.                  7     18K 
 2: EX-4.1      Pooling and Servicing Agreement                      386   1.17M 

EX-4.1   —   Pooling and Servicing Agreement
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================================================================================

 OPTION ONE MORTGAGE ACCEPTANCE CORPORATION,
 Depositor

OPTION ONE MORTGAGE CORPORATION,
 Master Servicer

 and

 WELLS FARGO BANK, N.A.,
 Trustee

 POOLING AND SERVICING AGREEMENT

 Dated as of January 1, 2005

 ___________________________

 Option One Mortgage Loan Trust 2005-1

Asset-Backed Certificates, Series 2005-1

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

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 TABLE OF CONTENTS

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ARTICLE I DEFINITIONS                                                                                             6

   SECTION 1.01.           Defined Terms..........................................................................6
   SECTION 1.02.           Accounting............................................................................55
   SECTION 1.03.           Allocation of Certain Interest Shortfalls.............................................55
   SECTION 1.04.           Rights of the NIMS Insurer............................................................57

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES                                       58

   SECTION 2.01.           Conveyance of Mortgage Loans..........................................................58
   SECTION 2.02.           Acceptance by Trustee.................................................................61
   SECTION 2.03.           Repurchase or Substitution of Mortgage Loans by the Originator........................62
   SECTION 2.04.           Intentionally Omitted.................................................................65
   SECTION 2.05.           Representations, Warranties and Covenants of the Master Servicer......................65
   SECTION 2.06.           Representations and Warranties of the Depositor.......................................67
   SECTION 2.07.           Issuance of Certificates..............................................................69
   SECTION 2.08.           Conveyance of the Subsequent Mortgage Loans...........................................69
   SECTION 2.09.           Conveyance of REMIC  Regular  Interests  and  Acceptance  of REMIC 2,  REMIC 3,         
                           REMIC 4 and REMIC 5 by the Trustee; Issuance of Certificates..........................73
   SECTION 2.10.           Negative Covenants of the Trustee and the Master Servicer.............................74

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS                                                   75

   SECTION 3.01.           Master Servicer to Act as Master Servicer.............................................75
   SECTION 3.02.           Sub-Servicing Agreements Between Master Servicer and Sub-Servicers....................77
   SECTION 3.03.           Successor Sub-Servicers...............................................................78
   SECTION 3.04.           Liability of the Master Servicer......................................................78
   SECTION 3.05.           No Contractual  Relationship  Between  Sub-Servicers and the NIMS Insurer,  the         
                           Trustee or Certificateholders.........................................................79
   SECTION 3.06.           Assumption or Termination of Sub-Servicing Agreements by Trustee......................79
   SECTION 3.07.           Collection of Certain Mortgage Loan Payments..........................................80
   SECTION 3.08.           Sub-Servicing Accounts................................................................80
   SECTION 3.09.           Collection of Taxes, Assessments and Similar Items; Servicing Accounts................81
   SECTION 3.10.           Collection Account and Distribution Account...........................................82
   SECTION 3.11.           Withdrawals from the Collection Account and Distribution Account......................84
   SECTION 3.12.           Investment of Funds in the Collection Account and the Distribution Account............86
   SECTION 3.13.           [Reserved]............................................................................88

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   SECTION 3.14.           Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage........88
   SECTION 3.15.           Enforcement of Due-On-Sale Clauses; Assumption Agreements.............................89
   SECTION 3.16.           Realization Upon Defaulted Mortgage Loans.............................................90
   SECTION 3.17.           Trustee to Cooperate; Release of Mortgage Files.......................................93
   SECTION 3.18.           Servicing Compensation................................................................94
   SECTION 3.19.           Reports to the Trustee; Collection Account Statements.................................95
   SECTION 3.20.           Statement as to Compliance............................................................95
   SECTION 3.21.           Independent Public Accountants' Servicing Report......................................95
   SECTION 3.22.           Access to Certain Documentation; Filing of Reports by Trustee.........................96
   SECTION 3.23.           Title, Management and Disposition of REO Property.....................................98
   SECTION 3.24.           Obligations  of  the  Master   Servicer  in  Respect  of  Prepayment   Interest         
                           Shortfalls...........................................................................101
   SECTION 3.25.           [Reserved]...........................................................................101
   SECTION 3.26.           Obligations  of the Master  Servicer in Respect of  Mortgage  Rates and Monthly         
                           Payments.............................................................................101
   SECTION 3.27.           Solicitations........................................................................101
   SECTION 3.28.           Net WAC Rate Carryover Reserve Account...............................................102
   SECTION 3.29.           Advancing Facility...................................................................103
   SECTION 3.30.           [Reserved]...........................................................................104

ARTICLE IV FLOW OF FUNDS                                                                                        106

   SECTION 4.01.           Distributions........................................................................106
   SECTION 4.02.           [Reserved]...........................................................................112
   SECTION 4.03.           Statements...........................................................................112
   SECTION 4.04.           Remittance Reports; Advances.........................................................115
   SECTION 4.05.           Pre-Funding Accounts.................................................................117
   SECTION 4.06.           [Reserved]...........................................................................118
   SECTION 4.07.           Distributions on the REMIC Regular Interests.........................................118
   SECTION 4.08.           Allocation of Realized Losses........................................................122

ARTICLE V THE CERTIFICATES                                                                                      125

   SECTION 5.01.           The Certificates.....................................................................125
   SECTION 5.02.           Registration of Transfer and Exchange of Certificates................................125
   SECTION 5.03.           Mutilated, Destroyed, Lost or Stolen Certificates....................................131
   SECTION 5.04.           Persons Deemed Owners................................................................131
   SECTION 5.05.           Appointment of Paying Agent..........................................................131

ARTICLE VI THE MASTER SERVICER AND THE DEPOSITOR                                                                133

   SECTION 6.01.           Liability of the Master Servicer and the Depositor...................................133
   SECTION 6.02.           Merger or  Consolidation  of, or Assumption of the  Obligations  of, the Master         
                           Servicer or the Depositor............................................................133
   SECTION 6.03.           Limitation on Liability of the Master Servicer and Others............................133
   SECTION 6.04.           Master Servicer Not to Resign........................................................134

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   SECTION 6.05.           Delegation of Duties.................................................................135
   SECTION 6.06.           [Reserved]...........................................................................135
   SECTION 6.07.           Inspection...........................................................................135

ARTICLE VII DEFAULT                                                                                             136

   SECTION 7.01.           Master Servicer Events of Termination................................................136
   SECTION 7.02.           Trustee to Act; Appointment of Successor.............................................138
   SECTION 7.03.           Waiver of Defaults...................................................................139
   SECTION 7.04.           Notification to Certificateholders...................................................139
   SECTION 7.05.           Survivability of Master Servicer Liabilities.........................................139

ARTICLE VIII THE TRUSTEE                                                                                        140

   SECTION 8.01.           Duties of Trustee....................................................................140
   SECTION 8.02.           Certain Matters Affecting the Trustee................................................141
   SECTION 8.03.           Trustee Not Liable for Certificates or Mortgage Loans................................143
   SECTION 8.04.           Trustee May Own Certificates.........................................................143
   SECTION 8.05.           Trustee Fee and Expenses.............................................................144
   SECTION 8.06.           Eligibility Requirements for Trustee.................................................144
   SECTION 8.07.           Resignation or Removal of Trustee....................................................145
   SECTION 8.08.           Successor Trustee....................................................................146
   SECTION 8.09.           Merger or Consolidation of Trustee...................................................146
   SECTION 8.10.           Appointment of Co-Trustee or Separate Trustee........................................146
   SECTION 8.11.           Limitation of Liability..............................................................148
   SECTION 8.12.           Trustee May Enforce Claims Without Possession of Certificates........................148
   SECTION 8.13.           Suits for Enforcement................................................................148
   SECTION 8.14.           Waiver of Bond Requirement...........................................................149
   SECTION 8.15.           Waiver of Inventory, Accounting and Appraisal Requirement............................149

ARTICLE IX REMIC ADMINISTRATION                                                                                 150

   SECTION 9.01.           REMIC Administration.................................................................150
   SECTION 9.02.           Prohibited Transactions and Activities...............................................152
   SECTION 9.03.           Indemnification with Respect to Certain Taxes and Loss of REMIC Status...............152

ARTICLE X TERMINATION                                                                                           154

   SECTION 10.01.          Termination..........................................................................154
   SECTION 10.02.          Additional Termination Requirements..................................................156

ARTICLE XI MISCELLANEOUS PROVISIONS                                                                             157

   SECTION 11.01.          Amendment............................................................................157
   SECTION 11.02.          Recordation of Agreement; Counterparts...............................................158
   SECTION 11.03.          Limitation on Rights of Certificateholders...........................................158
   SECTION 11.04.          Governing Law; Jurisdiction..........................................................159

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SECTION 11.05. Notices..............................................................................159
SECTION 11.06. Severability of Provisions...........................................................160
SECTION 11.07. Article and Section References.......................................................160
SECTION 11.08. Notice to the Rating Agencies and the NIMS Insurer...................................160
SECTION 11.09. Further Assurances...................................................................161
SECTION 11.10. Third Party Rights...................................................................161
SECTION 11.11. Benefits of Agreement................................................................161
SECTION 11.12. Acts of Certificateholders...........................................................161
SECTION 11.13. No Petition..........................................................................162

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EXHIBITS:                                                                       
---------                                                                       

Exhibit A-1   Form of Class A-1A Certificates                                   
Exhibit A-2   Form of Class A-1B Certificates                                   
Exhibit A-3   Form of Class A-2 Certificates                                    
Exhibit A-4   Form of Class A-3 Certificates                                    
Exhibit A-5   Form of Class A-4 Certificates                                    
Exhibit A-6   Form of Class M-1 Certificates                                    
Exhibit A-7   Form of Class M-2 Certificates                                    
Exhibit A-8   Form of Class M-3 Certificates                                    
Exhibit A-9   Form of Class M-4 Certificates                                    
Exhibit A-10  Form of Class M-5 Certificates                                    
Exhibit A-11  Form of Class M-6 Certificates                                    
Exhibit A-12  Form of Class M-7 Certificates                                    
Exhibit A-13  Form of Class M-8 Certificates                                    
Exhibit A-14  Form of Class M-9 Certificates                                    
Exhibit A-15  Form of Class C Certificates                                      
Exhibit A-16  Form of Class P Certificates                                      
Exhibit A-17  Form of Class R Certificates                                      
Exhibit A-18  Form of Class R-X Certificates                                    
Exhibit B     [Reserved]                                                        
Exhibit C     Form of Mortgage Loan Purchase Agreement                          
Exhibit D     Mortgage Loan Schedule                                            
Exhibit E     Request for Release                                               
Exhibit F-1   Form of Trustee's Initial Certification                           
Exhibit F-2   Form of Trustee's Final Certification                             
Exhibit F-3   Form of Receipt of Mortgage Note                                  
Exhibit G     Loss Mitigation Procedures                                        
Exhibit H     Form of Lost Note Affidavit                                       
Exhibit I     [Reserved]                                                        
Exhibit J     Form of Investment Letter                                         
Exhibit K     Form of Residual Certificates Transfer Affidavit                  
Exhibit L     Form of Transferor Certificate                                    
Exhibit M     Form of ERISA Representation Letter                               
Exhibit N     Form of Cap Contracts                                             
Exhibit O     Form of Subsequent Transfer Instrument                            
Exhibit P     Form of Addition Notice                                           
Exhibit R-1   Form of Certification to Be Provided by the Depositor             
with Form 10-K                                      
Exhibit R-2   Form of Certification to Be Provided to Depositor by the Trustee  
Exhibit S     Annual Statement of Compliance pursuant to Section 3.20           

Schedule I        Prepayment Charge Schedule                                    

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                  This Pooling and Servicing Agreement is dated as of January 1,
2005 (the "Agreement"), among OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as    
depositor (the "Depositor"), OPTION ONE MORTGAGE CORPORATION, as master servicer
(the "Master Servicer") and WELLS FARGO BANK, N.A., as trustee (the "Trustee"). 

PRELIMINARY STATEMENT:

           The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes, 
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of eighteen     
classes of certificates, designated as (i) the Class A-1A Certificates, (ii) the
Class A-1B Certificates, (iii) the Class A-2 Certificates, (iv) the Class A-3   
Certificates, (v) the Class A-4 Certificates, (vi) the Class M-1 Certificates,  
(vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the   
Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6      
Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8            
Certificates, (xiv) the Class M-9 Certificates, (xv) the Class C Certificates,  
(xvi) the Class P Certificates, (xvii) the Class R Certificates and (xviii) the 
Class R-X Certificates.                                                         

 REMIC 1
 -------

                  As provided herein, the Trustee will make an election to treat
the segregated pool of assets consisting of the Group I Mortgage Loans, the     
Group II Mortgage Loans and certain other related assets subject to this        
Agreement (but exclusive of the Pre-Funding Accounts, the Net WAC Rate Carryover
Reserve Account, the Master Servicer Prepayment Charge Payment Amounts and the  
Cap Contracts) as a real estate investment conduit (a "REMIC") for federal      
income tax purposes, and such segregated pool of assets will be designated as   
"REMIC 1." The Class R-1 Interest will represent the sole class of "residual    
interests" in REMIC 1 for purposes of the REMIC Provisions under federal income 
tax law. The following table irrevocably sets forth the designation, the        
Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal  
Balance, and for purposes of satisfying Treasury regulation Section             
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC 1
Regular Interests. None of the REMIC 1 Regular Interests will be certificated.  

                                                                [Download Table]


             Uncertificated REMIC 1  Initial Uncertificated   Assumed Final  
Designation    Pass-Through Rate       Principal Balance     Maturity Date(1)
-----------    -----------------       -----------------     ----------------
                                                                             
    LT1           Variable(2)          $   239,740,931.48     February 2035  
   LT1PF          Variable(2)          $    48,442,968.52     February 2035  
    LT2           Variable(2)          $   757,081,409.37     February 2035  
   LT2PF          Variable(2)          $   154,734,590.63     February 2035  
    LTP           Variable(2)          $           100.00     February 2035  

__________                                                                      
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury            
        regulations, the Distribution Date following the maturity date for the
Mortgage Loan with the latest possible maturity date has been 
designated as the "latest possible maturity date" for each    
Uncertificated REMIC 1 Regular Interest.                      
(2)      Calculated in accordance with the definition of "Uncertificated REMIC 1
Pass-Through Rate" herein.                                    

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 REMIC 2
 -------

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

                                                                [Download Table]


             Uncertificated REMIC 2  Initial Uncertificated   Assumed Final  
Designation    Pass-Through Rate       Principal Balance     Maturity Date(1)
-----------    -----------------       -----------------     ----------------
  LT2AA           Variable(2)           $ 587,999,951.00       February 2035 
                                                                             
 LT2A1A           Variable(2)           $   1,000,000.00       February 2035 
 LT2A1B           Variable(2)           $     250,000.00       February 2035 
  LT2A2           Variable(2)           $   1,314,570.00       February 2035 
  LT2A3           Variable(2)           $   2,166,405.00       February 2035 
  LT2A4           Variable(2)           $     474,025.00       February 2035 
  LT2M1           Variable(2)           $     264,000.00       February 2035 
  LT2M2           Variable(2)           $     111,000.00       February 2035 
  LT2M3           Variable(2)           $      69,000.00       February 2035 
  LT2M4           Variable(2)           $      69,000.00       February 2035 
  LT2M5           Variable(2)           $     108,000.00       February 2035 
  LT2M6           Variable(2)           $      54,000.00       February 2035 
  LT2M7           Variable(2)           $      42,000.00       February 2035 
  LT2M8           Variable(2)           $      21,000.00       February 2035 
  LT2M9           Variable(2)           $      27,000.00       February 2035 
  LT2ZZ           Variable(2)           $   6,029,999.00       February 2035 
  LT2P            Variable(2)           $         100.00       February 2035 
 LT2SUB1          Variable(2)           $       3,818.40       February 2035 
 LT2GRP1          Variable(2)           $      28,818.40       February 2035 
 LT2SUB2          Variable(2)           $      12,081.60       February 2035 
 LT2GRP2          Variable(2)           $      91,181.60       February 2035 
  LT2XX           Variable(2)           $ 599,864,050.00       February 2035 

__________                                                                      
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury            
        regulations, the Distribution Date following the maturity date for the
        Mortgage Loan with the latest maturity date has been designated as the
    "latest possible maturity date" for each REMIC 2 Regular Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC 2
Pass-Through Rate" herein.                                    

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 REMIC 3
 -------

             As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the REMIC 2 Regular Interests 
as a REMIC for federal income tax purposes, and such segregated pool of assets  
will be designated as "REMIC 3." The Class R-3 Interest represents the sole     
class of "residual interests" in REMIC 3 for purposes of the REMIC Provisions.  

           The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance 
for each Class of Certificates that represents one or more of the "regular      
interests" in REMIC 3 created hereunder:                                        

                                                                [Download Table]


                                              Original Class                      
                             Pass-Through  Certificate Principal   Assumed Final  
      Class Designation          Rate            Balance          Maturity Date(1)
      -----------------          ----            -------          ----------------
                                                                                  
Class A-1A.................. Variable(2)     $200,000,000.00       February 2035  
Class A-1B.................. Variable(2)     $ 50,000,000.00       February 2035  
Class A-2................... Variable(2)     $262,914,000.00       February 2035  
Class A-3................... Variable(2)     $433,281,000.00       February 2035  
Class A-4................... Variable(2)     $ 94,805,000.00       February 2035  
Class M-1................... Variable(2)     $ 52,800,000.00       February 2035  
Class M-2................... Variable(2)     $ 22,200,000.00       February 2035  
Class M-3................... Variable(2)     $ 13,800,000.00       February 2035  
Class M-4................... Variable(2)     $ 13,800,000.00       February 2035  
Class M-5................... Variable(2)     $ 21,600,000.00       February 2035  
Class M-6................... Variable(2)     $ 10,800,000.00       February 2035  
Class M-7................... Variable(2)     $  8,400,000.00       February 2035  
Class M-8................... Variable(2)     $  4,200,000.00       February 2035  
Class M-9................... Variable(2)     $  5,400,000.00       February 2035  
Class C Interest............ Variable(3)     $  5,999,900.00       February 2035  
Class P Interest............    N/A(4)       $        100.00       February 2035  

__________                                                                      
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury            
        regulations, the Distribution Date following the maturity date for the
        Mortgage Loan with the latest maturity date has been designated as the
     "latest possible maturity date" for each Class of Certificates that
represents one or more of the "regular interests" in REMIC 3. 
(2)      Calculated in accordance with the definition of "Pass-Through Rate"    
herein.                                                       
(3)      The Class C Interest will accrue interest at its variable Pass-Through 
      Rate on the Notional Amount of the Class C Interest outstanding from
    time to time which shall equal the aggregate of the Uncertificated
         Principal Balances of the REMIC 2 Regular Interests (other than REMIC 2
       Regular Interest LT2P). The Class C Interest will not accrue interest
on its Class Certificate Principal Balance.                   
(4)      The Class P Interest will not accrue interest.                         

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 REMIC 4
 -------

             As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class C Interest as a     
REMIC for federal income tax purposes, and such segregated pool of assets will  
be designated as "REMIC 4." The Class R-4 Interest represents the sole class of 
"residual interests" in REMIC 4 for purposes of the REMIC Provisions under      
federal income tax law.                                                         

           The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance 
for each Class of Certificates that represents one or more of the "regular      
interests" in REMIC 4 created hereunder:                                        

                                                                [Download Table]


                                              Original Class                      
                             Pass-Through  Certificate Principal   Assumed Final  
      Class Designation          Rate            Balance          Maturity Date(1)
      -----------------          ----            -------          ----------------
                                                                                  
Class C ....................  Variable(2)    $ 5,999,900.00         February 2035 

__________                                                                      
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury            
        regulations, the Distribution Date following the maturity date for the
        Mortgage Loan with the latest maturity date has been designated as the
     "latest possible maturity date" for each Class of Certificates that
represents one or more of the "regular interests" in REMIC 4. 
(2)      The Class C Certificates will receive 100% of amounts received in      
respect of the Class C Interest.                              

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 REMIC 5
 -------

             As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class P Interest as a     
REMIC for federal income tax purposes, and such segregated pool of assets will  
be designated as "REMIC 5." The Class R-5 Interest represents the sole class of 
"residual interests" in REMIC 5 for purposes of the REMIC Provisions under      
federal income tax law.                                                         

           The following table sets forth (or describes) the Class
designation, Pass-Through Rate and Original Class Certificate Principal Balance 
for each Class of Certificates that represents one or more of the "regular      
interests" in REMIC 5 created hereunder:                                        

                                                                [Download Table]


                                              Original Class                      
                             Pass-Through  Certificate Principal   Assumed Final  
      Class Designation          Rate            Balance          Maturity Date(1)
      -----------------          ----            -------          ----------------
                                                                                  
Class P ....................  Variable(2)        $100.00            February 2035 

__________                                                                      
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury            
        regulations, the Distribution Date following the maturity date for the
        Mortgage Loan with the latest maturity date has been designated as the
     "latest possible maturity date" for each Class of Certificates that
represents one or more of the "regular interests" in REMIC 5. 
(2)      The Class P Certificates will receive 100% of amounts received in      
respect of the Class P Interest                               

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 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, all calculations in respect of interest on the Class A Certificates  
and the Mezzanine Certificates shall be made on the basis of the actual number  
of days elapsed on the basis of a 360-day year and all calculations in respect  
of interest on the Class C Certificates and all other calculations of interest  
described herein shall be made on the basis of a 360-day year consisting of     
twelve 30-day months. The Class P Certificates and the Residual Certificates are
not entitled to distributions in respect of interest and, accordingly, will not 
accrue interest.                                                                

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

               "Account": Either of the Collection Account or Distribution
Account.                                                                        

                  "Accrual Period": With respect to the Class A Certificates and
the Mezzanine Certificates and each Distribution Date, the period commencing on 
the preceding Distribution Date (or in the case of the first such Accrual       
Period, commencing on the Closing Date) and ending on the day preceding the     
current Distribution Date. With respect to the Class C Certificates and each    
Distribution Date, the calendar month prior to the month of such Distribution   
Date.                                                                           

                 "Addition Notice": With respect to the transfer of Subsequent
Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the      
Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust
Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of
the Subsequent Cut-off Date. The Addition Notice shall be given not later than  
three Business Days prior to the related Subsequent Transfer Date and shall be  
substantially in the form attached hereto as Exhibit P.                         

               "Adjustable Rate Mortgage Loan": A first lien Mortgage Loan
which provides at any period during the life of such loan for the adjustment of 
the Mortgage Rate payable in respect thereto. The Adjustable Rate Mortgage Loans
are identified as such on the Mortgage Loan Schedule.                           

             "Adjusted Net Maximum Mortgage Rate": With respect to any
Distribution Date and any Mortgage Loan (or the related REO Property) in the    
Trust Fund as of the close of business on the last day of the preceding calendar
month, a per annum rate of interest equal to the applicable Maximum Mortgage    
Rate for such Mortgage Loan (or the Mortgage Rate in the case of any Fixed Rate 
Mortgage Loan) as of the first day of the month preceding the month in which the
Distribution Date occurs minus the sum of (i) the Trustee Fee Rate, (ii) the    
Servicing Fee Rate and (iii) the PMI Premium Rate, if applicable.               

                  "Adjusted Net Mortgage Rate": With respect to any Distribution
Date and any Mortgage Loan (or the related REO Property) in the Trust Fund as of
the close of business on the                                                    

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last day of the preceding prepayment period, a per annum rate of interest equal 
to the applicable Mortgage Rate for such Mortgage Loan as of the first day of   
the month preceding the month in which the related Distribution Date occurs     
minus the sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii)
the PMI Premium Rate, if applicable.                                            

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

           "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 4.04.                                                                

             "Advancing Facility":  As defined in Section 3.29 hereof.

           "Advancing Person":  As defined in Section 3.29 hereof.

                "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 hereof and supplements hereto.                                       

         "Allocated Realized Loss Amount": With respect to any
Distribution Date and the Mezzanine Certificates and the Class A-1B             
Certificates, the sum of (i) any Realized Losses allocated to such Class of     
Certificates on such Distribution Date and (ii) the amount of any Allocated     
Realized Loss Amount for such Class of Certificates remaining unpaid from the   
previous Distribution Date as reduced by an amount equal to the increase in the 
related Certificate Principal Balance due to the receipt of Subsequent          
Recoveries.                                                                     

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom, if applicable,  
the mortgage recordation information which has not been required pursuant to    
Section 2.01 hereof or returned by the applicable recorder's office and if the  
assignment has been delivered in blank, the name of the Assignee), 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 Funds": With respect to any Distribution Date, 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,        
including any Subsequent Recoveries, (b) Liquidation Proceeds, Insurance        
Proceeds, Principal Prepayments and other unscheduled recoveries of principal   
and                                                                             

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interest in respect of the Mortgage Loans received 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, (e) the aggregate of any        
Advances made by the Master Servicer for such Distribution Date, (f) the        
aggregate of any related advances made by the Trustee for such Distribution Date
pursuant to Section 7.02, (g) [reserved], (h) with respect to the Distribution  
Date immediately following the end of the Funding Period, any amounts in the    
Pre-Funding Accounts (exclusive of investment income) after giving effect to any
purchase of Subsequent Mortgage Loans, (i) [reserved] and (j) the amount of any 
Prepayment Charges collected by the Master Servicer in connection with the full 
or partial prepayment of any of the Mortgage Loans and any Master Servicer      
Prepayment Charge Payment Amount over (ii) the sum of (a) amounts reimbursable  
or payable to the Master Servicer pursuant to Section 3.11(a) or the Trustee    
pursuant to Section 3.11(b), (b) amounts deposited in the Collection Account or 
the Distribution Account pursuant to clauses (a) through (j) above, as the case 
may be, in error, (c) the amount of any Prepayment Charges collected by the     
Master Servicer in connection with the full or partial prepayment of any of the 
Mortgage Loans and any Master Servicer Prepayment Charge Payment Amount, (d) the
Trustee Fee payable from the Distribution Account pursuant to Section 8.05, (e) 
the PMI Premium payable from the Distribution Account and (f) any               
indemnification payments or expense reimbursements made by the Trust Fund       
pursuant to Section 8.05.                                                       

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

                 "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 Class A Certificates and the Mezzanine Certificates shall be          
Book-Entry Certificates.                                                        

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

          "Cap Amount": The Cap Amount for each Class of Class A
Certificates and Mezzanine Certificates is equal to (i) the aggregate amount    
received by the Trust from the related Cap Contract multiplied by (ii) a        
fraction equal to (a) the Certificate Principal Balance of such Class           
immediately prior to the applicable Distribution Date (minus an amount equal to 
the Certificate Principal Balance of such Class beneficially owned by the       
Originator or its Affiliates) divided by (b) the aggregate Certificate Principal
Balance of the Certificates directly benefited by the related Cap Contract      
(minus an amount equal to the Certificate Principal Balance of such Class       
beneficially owned by the Originator or its Affiliates), immediately prior to   
the applicable Distribution Date.                                               

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                  "Cap Contract": Any one of the following: (i) the Cap Contract
between the Trustee, on behalf of the Trust and the counterparty thereunder, for
the benefit of the Holders of the Group I Certificates; (ii) the Cap Contract   
between the Trustee, on behalf of the Trust and the counterparty thereunder, for
the benefit of the Holders of the Group II; and (iii) the Cap Contract between  
the Trustee, on behalf of the Trust and the counterparty thereunder, for the    
benefit of the Holders of the Mezzanine Certificates, forms of which are        
attached hereto as Exhibit N.                                                   

      "Certificate": Any Regular Certificate or Residual
Certificate.                                                                    

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

       "Certificate Margin": With respect to each Class of
Adjustable-Rate Certificates and for purposes of the Marker Rate and the Maximum
LT2ZZ Uncertificated Interest Deferral Amount, the specified REMIC I Regular    
Interest, as follows:                                                           

             REMIC I Regular              Certificate Margin
   Class             Interest              (1) (%)             (2) (%)
   -----             --------              -------             -------
   A-1A              I-LTA1A              0.250%              0.500%
   A-1B              I-LTA1B              0.330%              0.660%
   A-2               I-LTA2               0.130%              0.260%
   A-3               I-LTA3               0.240%              0.480%
   A-4               I-LTA4               0.400%              0.800%
   M-1               I-LTM1               0.520%              0.780%
   M-2               I-LTM2               0.540%              0.810%
   M-3               I-LTM3               0.600%              0.900%
   M-4               I-LTM4               1.000%              1.500%
   M-5               I-LTM5               1.250%              1.875%
   M-6               I-LTM6               1.650%              2.475%
   M-7               I-LTM7               2.750%              4.125%
   M-8               I-LTM8               3.250%              4.875%
   M-9               I-LTM9               3.000%              4.500%
__________                                                                      
(1)      For the Accrual Period for each Distribution Date on or prior to the   
Optional Termination Date.                                    
(2)      For each other Accrual Period.                                         

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

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                 "Certificate Principal Balance": With respect to any Class of
Regular Certificates (other than the Class C Certificates) immediately prior to 
any Distribution Date, will be equal to the Initial Certificate Principal       
Balance thereof (A) increased, in the case of a Mezzanine Certificate and the   
Class A-1B Certificates, by the amount of any Subsequent Recoveries added to the
Certificate Principal Balance of such Class pursuant to Section 4.01, (B)       
reduced by the sum of all amounts actually distributed in respect of principal  
of such Class and (C) further reduced, in the case of a Mezzanine Certificate   
and Class A-1B Certificate, by Realized Losses allocated thereto on all prior   
Distribution Dates. With respect to the Class C Certificates as of any date of  
determination, an amount equal to the excess, if any, of (A) the then aggregate 
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B) the  
then aggregate Certificate Principal Balances of the Class A Certificates, the  
Mezzanine Certificates and the Class P Certificates then outstanding.           

           "Certificate Register" and "Certificate Registrar": The
register maintained and 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 Certificateholder": Any Holder of a Class A
Certificate.                                                                    

                  "Class A Certificates": Any Class A-1A Certificate, Class A-1B
Certificate, Class A-2 Certificate, Class A-3 Certificate or Class A-4          
Certificate.                                                                    

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

       "Class A-1A Certificate": Any one of the Class A-1A
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, 
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 3.                                       

       "Class A-1B Certificate": Any one of the Class A-1B
Certificates executed by the Trustee, and authenticated and delivered by the    
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2, 
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 3.                                       

                  "Class A-2 Certificate": Any one of the Class A-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-3, representing
the right to distributions as set forth herein and therein and evidencing a     
regular interest in REMIC 3.                                                    

                  "Class A-3 Certificate": Any one of the Class A-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-4, representing
the right to distributions as set forth herein and therein and evidencing a     
regular interest in REMIC 3.                                                    

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                  "Class A-4 Certificate": Any one of the Class A-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-5, representing
the right to distributions as set forth herein and therein and evidencing a     
regular interest in REMIC 3.                                                    

                "Class C Certificate": Any one of the Class C Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-15,            
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 4.                                       

               "Class C Interest": An uncertificated interest in the Trust
held by the Trustee on behalf of the Holders of the Class C Certificates,       
evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.  

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-6, representing
the right to distributions as set forth herein and therein and evidencing a     
regular interest in REMIC 3.                                                    

                  "Class M-1 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date) 
and (ii) the Certificate Principal Balance of the Class M-1 Certificates        
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) 82.30% and (ii) the aggregate Stated Principal Balance of the    
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period) and (B) the positive difference, if any,  
of the aggregate Stated Principal Balance of the Mortgage Loans as of the last  
day of the related Due Period (after giving effect to scheduled payments of     
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) minus the Overcollateralization Floor.                                  

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-7, representing
the right to distributions as set forth herein and therein and evidencing a     
regular interest in REMIC 3.                                                    

                  "Class M-2 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date) and (iii) the Certificate Principal Balance of the   
Class M-2 Certificates immediately prior to such Distribution Date over (y) the 
lesser of (A) the product of (i) 86.00% and (ii) the aggregate Stated Principal 
Balance of the Mortgage Loans as of the last day of the related Due Period      
(after giving effect to scheduled payments of principal due during the related  
Due Period, to the extent received or advanced, and unscheduled collections of  
principal                                                                       

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received during the related Prepayment Period) and (B) the positive difference, 
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of   
the last day of the related Due Period (after giving effect to scheduled        
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) minus the Overcollateralization Floor.               

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-8, representing
the right to distributions as set forth herein and therein and evidencing a     
regular interest in REMIC 3.                                                    

                  "Class M-3 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2        
Principal Distribution Amount on such Distribution Date) and (iv) the           
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 88.30% and 
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of     
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) and (B) the positive difference, if any, of the aggregate Stated        
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) minus   
the Overcollateralization Floor.                                                

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-9, representing
the right to distributions as set forth herein and therein and evidencing a     
regular interest in REMIC 3.                                                    

                  "Class M-4 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2        
Principal Distribution Amount on such Distribution Date), (iv) the Certificate  
Principal Balance of the Class M-3 Certificates (after taking into account the  
payment of the Class M-3 Principal Distribution Amount on such Distribution     
Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates   
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) 90.60% and (ii) the aggregate Stated Principal Balance of the    
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal           

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received during the related Prepayment Period) and (B) the positive difference, 
if any, of the aggregate Stated Principal Balance of the Mortgage Loans as of   
the last day of the related Due Period (after giving effect to scheduled        
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) minus the Overcollateralization Floor.               

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-10,            
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 3.                                       

                  "Class M-5 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2        
Principal Distribution Amount on such Distribution Date), (iv) the Certificate  
Principal Balance of the Class M-3 Certificates (after taking into account the  
payment of the Class M-3 Principal Distribution Amount on such Distribution     
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates      
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date) and (vi) the Certificate Principal Balance of 
the Class M-5 Certificates immediately prior to such Distribution Date over (y) 
the lesser of (A) the product of (i) 94.21% and (ii) the aggregate Stated       
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) and (B) 
the positive difference, if any, of the aggregate Stated Principal Balance of   
the Mortgage Loans as of the last day of the related Due Period (after giving   
effect to scheduled payments of principal due during the related Due Period, to 
the extent received or advanced, and unscheduled collections of principal       
received during the related Prepayment Period) minus the Overcollateralization  
Floor.                                                                          

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-11,            
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 3.                                       

                  "Class M-6 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2        
Principal Distribution Amount on such Distribution Date), (iv) the Certificate  
Principal Balance of the Class M-3 Certificates (after taking into account the  
payment of the Class M-3 Principal Distribution Amount on such Distribution     
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates      
(after                                                                          

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taking into account the payment of the Class M-4 Principal Distribution Amount  
on such Distribution Date), (vi) the Certificate Principal Balance of the Class 
M-5 Certificates (after taking into account the payment of the Class M-5        
Principal Distribution Amount on such Distribution Date) and (vii) the          
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 96.00% and 
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of     
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) and (B) the positive difference, if any, of the aggregate Stated        
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) minus   
the Overcollateralization Floor.                                                

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-12,            
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 3.                                       

                  "Class M-7 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2        
Principal Distribution Amount on such Distribution Date), (iv) the Certificate  
Principal Balance of the Class M-3 Certificates (after taking into account the  
payment of the Class M-3 Principal Distribution Amount on such Distribution     
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates      
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5  
Principal Distribution Amount on such Distribution Date), (vii) the Certificate 
Principal Balance of the Class M-6 Certificates (after taking into account the  
payment of the Class M-6 Principal Distribution Amount on such Distribution     
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) 97.40% and (ii) the aggregate Stated Principal Balance of the    
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period) and (B) the positive difference, if any,  
of the aggregate Stated Principal Balance of the Mortgage Loans as of the last  
day of the related Due Period (after giving effect to scheduled payments of     
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) minus the Overcollateralization Floor.                                  

                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form                                            

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annexed hereto as Exhibit A-13, representing the right to distributions as set  
forth herein and therein and evidencing a regular interest in REMIC 3.          

                  "Class M-8 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2        
Principal Distribution Amount on such Distribution Date), (iv) the Certificate  
Principal Balance of the Class M-3 Certificates (after taking into account the  
payment of the Class M-3 Principal Distribution Amount on such Distribution     
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates      
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5  
Principal Distribution Amount on such Distribution Date), (vii) the Certificate 
Principal Balance of the Class M-6 Certificates (after taking into account the  
payment of the Class M-6 Principal Distribution Amount on such Distribution     
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates   
(after taking into account the payment of the Class M-7 Principal Distribution  
Amount on such Distribution Date) and (ix) the Certificate Principal Balance of 
the Class M-8 Certificates immediately prior to such Distribution Date over (y) 
the lesser of (A) the product of (i) 98.10% and (ii) the aggregate Stated       
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) and (B) 
the positive difference, if any, of the aggregate Stated Principal Balance of   
the Mortgage Loans as of the last day of the related Due Period (after giving   
effect to scheduled payments of principal due during the related Due Period, to 
the extent received or advanced, and unscheduled collections of principal       
received during the related Prepayment Period) minus the Overcollateralization  
Floor.                                                                          

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-14,            
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 3.                                       

                  "Class M-9 Principal Distribution Amount": An amount, not less
than zero, equal to the excess of (x) the sum of (i) the aggregate Certificate  
Principal Balance of the Class A Certificates (after taking into account the    
payment of the Class A Principal Distribution Amount on such Distribution Date),
(ii) the Certificate Principal Balance of the Class M-1 Certificates (after     
taking into account the payment of the Class M-1 Principal Distribution Amount  
on such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates (after taking into account the payment of the Class M-2        
Principal Distribution Amount on such Distribution Date), (iv) the Certificate  
Principal Balance of the Class M-3 Certificates (after taking into account the  
payment of the Class M-3 Principal Distribution Amount on such Distribution     
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates      
(after taking into account the payment of the Class M-4 Principal Distribution  
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after                                                   

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taking into account the payment of the Class M-5 Principal Distribution Amount  
on such Distribution Date), (vii) the Certificate Principal Balance of the Class
M-6 Certificates (after taking into account the payment of the Class M-6        
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates (after taking into account the  
payment of the Class M-7 Principal Distribution Amount on such Distribution     
Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates     
(after taking into account the payment of the Class M-8 Principal Distribution  
Amount on such Distribution Date) and (x) the Certificate Principal Balance of  
the Class M-9 Certificates immediately prior to such Distribution Date over (y) 
the lesser of (A) the product of (i) 99.00% and (ii) the aggregate Stated       
Principal Balance of the Mortgage Loans as of the last day of the related Due   
Period (after giving effect to scheduled payments of principal due during the   
related Due Period, to the extent received or advanced, and unscheduled         
collections of principal received during the related Prepayment Period) and (B) 
the positive difference, if any, of the aggregate Stated Principal Balance of   
the Mortgage Loans as of the last day of the related Due Period (after giving   
effect to scheduled payments of principal due during the related Due Period, to 
the extent received or advanced, and unscheduled collections of principal       
received during the related Prepayment Period) minus the Overcollateralization  
Floor.                                                                          

              "Class P Certificate": Any one of the Class P Certificates
executed by the Trustee, and authenticated and delivered by the Certificate     
Registrar, substantially in the form annexed hereto as Exhibit A-16,            
representing the right to distributions as set forth herein and therein and     
evidencing a regular interest in REMIC 5.                                       

               "Class P Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class P Certificates,  
evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.  

                  "Class R Certificate": The Class R Certificate executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,          
substantially in the form annexed hereto as Exhibit A-17 and evidencing the     
ownership of the Class R-1 Interest, the Class R-2 Interest and the Class R-3   
Interest.                                                                       

                  "Class R-X Certificate": The Class R-X Certificate executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,      
substantially in the form annexed hereto as Exhibit A-18 and evidencing the     
ownership of the Class R-4 Interest and the Class R-5 Interest.                 

                 "Class R-1 Interest": The uncertificated Residual Interest in
REMIC 1.                                                                        

                 "Class R-2 Interest": The uncertificated Residual Interest in
REMIC 2.                                                                        

                 "Class R-3 Interest": The uncertificated Residual Interest in
REMIC 3.                                                                        

                 "Class R-4 Interest": The uncertificated Residual Interest in
REMIC 4.                                                                        

                 "Class R-5 Interest": The uncertificated Residual Interest in
REMIC 5.                                                                        

            "Close of Business": As used herein, with respect to any
Business Day, 5:00 p.m. (New York time).                                        

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"Closing Date": January 13, 2005.           

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

            "Collection Account": The segregated account or accounts
created and maintained by the Master Servicer pursuant to Section 3.10(a), which
shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for registered  
Holders of Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates,    
Series 2005-1," which must be an Eligible Account.                              

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

                  "Convertible Mortgage Loan": Any Adjustable-Rate Mortgage Loan
which allows the Mortgagor thereunder to convert the Mortgage Rate thereon to a 
fixed Mortgage Rate.                                                            

             "Corporate Trust Office": The principal corporate trust
office of the Trustee at which at any particular time its corporate trust       
business in connection with this Agreement shall be administered, which office  
at the date of the execution of this instrument is located at Sixth and         
Marquette, Minneapolis, Minnesota 55479-0113, Attention: Option One Series      
2005-1, or at such other address as the Trustee may designate from time to time 
by notice to the Certificateholders, the Depositor, the Master Servicer, the    
Originator and the Seller.                                                      

             "Corresponding Certificate": With respect to each REMIC 2
Regular Interest set forth below, the corresponding Regular Certificate set     
forth in the table below:                                                       

 REMIC 2 REGULAR INTEREST                REGULAR CERTIFICATE
 ------------------------                -------------------
   LT2A1A                                 Class A-1A
   LT2A1B                                 Class A-1B
  LT2A2                                  Class A-2
  LT2A3                                  Class A-3
  LT2A4                                  Class A-4
  LT2M1                                  Class M-1
  LT2M2                                  Class M-2
  LT2M3                                  Class M-3
  LT2M4                                  Class M-4
  LT2M5                                  Class M-5
  LT2M6                                  Class M-6
  LT2M7                                  Class M-7
  LT2M8                                  Class M-8
  LT2M9                                  Class M-9
  LT2P                                   Class P

               "Credit Enhancement Percentage": For any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the          

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aggregate Certificate Principal Balance of the Mezzanine Certificates and the   
Class C Certificates, and the denominator of which is the aggregate Stated      
Principal Balance of the Mortgage Loans and any amounts remaining in the        
Pre-Funding Accounts, calculated prior to taking into account payments of       
principal on the Mortgage Loans and distribution of the Group I Principal       
Distribution Amount and the Group II Principal Distribution Amount to the       
Holders of the Certificates then entitled to distributions of principal on such 
Distribution Date.                                                              

            "Custodian": Wells Fargo Bank, N.A., as custodian of the
Mortgage Files, and any successor thereto.                                      

"Cut-off Date":  January 1, 2005.           

                  "Cut-off Date Principal Balance": With respect to any Mortgage
Loan, the unpaid principal balance thereof as of the Cut-off Date or Subsequent 
Cut-off Date, as applicable (or as of the applicable date of substitution with  
respect to a Qualified Substitute Mortgage Loan), after application of scheduled
payments due thereon, whether or not received.                                  

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

               "Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding 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.                                                                         

              "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by one or more Qualified Substitute Mortgage Loans.                    

        "Delinquency Master Servicer Termination Trigger": A
Delinquency Master Servicer Termination Trigger will have occurred with respect 
to the Certificates on a Distribution Date if the Three Month Rolling           
Delinquency Percentage for the Mortgage Loans exceeds 18.00%.                   

            "Delinquency Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the aggregate Stated Principal Balance of   
Mortgage Loans Delinquent 60 days or more by (y) the aggregate Stated Principal 
Balance of the Mortgage Loans, in each case, as of the last day of the previous 
calendar month.                                                                 

                 "Delinquent": Any Mortgage Loan, the Monthly Payment due on a
Due Date which is not made by the Close of Business on the next scheduled Due   
Date for such Mortgage Loan. For example, a Mortgage Loan is 60 or more days    
Delinquent if the Monthly Payment due on a Due Date is not made by the Close of 
Business on the second scheduled Due Date after such Due Date.                  

              "Depositor": Option One Mortgage Acceptance Corporation, a
Delaware corporation, or any successor in interest.                             

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                "Depository": The initial Depository shall be The Depository
Trust Company and upon request, Clearstream Banking Luxembourg and the Euroclear
System, 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 Participant": A broker, dealer, bank or other
financial institution or other person for whom from time to time a Depository   
effects book-entry transfers and pledges of securities deposited with the       
Depository.                                                                     

                "Determination Date": With respect to 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 REMIC 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": A "disqualified organization"
under Section 860E of the Code, which as of the Closing Date is any of: (i) the 
United States, any state or political subdivision thereof, any foreign          
government, any international organization, or any agency or instrumentality of 
any of the foregoing, (ii) 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 unless such organization is subject to the tax 
imposed by Section 511 of the Code, (iii) any organization described in Section 
1381(a)(2)(C) of the Code, (iv) an "electing large partnership" within the      
meaning of Section 775 of the Code or (v) any other Person so designated by the 
Trustee based upon an Opinion of Counsel provided by nationally recognized      
counsel to the Trustee that the holding of an ownership interest in a Residual  
Certificate by such Person may cause any REMIC formed hereunder or any Person   
having an ownership interest in any Class of Certificates (other than such      
Person) to incur liability for any federal tax imposed under the Code that would
not otherwise be imposed but for the transfer of an ownership interest in the   
Residual Certificate to such Person. A corporation will not be treated as an    
instrumentality of the United States or of any state or political subdivision   
thereof, if all of its activities are subject to tax and, a majority of its     
board of directors is not selected by a governmental unit. The term "United     
States", "state" and "international organizations" shall have the meanings set  
forth in Section 7701 of the Code.                                              

           "Distribution Account": The segregated trust account or
accounts created and maintained by the Trustee pursuant to Section 3.10(b) which
shall be entitled "Distribution                                                 

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Account, Wells Fargo Bank, N.A., as Trustee, in trust for the registered        
Certificateholders of Option One Mortgage Loan Trust 2005-1, Asset-Backed       
Certificates, Series 2005-1" 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 February 2005.                                          

          "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 (or, in the case of any Mortgage Loan under the terms of which the Monthly  
Payment for such Mortgage Loan was due on a day other than the first day of the 
calendar month in which such Distribution Date occurs, the day during the       
related Due Period on which such Monthly Payment 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 occurs and ending on the first day of the month in which 
such Distribution Date occurs.                                                  

         "Eligible Account": Any of (i) an account or accounts
maintained with a federal or state chartered depository institution or trust    
company the short-term unsecured debt obligations of which (or, in the case of a
depository institution or trust company that is the principal subsidiary of a   
holding company, the short-term unsecured debt obligations of such holding      
company) are rated F-1 by Fitch and A-1+ by S&P (or comparable ratings if Fitch 
and S&P are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured by 
the FDIC (to the limits established by such corporation), the uninsured deposits
in which account are otherwise secured such that, as evidenced by an Opinion of 
Counsel delivered to the NIMS Insurer, the Trustee and to each Rating Agency,   
the Certificateholders will have a claim with respect to the funds in such      
account or a perfected first priority security interest against such 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 or (iv) an account otherwise acceptable to each Rating   
Agency without reduction or withdrawal of their then current ratings of the     
Certificates as evidenced by a letter from each Rating Agency to the Trustee and
the NIMS Insurer. Eligible Accounts may bear interest.                          

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

             "Escrow Payments": The amounts constituting ground rents,
taxes, assessments, water rates, 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 Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and any Distribution Date, the    
excess, if any, of (i) the                                                      

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Overcollateralized Amount for such Distribution Date, assuming that 100% of the 
Principal Remittance Amount is applied as a principal payment on such           
Distribution Date over (ii) the Overcollateralization Target Amount for such    
Distribution Date.                                                              

              "Extra Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (x) the Monthly Interest Distributable Amount  
payable on the Class C Certificates on such Distribution Date as reduced by     
Realized Losses allocated thereto with respect to such Distribution Date        
pursuant to Section 4.08 and (y) the Overcollateralization Deficiency Amount for
such Distribution Date.                                                         

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

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

                 "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property   
purchased by the Originator 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 Ratings, or its successor in interest.

               "Fixed Rate Mortgage Loan": A first or second lien Mortgage
Loan which provides for a fixed Mortgage Rate payable with respect thereto. The 
Fixed Rate Mortgage Loans are identified as such on the Mortgage Loan Schedule. 

                  "Formula Rate": For any Distribution Date and any Class of the
Class A Certificates and the Mezzanine Certificates, the lesser of (i) LIBOR    
plus the related Certificate Margin and (ii) the applicable Maximum Cap Rate.   

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

                  "Funding Period": The period beginning on the Closing Date and
ending on the earlier to occur of (a) the date upon which the amount on deposit 
in the Pre-Funding Accounts (exclusive of investment income) has been reduced to
zero or (b) January 31, 2005.                                                   

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

        "Group I Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of    
which is (i) the Group I Principal Remittance Amount for such Distribution Date,
and the denominator of which is (ii) the Principal Remittance Amount for such   
Distribution Date.                                                              

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                  "Group I Basic Principal Distribution Amount": With respect to
any Distribution Date, the excess of (i) the Group I Principal Remittance Amount
for such Distribution Date over (ii) the Overcollateralization Release Amount,  
if any, for such Distribution Date multiplied by the Group I Allocation         
Percentage.                                                                     

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

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

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

              "Group I Pre-Funding Account": The account established and
maintained pursuant to Section 4.05, as defined herein.                         

                "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group I Basic Principal Distribution      
Amount for such Distribution Date and (ii) the Extra Principal Distribution     
Amount for such Distribution Date multiplied by the Group I Allocation          
Percentage.                                                                     

              "Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of principal collected 
or advanced on the Group I Mortgage Loans by the Master Servicer that were due  
during the related Due Period, (ii) the principal portion of all partial and    
full principal prepayments of the Group I Mortgage Loans received by the Master 
Servicer during the related Prepayment Period, (iii) the principal portion of   
all related Net Liquidation Proceeds, Subsequent Recoveries and Insurance       
Proceeds received during such Prepayment Period with respect to the Group I     
Mortgage Loans, (iv) that portion of the Purchase Price, representing principal 
of any repurchased Group I Mortgage Loan, deposited to the Collection Account   
during such Prepayment Period, (v) the principal portion of any related         
Substitution Adjustments deposited in the Collection Account during such        
Prepayment Period with respect to the Group I Mortgage Loans, (vi) on the       
Distribution Date on which the Trust Fund is to be terminated pursuant to       
Section 10.01, that portion of the Termination Price, in respect of principal on
the Group I Mortgage Loans and (vii) on the Distribution Date immediately       
following the end of the Funding Period, any remaining amounts in the Group I   
Pre-Funding Account (exclusive of investment income therein) after giving effect
to any purchase of Subsequent Group I Mortgage Loans.                           

                  "Group I Senior Principal Distribution Amount": An amount, not
less than zero, equal to the excess of (x) the aggregate Certificate Principal  
Balance of the Group I Certificates immediately prior to such Distribution Date 
over (y) the lesser of (A) the product of (i) 73.50% and (ii) the aggregate     
Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due  
during the related Due Period, to the extent received or advanced, and          
unscheduled collections of principal received during the related Prepayment     
Period) and (B) the positive difference, if any, of the aggregate Stated        
Principal Balance of the Group I Mortgage Loans as of the last day of the       

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

         "Group II Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of    
which is (i) the Group II Principal Remittance Amount for such Distribution     
Date, and the denominator of which is (ii) the Principal Remittance Amount for  
such Distribution Date.                                                         

                "Group II Basic Principal Distribution Amount": With respect
to any Distribution Date, the excess of (i) the Group II Principal Remittance   
Amount for such Distribution Date over (ii) the Overcollateralization Release   
Amount, if any, for such Distribution Date multiplied by the Group II Allocation
Percentage.                                                                     

                  "Group II Certificates": The Class A-2 Certificates, the Class
A-3 Certificates and Class A-4 Certificates.                                    

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

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

               "Group II Pre-Funding Account": The account established and
maintained pursuant to Section 4.05, as defined herein.                         

                 "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group II Basic Principal Distribution     
Amount for such Distribution Date and (ii) the Extra Principal Distribution     
Amount for such Distribution Date multiplied by the Group II Allocation         
Percentage.                                                                     

               "Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of principal collected 
or advanced on the Group II Mortgage Loans by the Master Servicer that were due 
during the related Due Period, (ii) the principal portion of all partial and    
full principal prepayments of the Group II Mortgage Loans received by the Master
Servicer during the related Prepayment Period, (iii) the principal portion of   
all related Net Liquidation Proceeds, Subsequent Recoveries and Insurance       
Proceeds received during such Prepayment Period with respect to the Group II    
Mortgage Loans, (iv) that portion of the Purchase Price, representing principal 
of any repurchased Group II Mortgage Loan, deposited to the Collection Account  
during such Prepayment Period, (v) the principal portion of any related         
Substitution Adjustments deposited in the Collection Account during such        
Prepayment Period with respect to the Group II Mortgage Loans, (vi) on the      
Distribution Date on which the Trust Fund is to be terminated pursuant to       
Section 10.01, that portion of the Termination Price, in respect of principal on
the Group II Mortgage Loans and (vii) on the Distribution Date immediately      
following the end of the Funding Period, any remaining amounts in the Group II  
Pre-Funding Account (exclusive of investment income therein) after giving effect
to any purchase of Subsequent Group II Mortgage Loans.                          

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               "Group II Senior Principal Distribution Amount": An amount,
not less than zero, equal to the excess of (x) the Certificate Principal Balance
of the Group II Certificates immediately prior to such Distribution Date over   
(y) the lesser of (A) the product of (i) 73.50% and (ii) the aggregate Stated   
Principal Balance of the Group II Mortgage Loans as of the last day of the      
related Due Period (after giving effect to scheduled payments of principal due  
during the related Due Period, to the extent received or advanced, and          
unscheduled collections of principal received during the related Prepayment     
Period) and (B) the positive difference, if any, of the aggregate Stated        
Principal Balance of the Group II Mortgage Loans as of the last day of the      
related Due Period (after giving effect to scheduled payments of principal due  
during the related Due Period, to the extent received or advanced, and          
unscheduled collections of principal received during the related Prepayment     
Period) minus the Overcollateralization Floor.                                  

                "Highest Priority": As of any date of determination, (x) the
Class A-1B Certificates, if outstanding and otherwise (y) the Class of Mezzanine
Certificates then outstanding with a Certificate Principal Balance greater than 
zero, with the highest priority for payments pursuant to Section 4.01, in the   
following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class   
M-6, Class M-7, Class M-8 and Class M-9 Certificates.                           

"Holder":  See "Certificateholder."         

                  "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.                                                    

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

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               "Indenture": An indenture relating to the issuance of notes
secured by the Class C Certificates, the Class P Certificates and/or Residual   
Certificates (or any portion thereof) which may or may not be guaranteed by the 
NIMS Insurer.                                                                   

               "Index": With respect to each Adjustable Rate Mortgage Loan
and with respect to each related Adjustment Date, the index as specified in the 
related Mortgage Note.                                                          

                "Initial Certificate Principal Balance": With respect to any
Regular Certificate, the amount designated "Initial Certificate Principal       
Balance" on the face thereof.                                                   

                "Initial Group I Mortgage Loan": Any of the Group I Mortgage
Loans included in the Trust Fund as of the Closing Date. The aggregate principal
balance of the Initial Group I Mortgage Loans as of the Cut-off Date is equal to
$239,741,031.48.                                                                

                  "Initial Group II Mortgage Loan": Any of the Group II Mortgage
Loans included in the Trust Fund as of the Closing Date. The aggregate principal
balance of the Initial Group II Mortgage Loans as of the Cut-off Date is equal  
to $757,081,409.37.                                                             

                "Initial Mortgage Loan": Any of the Initial Group I Mortgage
Loans or Initial Group II Mortgage Loans included in the Trust Fund as of the   
Closing Date.                                                                   

              "Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan (including the PMI    
Policy), 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 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 Determination Date": With respect to the Class A
Certificates and the Mezzanine Certificates and each related Accrual Period, the
second LIBOR Business Day preceding the commencement of such Accrual Period.    

              "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, Subsequent Recoveries or otherwise, which       
represent late payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage and Mortgage  
Note) but delinquent on a contractual basis for such Due Period and not         
previously recovered.                                                           

                "LIBOR": With respect to each Accrual Period for the Class A
Certificates and the Mezzanine Certificates, the rate determined by the Trustee 
on the related Interest Determination Date on the basis of the London interbank 
offered rate for one-month United States dollar deposits, as such rate appears  
on the Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest      
Determination Date. If such rate does not appear on Telerate Page 3750, the rate
for such Interest Determination Date will be determined on the basis of the     
offered rates of the Reference Banks for one-month United States dollar         
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.   
The Trustee will request the principal London office of each of the Reference   
Banks to provide a quotation of its rate. On such Interest Determination        

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Date, LIBOR for the related Accrual Period for the Class A Certificates and the 
Mezzanine Certificates will be established by the Trustee as follows:           

               (i)      If on such Interest Determination Date two or more
        Reference Banks provide such offered quotations, LIBOR for the related
        Accrual Period shall be the arithmetic mean of such offered quotations
        (rounded upwards if necessary to the nearest whole multiple of 1/16 of
1%); and                                                      

                  (ii)     If on such Interest Determination Date fewer than two
        Reference Banks provide such offered quotations, LIBOR for the related
      Accrual Period shall be the higher of (i) LIBOR as determined on the
    previous Interest Determination Date and (ii) the Reserve Interest
Rate.                                                         

           "LIBOR Business Day": Any day on which banks in London,
England and The City of New York are open and conducting transactions in foreign
currency and exchange.                                                          

                "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 Prepayment Period, that all Liquidation 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 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 3.23 or Section 10.01.                    

                "Loan-to-Value Ratio": As of any date and as to any Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the    
Principal Balance of the Mortgage Loan (and, with respect to any second lien    
Mortgage Loan, the Principal Balance of the related first lien Mortgage Loan    
plus the Principal Balance of such second lien Mortgage Loan), and the          
denominator of which is the Value of the related Mortgaged Property.            

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

              "Loan Group I": The group of Mortgage Loans with principal
balances that conform to Fannie Mae and Freddie Mac guidelines identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.                 

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               "Loan Group II": The group of Mortgage Loans with principal
balances that may or may not conform to Fannie Mae and Freddie Mac guidelines   
identified in the Mortgage Loan Schedule as having been assigned to Loan Group  
II.                                                                             

"Losses":  As defined in Section 9.03.      

                 "Loss Mitigation Procedures": The policies and procedures set
forth in Exhibit G hereto relating to the realization on delinquent Mortgage    
Loans.                                                                          

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced or        
destroyed and has not been replaced, an affidavit from the Originator 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.                                  

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

               "Marker Rate": With respect to the Class C Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average 
of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interest   
LT2A1A, REMIC 2 Regular Interest LTIA1B, REMIC 2 Regular Interest LT2A2, REMIC 2
Regular Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest
LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2  
Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest
LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC 2  
Regular Interest LT2M9, REMIC 2 Regular Interest LT2M10 and REMIC 2 Regular     
Interest LT2ZZ, with the rates on such REMIC 2 Regular Interests subject to a   
cap equal to lesser of (i) LIBOR plus the related Certificate Margin and (ii)   
the related Net WAC Rate for the purpose of this calculation; and with the rate 
on REMIC 2 Regular Interest LT2ZZ subject to a cap of zero for the purpose of   
this calculation; provided, however, that for this purpose, calculations of the 
Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect to   
each such REMIC 2 Regular Interest shall be multiplied by a fraction, the       
numerator of which is the actual number of days in the Accrual Period and the   
denominator of which is 30.                                                     

         "Master Servicer": Option One Mortgage Corporation, a
California corporation, or any successor servicer appointed as herein provided, 
in its capacity as Master Servicer hereunder.                                   

          "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.                                               

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              "Master Servicer Optional Purchase Delinquency Trigger": A
Master Servicer Optional Purchase Delinquency Trigger has occurred with respect 
to a Distribution Date if the Delinquency Percentage exceeds 35.00% of the      
Credit Enhancement Percentage.                                                  

           "Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer in respect of any Prepayment Charges     
pursuant to Section 2.05 or Section 3.01.                                       

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

             "Maximum Cap Rate": For any Distribution Date and (x) the
Group I Certificates, a per annum rate equal to the weighted average of the     
Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans multiplied by 
a fraction, the numerator of which is 30 and the denominator of which is the    
actual number of days elapsed in the related Accrual Period, (y) the Group II   
Certificates, a per annum rate equal to the weighted average of the Adjusted Net
Maximum Mortgage Rates of the Group II Mortgage Loans multiplied by a fraction, 
the numerator of which is 30 and the denominator of which is the actual number  
of days elapsed in the related Accrual Period and (z) the Mezzanine             
Certificates, a per annum rate equal to the weighted average (weighted in       
proportion to the results of subtracting from the sum of (x) the aggregate      
Stated Principal Balance of each Loan Group and (y) amounts on deposit in the   
Pre-Funding Accounts (other than investment earnings), the aggregate Certificate
Principal Balance of the related Class A Certificates) of the weighted average  
Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and the       
weighted average Adjusted Net Maximum Mortgage Rates of the Group II Mortgage   
Loans, multiplied by a fraction, the numerator of which is 30 and the           
denominator of which is the actual number of days elapsed in the related Accrual
Period.                                                                         

           "Maximum LT2ZZ Uncertificated Accrued Interest Deferral
Amount": With respect to any Distribution Date, the excess of (i) accrued       
interest at the Uncertificated REMIC 2 Pass-Through Rate applicable to REMIC 2  
Regular Interest LT2ZZ for such Distribution Date on a balance equal to the     
Uncertificated Principal Balance of REMIC 2 Regular Interest LT2ZZ minus the    
REMIC 2 Overcollateralization Amount, in each case for such Distribution Date,  
over (ii) Uncertificated Interest on REMIC 2 Regular Interest LT2A1A, REMIC 2   
Regular Interest LT2A1B, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular        
Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest LT2M1, 
REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular 
Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, 
REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8 and REMIC 2      
Regular Interest LT2M9 for such Distribution Date, with the rate on each such   
REMIC 2 Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus 
the related Certificate Margin and (ii) the related Net WAC Rate provided,      
however, that solely for this purpose, calculations of the Uncertificated REMIC 
2 Pass-Through Rate and the related caps with respect to each such REMIC 2      
Regular Interest shall be multiplied by a fraction, the numerator of which is   
the actual number of days in the Accrual Period and the denominator of which is 
30.                                                                             

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

                 "Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5            
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8         
Certificates or the Class M-9 Certificates.                                     

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

                "Monthly Interest Distributable Amount": With respect to the
Class A Certificates, the Mezzanine Certificates, the Class C Certificates and  
any Distribution Date the amount of interest accrued during the related Accrual 
Period at the related Pass-Through Rate on the Certificate Principal Balance (or
Notional Amount in the case of the Class C Certificates) of such Class          
immediately prior to such Distribution Date, reduced by any Net Prepayment      
Interest Shortfalls and Relief Act Interest Shortfalls as allocated to such     
Certificate as provided in Section 1.03 and based on its respective entitlements
to interest irrespective of any Net Prepayment Interest Shortfalls and Relief   
Act Interest Shortfalls for such Distribution Date).                            

             "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.          

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

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

                "Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01, Section 2.03(d) or Section 2.08 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 agreements among the
Master Servicer, in its capacity as Originator, the Seller and the Depositor, as
applicable, regarding the transfer of the Mortgage Loans by the Seller to or at 
the direction of the Depositor, substantially in the forms attached hereto as   
Exhibit C.                                                                      

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC 1 on such date, separately identifying the Group I      
Mortgage Loans and the Group II                                                 

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Mortgage Loans, attached hereto as Exhibit D, as supplemented by each schedule  
of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument. The  
Mortgage Loan Schedule shall be prepared by the Originator and shall set forth  
the following information with respect to each Mortgage Loan, as applicable:    

  (1)      the Mortgage Loan identifying number;

(2)      [reserved];                        

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

                 (4)      a code indicating whether the Mortgaged Property was
                 represented by the borrower, at the time of
           origination, as being owner-occupied;

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

(6)      the original months to maturity;   

             (7)      the stated remaining months to maturity from the
                    Cut-off Date (or Subsequent Cut-off Date, with
                         respect to a Subsequent Mortgage Loan) based on the
     original amortization schedule;

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

                  (9)      the Mortgage Rate in effect immediately following the
                    Cut-off Date (or Subsequent Cut-off Date, with
             respect to a Subsequent Mortgage Loan);

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

(11)     the stated maturity date;          

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

               (13)     the amount of the Monthly Payment due on the first
                    Due Date after the Cut-off Date (or Subsequent
                         Cut-off Date, with respect to a Subsequent Mortgage
Loan);                    

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

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

                 (16)     the Stated Principal Balance of the Mortgage Loan as
                      of the Close of Business on the Cut-off Date (or
                           Subsequent Cut-off Date, with respect to a Subsequent
Mortgage Loan);           

               (17)     a code indicating the purpose of the Mortgage Loan
                       (i.e., purchase financing, rate/term refinancing,
cash-out refinancing);    

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(18)     the Mortgage Rate at origination;  

               (19)     a code indicating the documentation program (i.e.,
                       full documentation, limited documentation, stated
income documentation);    

(20)     the risk grade;                    

 (21)     the Value of the Mortgaged Property;

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

                (23)     the actual unpaid principal balance of the Mortgage
                        Loan as of the Cut-off Date (or Subsequent Cut-off
                        Date, with respect to a Subsequent Mortgage Loan);

                (24)     the type and term of the related Prepayment Charge;

(25)     the rounding code;                 

(26)     the program code;                  

             (27)     a code indicating the lien priority for Mortgage
Loans;                    

                (28)     with respect to each Adjustable Rate Mortgage Loan,
the Minimum Mortgage Rate;

                (29)     with respect to each Adjustable Rate Mortgage Loan,
the Maximum Mortgage Rate;

                (30)     with respect to each Adjustable Rate Mortgage Loan,
the Gross Margin;         

                (31)     with respect to each Adjustable Rate Mortgage Loan,
the next Adjustment Date; 

                (32)     with respect to each Adjustable Rate Mortgage Loan,
the Periodic Rate Cap;    

             (33)     the credit score ("FICO") of such Mortgage Loan;

             (34)     the total amount of points and fees charged such
Mortgage Loan;            

            (35)     a code indicating whether such Mortgage Loan is
       covered under the PMI Policy; and

                 (36)     the PMI Premium Mortgage Rate of such Mortgage Loan.

            The Mortgage Loan Schedule shall set forth the following
information, with respect to the Mortgage Loans in the aggregate and for each   
Loan Group as of the Cut-off Date (or Subsequent Cut-off Date, with respect to a
Subsequent Mortgage Loan): (1) the number of Mortgage Loans (separately         
identifying the number of Fixed-Rate Mortgage Loans and the                     

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number of Adjustable-Rate Mortgage Loans); (2) the current Stated Principal     
Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the    
Mortgage Loans and (4) the weighted average maturity of the Mortgage Loans. The 
Mortgage Loan Schedule shall be amended from time to time by the Originator in  
accordance with the provisions of this Agreement. With respect to any Qualified 
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 
and as supplemented by any Subsequent Mortgage Loans identified on each schedule
of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument.      

             "Mortgage Rate": With respect to each Fixed Rate Mortgage
Loan, the rate set forth in the related Mortgage Note. With respect to each     
Adjustable Rate 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 (A) as of any date of determination until the first   
Adjustment Date following the Cut-off Date (or Subsequent Cut-off Date, with    
respect to a Subsequent Mortgage Loan) shall be the rate set forth in the       
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the 
Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage 
Loan) and (B) as of any date of determination thereafter shall be the rate as   
adjusted on the most recent Adjustment Date, to equal the sum, rounded to the   
next highest or nearest 0.125% (as provided in the Mortgage Note), of the Index,
determined as set forth in the related Mortgage Note, plus the related Gross    
Margin subject to the limitations set forth in the related Mortgage Note. With  
respect to each Mortgage Loan that becomes an REO Property, as of any date of   
determination, the annual rate determined in accordance with the immediately    
preceding sentence as of the date such Mortgage Loan became an REO Property.    

            "Mortgaged Property": The underlying property 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 and Insurance 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.                                            

       "Net Monthly Excess Cashflow": With respect to each
Distribution Date, the sum of (a) any Overcollateralization Release Amount for  
such Distribution Date and (b) the excess of (x) Available Funds for such       
Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly
Interest Distributable Amounts for the Class A Certificates and the Mezzanine   

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Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A         
Certificates and (C) the Principal Remittance Amount.                           

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

            "Net Prepayment Interest Shortfall": With respect to any
Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for
such date over the related Compensating Interest.                               

"Net WAC Rate":                             

        (a) the Group I Certificates, a per annum rate equal to the product of
(a) a fraction, expressed as a percentage, the numerator of which is the amount 
of interest which accrued on the Group I Mortgage Loans in the prior calendar   
month for such Distribution Date minus the sum of the Trustee Fee, the aggregate
Servicing Fees and the aggregate PMI Premiums accrued for the Group I Mortgage  
Loans and the denominator of which is the sum of (i) the aggregate Principal    
Balance of the Group I Mortgage Loans as of the first day of the month preceding
the month of such Distribution Date (or as of the Cut-off Date with respect to  
the first Distribution Date) and (ii) any amounts on deposit in the Group I     
Pre-Funding Account and (b) a fraction, the numerator of which is 360 and the   
denominator of which is the actual number of days in the related Accrual Period.
For federal income tax purposes, the economic equivalent of such rate shall be  
expressed as the weighted average of the REMIC 2 Pass-Through Rates on REMIC 2  
Regular Interest LT2GRP1, weighted on the basis of the Uncertificated Principal 
Balance of such REMIC 2 Regular Interest.                                       

         (b) the Group II Certificates, a per annum rate equal to the product of
(a) a fraction, expressed as a percentage, the numerator of which is the amount 
of interest which accrued on the Group II Mortgage Loans in the prior calendar  
month for such Distribution Date minus the sum of the Trustee Fee, the aggregate
Servicing Fees and the aggregate PMI Premiums accrued for the Group II Mortgage 
Loans and the denominator of which is the sum of (i) the aggregate Principal    
Balance of the Group II Mortgage Loans as of the first day of the month         
preceding the month of such Distribution Date (or as of the Cut-off Date with   
respect to the first Distribution Date) and (ii) any amounts on deposit in the  
Group II Pre-Funding Account and (b) a fraction, the numerator of which is 360  
and the denominator of which is the actual number of days in the related Accrual
Period. For federal income tax purposes, the economic equivalent of such rate   
shall be expressed as the weighted average of the REMIC 2 Pass-Through Rate on  
REMIC 2 Regular Interest LT2GRP2, weighted on the basis of the Uncertificated   
Principal Balance of such REMIC 2 Regular Interest.                             

         (c) the Mezzanine Certificates, an per annum rate equal to the weighted
average (weighted on the basis of the results of subtracting from the aggregate 
Stated Principal Balance of each Loan Group plus any amounts on deposit in the  
related Pre-Funding Account the current aggregate Certificate Principal Balance 
of the related Class A Certificates) of the Net WAC Rate for the Group I        
Certificates and the Net WAC Rate for the Group II Certificates. For federal    
income tax purposes, the economic equivalent of such rate shall be expressed as 
the weighted average of the REMIC 2 Pass-Through Rates on REMIC 2 Regular       
Interest LT2SUB1 (subject                                                       

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to a cap and a floor equal to the weighted average of the REMIC 1 Pass-Through  
Rates on REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF and REMIC 
1 Regular Interest LTP) and REMIC 2 Regular Interest LT2SUB2 (subject to a cap  
and a floor equal to the weighted average of the REMIC 1 Pass-Through Rates on  
REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF), weighted on   
the basis of the Uncertificated Principal Balance of each such REMIC 2 Regular  
Interest.                                                                       

                 "Net WAC Rate Carryover Amount": With respect to any Class of
Class A Certificates and Mezzanine Certificates and any Distribution Date, the  
sum of (A) the positive excess of (i) the amount of interest accrued on such    
Class of Certificates for such Distribution Date calculated at the related      
Formula Rate over (ii) the amount of interest accrued on such Class of          
Certificates at the related Net WAC Rate for such Distribution Date and (B) the 
related Net WAC Rate Carryover Amount for the previous Distribution Date not    
previously paid, together with interest thereon at a rate equal to the related  
Formula Rate, in each case for such Distribution Date and for such related      
Accrual Period.                                                                 

                   "Net WAC Rate Carryover Reserve Account": The reserve account
established and maintained pursuant to Section 3.28.                            

                 "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.                 

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

              "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 be ultimately recoverable from Late Collections, Insurance Proceeds,        
Liquidation Proceeds or condemnation proceeds on such Mortgage Loan or REO      
Property as provided herein.                                                    

                  "Notional Amount": Immediately prior to any Distribution Date,
with respect to the Class C Interest, the aggregate of the Uncertificated       
Principal Balances of the REMIC 2 Regular Interests (other than REMIC 2 Regular 
Interest LT2P).                                                                 

               "Offered Certificates": The Class A Certificates, the Class
M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the   
Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, 
the Class M-7 Certificates, the Class M-8 Certificates and the Class M-9        
Certificates offered to the public pursuant to the Prospectus Supplement.       

                 "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 or Servicing Officers of the      
Master Servicer, the Originator or the Depositor, as applicable.                

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                "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 or the NIMS Insurer may opt to terminate the Trust    
Fund pursuant to Section 10.01.                                                 

                "Original Class Certificate Principal Balance": With respect
to the Class A Certificates, the Mezzanine Certificates, the Class C Interest,  
the Class C Certificates, the Class P Interest and the Class P Certificates, the
corresponding amounts set forth opposite such Class above in the Preliminary    
Statement.                                                                      

           "Original Notional Amount": With respect to the Class C
Interest, $1,199,999,900.                                                       

                 "Original Group I Pre-Funded Amount": The amount deposited by
the Depositor in the Group I Pre-Funding Account on the Closing Date, which     
amount is $48,442,968.52.                                                       

                  "Original Group II Pre-Funded Amount": The amount deposited by
the Depositor in the Group II Pre-Funding Account on the Closing Date, which    
amount is $154,734,590.63.                                                      

                  "Original Pre-Funded Amounts": The Original Group I Pre-Funded
Amount and the Original Group II Pre-Funded Amount.                             

               "Originator": Option One Mortgage Corporation, a California
corporation, or its successor in interest, in its capacity as originator under  
the Mortgage Loan Purchase Agreement.                                           

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution Date (after   
giving effect to distributions in respect of the Group I Basic Principal        
Distribution Amount and the Group II Basic Principal Distribution Amount on such
Distribution Date).                                                             

                "Overcollateralization Floor": With respect to (i) the Class
A-1 Certificates, $1,440,920, (ii) the Group II Certificates, $4,559,080 and    
(iii) the Mezzanine Certificates, $6,000,000.                                   

               "Overcollateralization Release Amount": With respect to any
Distribution Date, the lesser of (x) the Principal Remittance Amount for such   
Distribution Date and (y) the Excess Overcollateralized Amount.                 

              "Overcollateralization Target Amount": With respect to any
Distribution Date will be 0.50% of the sum of (i) the aggregate Principal       
Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the       
amounts on deposit in the Pre-Funding Accounts on the Closing Date.             

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                  "Overcollateralized Amount": For any Distribution Date, is the
amount, equal to (i) the sum of the aggregate Stated Principal Balance of the   
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the    
extent received or advanced, and unscheduled collections of principal received  
during the related Prepayment Period) and any funds on deposit in the           
Pre-Funding Accounts on the related Determination Date minus (ii) the sum of the
aggregate Certificate Principal Balance of the Class A Certificates, the        
Mezzanine Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions to be made on such Distribution Date).    

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

                 "Pass-Through Rate": With respect to any Class of the Class A
and Mezzanine Certificates and any Distribution Date, the lesser of (x) the     
related Formula Rate for such Distribution Date and (y) the Net WAC Rate for    
such Distribution Date. With respect to the Class C Interest and any            
Distribution Date, a per annum rate equal to the percentage equivalent of a     
fraction, the numerator of which is (x) the sum of (i) 100% of the interest on  
REMIC 2 Regular Interest LTP and (ii) interest on the Uncertificated Balance of 
each REMIC 2 Regular Interest listed in clause (y) at a rate equal to the       
related Uncertificated REMIC 2 Pass-Through Rate minus the Marker Rate and the  
denominator of which is (y) the aggregate Uncertificated Balance of REMIC 2     
Regular Interests LTAA, LTIA1A, LTIA1B, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2,     
LTM3, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9 and LTZZ.                              

                  With respect to the Class C Certificates, 100% of the interest
distributable to the Class C Interest, expressed as a per annum rate on its     
Notional Amount.                                                                

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

                 "Percentage Interest": With respect to any Certificate (other
than a Residual Certificate), a fraction, expressed as a percentage, the        
numerator of which is the Initial Certificate Principal Balance or Notional     
Amount represented by such Certificate and the denominator of which is the      
Original Class Certificate Principal Balance or initial Notional Amount of the  
related Class. With respect to a Residual Certificate, the portion of the 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%.                                                         

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

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

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respective Affiliates or for which an Affiliate of the NIMS Insurer or Trustee  
serves as an advisor:                                                           

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

             (ii)     (A) demand and time deposits in, certificates of
         deposit of, bankers' acceptances issued by or federal funds sold by any
       depository institution or trust company (including the Trustee or its
      agent acting in their respective commercial capacities) incorporated
         under the laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
        authorities, so long as, at the time of such investment or contractual
       commitment providing for such investment, 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) or its ultimate parent has a short-term uninsured debt rating
        in the highest available rating category of Fitch and S&P and provided
        that each such investment has an original maturity of no more than 365
       days; 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; and (B) any other demand or time deposit
or deposit which is fully insured by the FDIC;                

                (iii)    repurchase obligations with a term not to exceed 30
     days with respect to any security described in clause (i) above and
        entered into with a depository institution or trust company (acting as
     principal) rated A-1+ or higher by S&P and F-1+ or higher by Fitch,
 provided, however, that collateral transferred pursuant to such
         repurchase obligation must be of the type described in clause (i) above
    and must (A) be valued daily at current market prices plus accrued
      interest, (B) pursuant to such valuation, be equal, at all times, to
  105% of the cash transferred by the Trustee in exchange for such
      collateral and (C) be delivered to the Trustee or, if the Trustee is
         supplying the collateral, an agent for the Trustee, in such a manner as
      to accomplish perfection of a security interest in the collateral by
possession of certificated securities;                        

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

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

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                 (vi)     units of money market funds, including those managed
   or advised by the Trustee or its Affiliates, that have been rated
"AAAm" by S&P and "AAA" by Fitch (if rated by Fitch); and     

               (vii)    if previously confirmed in writing to the Trustee,
any other demand, money market or time deposit, or any other  
        obligation, security or investment, as may be acceptable to the Rating
Agencies in writing as a permitted investment of funds backing
       securities having ratings equivalent to its highest initial rating of
the Class A Certificates;                                     

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 transferee of a Residual
Certificate other than a Disqualified Organization or a non-U.S. Person.        

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

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

         "PMI Insurer": PMI Mortgage Insurance Co., an Arizona
corporation, or its successors in interest.                                     

               "PMI Mortgage Loans": The list of Mortgage Loans insured by
the PMI Insurer attached hereto on the Mortgage Loan Schedule                   

           "PMI Letter Agreement": The PMI Letter Agreement, dated
January 13, 2005, among the PMI Insurer, the Master Servicer and the Trustee    

                "PMI Premium": The amount payable to the PMI Insurer on each
Distribution Date, which amount shall be calculated as the product of (i) the   
PMI Premium Rate, multiplied by (ii) the unpaid Principal Balance of each PMI   
Mortgage Loan as of the first day of the related Due Period (after giving effect
to scheduled payments of principal due during the Due Period relating to the    
previous Distribution Date, to the extent received or advanced), plus any       
applicable premium taxes on PMI Mortgage Loans located in West Virginia and     
Kentucky.                                                                       

           "PMI Premium Rate": An individual premium rate uniquely
assigned to each PMI Mortgage Loan for the term of the PMI Policy.              

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                "PMI Policy": The Master Policy # 22092-0007-0, Bulk Primary
First Lien Master UW 2510 (9/00) with respect to the PMI Mortgage Loans,        
including all endorsements thereto dated the Closing Date and any applicable    
Certificate Schedules, issued by the PMI Insurer and the PMI Letter Agreement   

          "Pool Balance": As of any date of determination, the
aggregate Stated Principal Balance of the Mortgage Loans in both Loan Groups as 
of such date.                                                                   

               "Pre-Funding Accounts": The Group I Pre-Funding Account and
the Group II Pre-Funding Account.                                               

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

               "Prepayment Charge": With respect to any Mortgage Loan, the
charges, fees, penalties or premiums, if any, due in connection with a full or  
partial prepayment of such Mortgage Loan in accordance with the terms thereof   
(other than any Master Servicer Prepayment Charge Payment Amount).              

             "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges on the Mortgage Loans included in the Trust Fund on such     
date, attached hereto as Schedule I (including the prepayment charge summary    
attached thereto). The Prepayment Charge Schedule shall be prepared by the      
Master Servicer (in its capacity as Originator) and set forth the following     
information with respect to each Prepayment Charge:                             

  (i)      the Mortgage Loan identifying number;

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

             (iii)    the state of origination of the related Mortgage
Loan;                     

                (iv)     the date on which the first monthly payment was due
   on the related Mortgage Loan;

           (v)      the term of the related Prepayment Charge; and

                  (vi)     the principal balance of the related Mortgage Loan as
                           of the Cut-off Date (or Subsequent Cut-off Date, with
             respect to a Subsequent Mortgage Loan).

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

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in  
full during the portion of the related Prepayment Period occurring between the  
first day and the Determination Date of the calendar month in which such        
Distribution Date occurs, an amount equal to interest (to the extent received)  
at the applicable Net Mortgage Rate on the amount of such Principal Prepayment  
for                                                                             

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the number of days commencing on the first day of the calendar month in which   
such Distribution Date occurs and ending on the date on which such prepayment is
so applied.                                                                     

        "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal   
Prepayment in full during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last day of the  
calendar month preceding the month in which such Distribution Date occurs, an   
amount equal to one month's interest on the Mortgage Loan less any payments made
by the Mortgagor. 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 period commencing on the day after the Determination Date in the calendar   
month preceding the calendar month in which such Distribution Date occurs (or,  
in the case of the first Distribution Date, commencing on January 1, 2005) and  
ending on the Determination Date of the calendar month in which such            
Distribution Date occurs.                                                       

             "Principal Balance": As to any Mortgage Loan other than a
Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal       
Balance, minus all collections credited against the Principal Balance of any    
such Mortgage Loan. For purposes of this definition, a Liquidated Mortgage Loan 
shall be deemed to have a Principal Balance equal to the Principal Balance of   
the related Mortgage Loan as of the final recovery of related Liquidation       
Proceeds and a Principal Balance of zero thereafter. As to any REO Property and 
any day, the Principal Balance of the related Mortgage Loan immediately prior to
such Mortgage Loan becoming REO Property minus any REO Principal Amortization   
received with respect thereto on or prior to such day.                          

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

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

               "Prospectus Supplement": That certain Prospectus Supplement
dated January 10, 2005 relating to the public offering of the Offered           
Certificates.                                                                   

              "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, 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, (ii) in the case of (x) a Mortgage Loan, accrued    
interest on such Stated Principal Balance at the applicable Mortgage Rate in    
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an advance by the Master Servicer, which       
payment or advance had as of the date of purchase been distributed pursuant to  
Section 4.01, through the end of the calendar month in which the purchase is to 
be effected, and (y) an REO Property, the sum of (1) accrued interest on        

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such Stated Principal Balance at the applicable Mortgage Rate in effect from    
time to time from the Due Date as to which interest was last covered by a       
payment by the Mortgagor or an advance by the Master Servicer through the end of
the calendar month immediately preceding the calendar month in which such REO   
Property was acquired, plus (2) REO Imputed Interest for such REO Property for  
each calendar month commencing with the calendar month in which such REO        
Property was acquired and ending with the calendar month in which such purchase 
is to be effected, net of the total of all net rental income, Insurance         
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had 
been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,  
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing 
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts          
previously withdrawn from the Collection Account in respect of such Mortgage    
Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage 
Loan required to be purchased pursuant to Section 2.03, expenses reasonably     
incurred or to be incurred by the Master Servicer, the NIMS Insurer or the      
Trustee in respect of the breach or defect giving rise to the purchase          
obligation including any costs and damages incurred by the Trust in connection  
with any violation by such loan of any predatory or abusive lending law.        

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

         "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement 
or the Mortgage Loan Purchase Agreement which must, on the date of such         
substitution, (i) have an outstanding principal balance (or in the case of a    
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an     
aggregate 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, and not more than 5% less than, the outstanding principal balance of 
the Deleted Mortgage Loan as of the Due Date in the calendar month during which 
the substitution occurs, (ii) have a Mortgage Rate not less than (and not more  
than one percentage point in excess of) the Mortgage Rate of the Deleted        
Mortgage Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable 
Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum      
Mortgage Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute    
Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate 
not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
Qualified Substitute Mortgage Loan is an Adjustable Rate Mortgage Loan, have a  
Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage  
Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable Rate      
Mortgage Loan, have a next Adjustment Date not more than two months later than  
the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining   
term to maturity not greater than (and not more than one year less than) that of
the Deleted Mortgage Loan, (viii) be current as of the date of substitution,    
(ix) have a Loan-to-Value Ratio as of the date of substitution equal to or lower
than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x)  
have a risk grading determined by the Originator at least equal to the risk     
grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten or   
reunderwritten by the Originator in accordance with the same underwriting       
criteria and guidelines as the Deleted Mortgage Loan, (xii) have a Prepayment   
Charge provision at least equal to the Prepayment Charge provision of the       
Deleted Mortgage Loan, (xiii) conform to each representation and warranty set   
forth in Section 3.01 of the Mortgage Loan Purchase Agreement applicable to the 
Deleted Mortgage Loan, (xiv) have the same Due Date as the Deleted Mortgage     
Loan, (xv) be covered by the PMI Policy if the Deleted Mortgage Loan was covered
by the PMI Policy and (xvi) not be a                                            

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Convertible Mortgage Loan unless that Deleted Mortgage Loan was a Convertible   
Mortgage Loan. In the event that one or more mortgage loans are substituted for 
one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof  
shall be determined on the basis of aggregate principal balances, the Mortgage  
Rates described in clauses (ii) through (vi) hereof shall be satisfied for each 
such mortgage loan, the risk gradings described in clause (x) hereof shall be   
satisfied as to each such mortgage loan, the terms described in clause (vii)    
hereof shall be determined on the basis of weighted average remaining term to   
maturity (provided that no such mortgage loan may have a remaining term to      
maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios       
described in clause (ix) hereof shall be satisfied as to each such mortgage loan
and, except to the extent otherwise provided in this sentence, the              
representations and warranties described in clause (xii) hereof must be         
satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as 
the case may be.                                                                

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

                  "Realized Loss": With respect to any Liquidated Mortgage Loan,
the amount of loss realized equal to the portion of the Stated Principal Balance
remaining unpaid after application of all Net Liquidation Proceeds in respect of
such Mortgage Loan.                                                             

                "Record Date": With respect to (i) the Class P Certificates,
the Class C Certificates and the Residual Certificates, the Close of Business on
the last Business Day of the calendar month preceding the month in which the    
related Distribution Date occurs and (ii) with respect to the Class A           
Certificates and the Mezzanine Certificates, the Close of Business on the       
Business Day immediately preceding the related Distribution Date; PROVIDED,     
HOWEVER, that following the date on which Definitive Certificates for a Class A 
Certificate or a Mezzanine Certificate are available pursuant to Section 5.02,  
the Record Date for such Certificates shall be the last Business Day of the     
calendar month preceding the month in which the related Distribution Date       
occurs.                                                                         

                "Reference Banks": Those banks (i) with an established place
of business in London, England, (ii) not controlling, under the control of or   
under common control with the Depositor, the Originator or the Master Servicer  
or any affiliate thereof and (iii) which have been designated as such by the    
Depositor; PROVIDED, HOWEVER, that if fewer than two of such banks provide a    
LIBOR rate, then any leading banks selected by the Depositor which are engaged  
in transactions in United States dollar deposits in the international           
Eurocurrency market.                                                            

           "Regular Certificate": Any of the Class A Certificates,
Mezzanine Certificates, Class C Certificates or Class P Certificates.           

       "Relief Act":  The Servicemembers Civil Relief Act.

        "Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan with respect 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            

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Period is less than (ii) one month's interest on the Stated Principal Balance of
such Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving    
effect to the application of the Relief Act.                                    

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

            "REMIC 1": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder, 
with respect to which a REMIC election is to be made consisting of: (i) such    
Mortgage Loans as from time to time are subject to this Agreement, together with
the Mortgage Files relating thereto, and together with all collections thereon  
and proceeds thereof, (ii) any REO Property, together with all collections      
thereon and proceeds thereof, (iii) the Trustee's rights with respect to the    
Mortgage Loans under all insurance policies, including the PMI Policy, required 
to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the  
Depositor's rights under the Mortgage Loan Purchase Agreement (including any    
security interest created thereby) and (v) the Collection Account, the          
Distribution Account (subject to the last sentence of this definition) and any  
REO Account and such assets that are deposited therein from time to time and any
investments thereof, together with any and all income, proceeds and payments    
with respect thereto. Notwithstanding the foregoing, however, a REMIC election  
will not be made with respect to the Pre-Funding Accounts, the Net WAC Rate     
Carryover Reserve Account, the Master Servicer Prepayment Charge Payment Amounts
or the Cap Contracts.                                                           

    "REMIC 1 Regular Interests": One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and 
designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall
accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in      
effect from time to time, and shall be entitled to distributions of principal,  
subject to the terms and conditions hereof, in an aggregate amount equal to its 
initial Uncertificated Principal Balance as set forth in the Preliminary        
Statement hereto. The following is a list of each of the REMIC 1 Regular        
Interests: REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF, REMIC 1
Regular Interest LT2, REMIC 1 Regular Interest LT2PF and REMIC 1 Regular        
Interest LTP.                                                                   

                 "REMIC 2": The segregated pool of assets consisting of all of
the REMIC 1 Regular Interests and conveyed in trust to the Trustee, for the     
benefit of REMIC 3, as holder of the REMIC 2 Regular Interests, and the Class R 
Certificateholders, in respect of the Class R-2 Interest, pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which a separate  
REMIC election is to be made.                                                   

                  "REMIC 2 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50.00% of the sum  
of the aggregate Stated Principal Balance of the Mortgage Loans and related REO 
Properties then outstanding and the amount on deposit in the Pre-Funding        
Accounts and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2      
Regular Interest LT2AA minus the Marker Rate, divided by (b) 12.                

             "REMIC 2 Marker Allocation Percentage": 50% of any amount
payable from or loss attributable to the Mortgage Loans, which shall be         
allocated to REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest LT2A1A,   
REMIC 2 Regular Interest LT2A1B, REMIC 2                                        

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Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest
LT2A4, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2  
Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest
LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2  
Regular Interest LT2M8, REMIC 2 Regular Interest LT2M9 and REMIC 2 Regular      
Interest LT2ZZ and REMIC 2 Regular Interest LT2P.                               

               "REMIC 2 Overcollateralization Target Amount": 0.50% of the
Overcollateralization Target Amount.                                            

                 "REMIC 2 Overcollateralized Amount": With respect to any date
of determination, (i) 0.50% of the aggregate Uncertificated Principal Balance of
the REMIC 2 Regular Interests minus (ii) the aggregate of the Uncertificated    
Principal Balances of REMIC 2 Regular Interest LT2A1A, REMIC 2 Regular Interest 
LT2A1B, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 
Regular Interest LT2A4, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest
LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2  
Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest
LT2M7, REMIC 2 Regular Interest LT2M8, REMIC 2 Regular Interest LT2M9 and REMIC 
2 Regular Interest LT2P, in each case as of such date of determination.         

               "REMIC 2 Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to (a) the product of (i) 50% of the sum 
of the aggregate Stated Principal Balance of the Mortgage Loans and related REO 
Properties then outstanding and the amount on deposit in the Pre-Funding        
Accounts and (ii) 1 minus a fraction, the numerator of which is two times the   
aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest  
LT2A1A, REMIC 2 Regular Interest LT2A1B, REMIC 2 Regular Interest LT2A2, REMIC 2
Regular Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest
LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2  
Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest
LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8 and REMIC 
2 Regular Interest LT2M9 and the denominator of which is the aggregate of the   
Uncertificated Principal Balances of REMIC 2 Regular Interest LT2A1A, REMIC 2   
Regular Interest LT2A1B, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular        
Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest LT2M1, 
REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular 
Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, 
REMIC 2 Regular Interest LT2M7, REMIC 2 Regular Interest LT2M8, REMIC 2 Regular 
Interest LT2M9 and REMIC 2 Regular Interest LT2ZZ.                              

                "REMIC 2 Regular Interests": Any of REMIC 2 Regular Interest
LT2AA, REMIC 2 Regular Interest LT2A1A, REMIC 2 Regular Interest LT2A1B, REMIC 2
Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest
LT2A4, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2  
Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest
LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2  
Regular Interest LT2M8, REMIC 2 Regular Interest LT2M9, REMIC 2 Regular Interest
LT2ZZ, REMIC 2 Regular Interest LT2P, REMIC 2 Regular Interest LT2SUB1, REMIC 2 
Regular Interest LT2GRP1, REMIC 2 Regular Interest LT2SUB2, REMIC 2 Regular     
Interest LT2GRP2 and REMIC 2                                                    

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Regular Interest LT2XX, each of which is a separate non-certificated beneficial 
ownership interests in REMIC 2 issued hereunder and designated as a Regular     
Interest in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the 
related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,   
and shall be entitled to distributions of principal, subject to the terms and   
conditions hereof, in an aggregate amount equal to its initial Uncertificated   
Principal Balance as set forth in the Preliminary Statement hereto.             

              "REMIC 2 Sub WAC Allocation Percentage": 50% of any amount
payable from or loss attributable to the Mortgage Loans, which shall be         
allocated to REMIC 2 Regular Interest LT2SUB1, REMIC II Regular Interest        
LT2GRP1, REMIC 2 Regular Interest LT2SUB2, REMIC 2 Regular Interest LT2GRP2 and 
REMIC 2 Regular Interest LT2XX.                                                 

             "REMIC 2 Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each REMIC 2 Regular Interest ending with the        
designation "SUB,", equal to the ratio among, with respect to each such REMIC 2 
Regular Interest, the excess of (x) the aggregate Stated Principal Balance of   
the Mortgage Loans in the related Loan Group as of the end of the preceding     
prepayment period over (y) the current Certificate Principal Balance of Class A 
Certificates in the related Loan Group.                                         

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

         "REMIC 3 Regular Interests": Any Class A Certificate,
Mezzanine Certificate, Class C Interest or Class P Interest.                    

              "REMIC 4": The segregated pool of assets consisting of the
Class C Interest conveyed in trust to the Trustee, for the benefit of the       
Holders of the Regular Certificates and the Class R-X Certificates (in respect  
of the Class R-4 Interest), pursuant to Section 2.07, and all amounts deposited 
therein, with respect to which a separate REMIC election is to be made.         

              "REMIC 5": The segregated pool of assets consisting of the
Class P Interest conveyed in trust to the Trustee, for the benefit of the       
Holders of the Regular Certificates and the Class R-X Certificates (in respect  
of the Class R-5 Interest), pursuant to Section 2.07, and all amounts deposited 
therein, with respect to which a separate REMIC election is to be made.         

                "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits which appear at Section    
860A through 860G of 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.                                             

                 "REMIC Regular Interests": The REMIC 1 Regular Interests, the
REMIC 2 Regular Interests, Class C Interest or Class P Interest.                

                 "Remittance Report": A report prepared by the Master Servicer
and delivered to the Trustee and the NIMS Insurer pursuant to Section 4.04.     

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

            "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.                                      

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

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

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

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Fannie Mae eligible condominium project, (iv) a manufactured home, or (v) a     
detached one-family dwelling in a planned unit development, none of which is a  
mobile home.                                                                    

                 "Residual Certificate": Any Class R Certificates or Class R-X
Certificates.                                                                   

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

                 "Responsible Officer": When used with respect to the Trustee,
the Chairman or Vice Chairman of the Board of Directors or Trustees, the        
Chairman or Vice Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees, the President, any vice president, any assistant vice    
president, the Secretary, any assistant secretary, the Treasurer, any assistant 
treasurer, the Cashier, any assistant cashier, any trust officer or assistant   
trust officer, the Controller and any assistant controller or any other officer 
of the Trustee customarily performing functions similar to those performed by   
any of the above designated officers and, with respect to a particular matter,  
to whom such matter is referred because of such officer's knowledge of and      
familiarity with the particular subject.                                        

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

        "Seller": Any one or all of: (i) Option One Mortgage
Corporation, a California corporation or (ii) Option One Owner Trust 2001-1A,   
Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One Owner 
Trust 2002-3, Option One Owner Trust 2003-4 and/or Option One Owner Trust       
2003-5, each a Delaware statutory trust.                                        

               "Sequential Trigger Event" is in effect on any Distribution
Date if, before the Stepdown Date, the aggregate amount of Realized Losses      
incurred since the Cut-off Date through the last day of the related Due Period  
(reduced by the amount of Subsequent Recoveries received through the last day of
the Due Period) divided by the aggregate principal balance of the Mortgage Loans
as of the Cut-off Date and the amounts on deposit in the Pre-Funding Accounts as
of the Closing Date exceeds 2.00%, or if, on or after the Stepdown Date, a      
Trigger Event is in effect.                                                     

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

                 "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses (including reasonable attorneys' fees and    
expenses) incurred by the Master Servicer in the performance of its servicing   
obligations, including, but not limited to, the cost of (i) the preservation,   
restoration, inspection and protection of the Mortgaged Property, (ii) any      
enforcement or judicial proceedings, including foreclosures, (iii) the          
management and liquidation of the REO Property and (iv) compliance with the     
obligations under Sections 3.01, 3.09, 3.16, and 3.23.                          

               "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 or in  
part made by the Mortgagor during such calendar month, interest for the number  
of days covered by such payment of interest) at the                             

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Servicing Fee Rate on the same principal amount on which interest on such       
Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee  
may be retained by any Sub-Servicer as its servicing compensation.              

              "Servicing Fee Rate": 0.30% per annum for the first 10 Due
Periods, 0.40% per annum for the 11th through 30th Due Periods and 0.65% per    
annum for all Due Periods thereafter.                                           

              "Servicing Officer": Any employee or 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 furnished by the Master Servicer to the Trustee and the Depositor on   
the Closing Date, as such list may from time to time be amended.                

                  "Servicing Standard": The standards set forth in Section 3.01.

                 "Servicing Transfer Costs": All reasonable costs and expenses
incurred by the Trustee in connection with the transfer of servicing from a     
predecessor servicer, including, without limitation, any reasonable costs or    
expenses associated with the complete transfer of all servicing data and the    
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and      
effectively.                                                                    

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

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

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Distribution Date on which the proceeds, if any, of a Liquidation Event with    
respect to such REO Property would be distributed, zero.                        

                 "Stepdown Date": The earlier to occur of (a) the Distribution
Date on which the aggregate Certificate Principal Balance of the Class A        
Certificates has been reduced to zero and (b) the later to occur of (i) the     
Distribution Date occurring in February 2008 and (ii) the first Distribution    
Date on which the Credit Enhancement Percentage (calculated for this purpose    
only after taking into account payments of principal on the Mortgage Loans and  
distribution of the Group I Principal Distribution Amount and the Group II      
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date) is equal to or greater than 26.50%.     

               "Subsequent Cut-off Date": With respect to those Subsequent
Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer         
Instrument, the later of (i) first day of the month in which the related        
Subsequent Transfer Date occurs or (ii) the date of origination of such Mortgage
Loan.                                                                           

                  "Subsequent Group I Mortgage Loan": A Subsequent Mortgage Loan
to be included in Loan Group I.                                                 

              "Subsequent Group II Mortgage Loan": A Subsequent Mortgage
Loan to be included in Loan Group II.                                           

           "Subsequent Mortgage Loan": A Mortgage Loan sold by the
Depositor to the Trust Fund pursuant to Section 2.08, such Mortgage Loan being  
identified on the Mortgage Loan Schedule attached to a Subsequent Transfer      
Instrument.                                                                     

                  "Subsequent Mortgage Loan Purchase Agreements": The agreements
among the Depositor, the Originator and the Seller, regarding the transfer of   
the Subsequent Mortgage Loans by the Seller to the Depositor.                   

         "Subsequent Recoveries": As of any Distribution Date,
unexpected amounts received by the Master Servicer (net of any related expenses 
permitted to be reimbursed pursuant to Section 3.10) specifically related to a  
Mortgage Loan that was the subject of a liquidation or an REO Disposition prior 
to the related Prepayment Period that resulted in a Realized Loss.              

               "Subsequent Transfer Date": With respect to each Subsequent
Transfer Instrument, the date on which the related Subsequent Mortgage Loans are
sold to the Trust Fund.                                                         

              "Subsequent Transfer Instrument": Each Subsequent Transfer
Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and 
the Depositor substantially in the form attached hereto as Exhibit O, by which  
Subsequent Mortgage Loans are transferred to the Trust Fund.                    

                "Sub-Servicer": Any Person with which either Master Servicer
has entered into a Sub-Servicing Agreement and which meets the qualifications of
a Sub-Servicer pursuant to Section 3.02.                                        

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        "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 applicable Master Servicer.                         

                  "Sub-Servicing Agreement": The written contract between either
Master Servicer and a Sub-Servicer relating to servicing and administration of  
certain Mortgage Loans as provided in Section 3.02.                             

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

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

          "Tax Prepayment Assumption": The prepayment assumption
provided by the Depositor and as disclosed in the Prospectus Supplement.        

            "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 by the Trustee on behalf of each REMIC, together with any and
all other information reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other  
governmental taxing authority under any applicable provisions of federal, state 
or local tax laws.                                                              

                "Termination Price":  As defined in Section 10.01(a) hereof.

     "Terminator": As defined in Section 10.01 hereof.

                 "Three Month Rolling Delinquency Percentage": With respect to
the Mortgage Loans and any Distribution Date, the average for the three most    
recent calendar months of the fraction, expressed as a percentage, the numerator
of which is (x) the sum (without duplication) of the aggregate of the Stated    
Principal Balances of all Mortgage Loans that are (i) 60 or more days           
Delinquent, (ii) in bankruptcy and 60 or more days Delinquent, (iii) in         
foreclosure and 60 or more days Delinquent or (iv) REO Properties, and the      
denominator of which is (y) the sum of the Stated Principal Balances of the     
Mortgage Loans, in the case of both (x) and (y), as of the Close of Business on 
the last Business Day of each of the three most recent calendar months.         

                 "Trigger Event": A Trigger Event is in effect with respect to
any Distribution Date on or after the Stepdown Date if:                         

             (a)      the Delinquency Percentage exceeds 56.00% of the
Credit Enhancement Percentage or                                                

             (b)      the aggregate amount of Realized Losses incurred
since the Cut-off Date through the last day of the related Due Period (after    
reduction for all Subsequent Recoveries received from the Cut-off Date through  
the Prepayment Period) divided by the aggregate principal balance of the Initial
Mortgage Loans as of the Cut-off Date plus the Original Pre-Funded Amounts      
exceeds the applicable percentages set forth below with respect to such         
Distribution Date:                                                              

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                                                        [Enlarge/Download Table]


  DISTRIBUTION DATE OCCURRING IN                        PERCENTAGE                     
  ------------------------------                        ----------                     
                                                                                       
February 2008 through January 2009  2.00% for February 2008, plus an additional 1/12 of
                                              0.75% for each month thereafter          
February 2009 through January 2010  2.75% for February 2009, plus an additional 1/12 of
                                              0.50% for each month thereafter          
February 2010 through January 2011  3.25% for February 2010, plus an additional 1/12 of
                                              0.25% for each month thereafter          
Feburary 2011 and thereafter                               3.50%                       

             "Trust": Option One Mortgage Loan Trust 2005-1, the trust
created hereunder.                                                              

                 "Trust Fund": All of the assets of the Trust, which the trust
created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, 
the Pre-Funding Accounts, the Net WAC Rate Carryover Reserve Account, the Master
Servicer Prepayment Charge Payment Amounts and payments in respect of the Cap   
Contracts.                                                                      

                 "Trust REMIC": Each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and
REMIC 5.                                                                        

         "Trustee": Wells Fargo Bank, N.A., a national banking
association, or any successor trustee appointed as herein provided.             

            "Trustee Fee": The amount payable to the Trustee on each
Distribution Date pursuant to Section 8.05 as compensation for all services     
rendered by it in the execution of the trust hereby created and in the exercise 
and performance of any of the powers and duties of the Trustee hereunder, which 
amount shall equal one twelfth of the product of (i) the Trustee Fee Rate,      
multiplied by (ii) the aggregate Stated Principal Balance of the Mortgage Loans 
and any REO Properties (after giving effect to scheduled payments of principal  
due during the Due Period relating to the previous Distribution Date, to the    
extent received or advanced) and any amount in the Pre-Funding Accounts as of   
the first day of the calendar month prior to the month of such Distribution Date
(or, in the case of the initial Distribution Date, as of the Cut-off Date).     

"Trustee Fee Rate":  0.003% per annum.      

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

                  "Uncertificated Pass-Through Rate": The Uncertificated REMIC 1
Pass-Through Rate and Uncertificated REMIC 2 Pass-Through Rate.                 

                  "Uncertificated Principal Balance": With respect to each REMIC
Regular Interest, the amount of such REMIC Regular Interest outstanding as of   
any date of determination. As of the Closing Date, the Uncertificated Principal 
Balance of each REMIC                                                           

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Regular Interest shall equal the amount set forth in the Preliminary Statement  
hereto as its initial Uncertificated Principal Balance. On each Distribution    
Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall 
be reduced by all distributions of principal made on such REMIC Regular Interest
on such Distribution Date pursuant to Section 4.08 and, if and to the extent    
necessary and appropriate, shall be further reduced on such Distribution Date by
Realized Losses as provided in Section 4.08, and the Uncertificated Principal   
Balances of REMIC 2 Regular Interest LT2ZZ shall be increased by interest       
deferrals as provided in Section 4.08. The Uncertificated Principal Balance of  
each REMIC 2 Regular Interest shall never be less than zero. With respect to the
Class C Interest, as of any date of determination, an amount equal to the       
excess, if any, of (A) the then aggregate Uncertificated Principal Balance of   
the REMIC 2 Regular Interest over (B) the then aggregate Certificate Principal  
Balance of the Class A Certificates, Mezzanine Certificates and the Class P     
Interest then outstanding.                                                      

               "Uncertificated REMIC 1 Pass-Through Rate": With respect to
REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LTP, and (i) for the  
first Distribution Date, the weighted average of the Net Mortgage Rates of the  
Initial Group I Mortgage Loans less the PMI Premium Rate for each such Mortgage 
Loan, if any, and (ii) thereafter, the weighted average of the Net Mortgage     
Rates of the Group I Mortgage Loans less the PMI Premium Rate for each such     
Mortgage Loan, if any. With respect to REMIC 1 Regular Interest LT2, and (i) for
the first Distribution Date, the weighted average of the Net Mortgage Rates of  
the Initial Group II Mortgage Loans less the PMI Premium Rate for each such     
Mortgage Loan, if any and (ii) thereafter, the weighted average of the Net      
Mortgage Rates of the Group II Mortgage Loans less the PMI Premium Rate for each
such Mortgage Loan, if any. With respect to REMIC 1 Regular Interest LT1PF and  
(i) the first Distribution Date, 0.00% and (ii) thereafter, the weighted average
of the Net Mortgage Rates of the Group I Mortgage Loans less the PMI Premium    
Rate for each such Mortgage Loan, if any. With respect to REMIC 1 Regular       
Interest LT2PF and (i) the first Distribution Date, 0.00% and (ii) thereafter,  
the weighted average of the Net Mortgage Rates of the Group II Mortgage Loans   
less the PMI Premium Rate for each such Mortgage Loan, if any.                  

       "Uncertificated REMIC 2 Pass-Through Rate": For any
Distribution Date and each REMIC 2 Regular Interest, the weighted average of the
Uncertificated REMIC 1 Pass-Through Rate on the REMIC 1 Regular Interests,      
weighted on the basis of the Uncertificated Principal Balance of each such REMIC
1 Regular Interest.                                                             

           "Underwriters": Each of Banc of America Securities LLC,
Greenwich Capital Markets, Inc., Barclays Capital Inc., Citigroup Global Markets
Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and H&R Block  
Financial Advisors Inc.                                                         

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section     
3.14.                                                                           

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

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partnership for United States federal income tax purposes shall be treated as a 
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United      
States federal income tax purposes are required by the applicable operative     
agreement to be United States Persons, or an estate the income of which from    
sources without the United States is includible 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, or a trust if a court within   
the United States is able to exercise primary supervision over the              
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term "United States"     
shall have the meaning set forth in Section 7701 of the Code or successor       
provisions.                                                                     

                 "Unpaid Interest Shortfall Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and (i) the first Distribution    
Date, zero, and (ii) any Distribution Date after the first Distribution Date,   
the amount, if any, by which (a) the sum of (1) the Monthly Interest            
Distributable Amount for such Class for the immediately preceding Distribution  
Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such 
Class for such preceding Distribution Date exceeds (b) the aggregate amount     
distributed on such Class in respect of interest pursuant to clause (a) of this 
definition on such preceding Distribution Date, plus interest on the amount of  
interest due but not paid on the Certificates of such Class on such preceding   
Distribution Date, to the extent permitted by law, at the Pass-Through Rate for 
such Class for the related Accrual Period.                                      

               "Value": With respect to any Mortgage Loan, and the related
Mortgaged Property, the lesser of:                                              

                 (i)      the lesser of (a) the value thereof as determined by
                          an appraisal made for the originator of the Mortgage
                          Loan at the time of origination of the Mortgage Loan
                         by an appraiser who met the minimum requirements of
                           Fannie Mae and Freddie Mac, and (b) the value thereof
                          as determined by a review appraisal conducted by the
                       Originator in the event any such review appraisal
                       determines an appraised value more than 10% lower
                        than the value thereof, in the case of a Mortgaged
                           Loan with a Loan-to-Value Ratio less than or equal to
                           80%, or more than 5% lower than the value thereof, in
                      the case of a Mortgage Loan with a Loan-to-Value
                  Ratio greater than 80%, as determined by the
                       appraisal referred to in clause (i)(a) above; and

              (ii)     the purchase price paid for the related Mortgaged
                        Property by the Mortgagor with the proceeds of the
                           Mortgage Loan; provided, however, that in the case of
                          a refinanced Mortgage Loan (which is a Mortgage Loan
                         the proceeds of which were not used to purchase the
                    related Mortgaged Property) or a Mortgage Loan
                   originated in connection with a "lease option
                        purchase" if the "lease option purchase price" was
                      set 12 months or more prior to origination, such
                          value of the Mortgaged Property is based solely upon
clause (i) above.         

               "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times the Class A
Certificates, the Mezzanine Certificates and the Class C Certificates shall have
98% of the Voting Rights (allocated among the Holders                           

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of the Class A Certificates, the Mezzanine Certificates and the Class C         
Certificates in proportion to the then outstanding Certificate Principal        
Balances of their respective Certificates), the Class P Certificates shall have 
1% of the Voting Rights and the Residual Certificates shall have 1% of the      
Voting Rights. The Voting Rights allocated to any Class of Certificates (other  
than the Class P Certificates and the Residual Certificates) shall be allocated 
among all Holders of each such Class in proportion to the outstanding           
Certificate Principal Balance or Notional Amount of such Certificates and the   
Voting Rights allocated to the Class P Certificates and the Residual            
Certificates shall be allocated among all Holders of each such Class in         
proportion to such Holders' respective Percentage Interest; PROVIDED, HOWEVER   
that when none of the Regular Certificates are outstanding, 100% of the Voting  
Rights shall be allocated among Holders of the Residual Certificates in         
accordance with such Holders' respective Percentage Interests in the            
Certificates of such Class.                                                     

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.                                          

                SECTION 1.03.     Allocation of Certain Interest Shortfalls.

                  For purposes of calculating the amount of the Monthly Interest
Distributable Amount for each of the Class A Certificates, the Mezzanine        
Certificates and the Class C Certificates for any Distribution Date, (1) the    
aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act   
Interest Shortfalls incurred in respect of the Mortgage Loans for any           
Distribution Date shall be allocated first, among the Class C Certificates on a 
pro rata basis based on, and to the extent of, one month's interest at the then 
applicable Pass-Through Rate on the Notional Amount of each such Certificate    
and, thereafter, among the Class A Certificates and the Mezzanine Certificates, 
on a pro rata basis based on, and to the extent of, one month's interest at the 
then applicable respective Pass-Through Rate on the respective Certificate      
Principal Balance of each such Certificate and (2) the aggregate amount of any  
Realized Losses and Net WAC Rate Carryover Amounts incurred for any Distribution
Date shall be allocated among the Class C Certificates on a pro rata basis based
on, and to the extent of, one month's interest at the then applicable           
Pass-Through Rate on the Notional Amount of each such Certificate after the     
allocation thereto in clause (1).                                               

            For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date,   
the aggregate amount of any Net Prepayment Interest Shortfalls and Relief Act   
Interest Shortfalls incurred in respect of the Mortgage Loans for any           
Distribution Date shall be allocated first, (i) with respect to the Group I     
Mortgage Loans, to REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest    
LT1PF, in each case to the extent of one month's interest at the then applicable
respective Uncertificated REMIC 1 Pass-Through Rate on the respective           
Uncertificated Principal Balance of each such REMIC 1 Regular Interest;         
provided, however, with respect to the first Distribution Date, such amounts    
relating to the Initial Group I Mortgage Loans shall be allocated to REMIC 1    
Regular Interest LT1 and such amounts relating to the Subsequent Group I        
Mortgage Loans shall be allocated to REMIC Regular Interest LT1PF and (b) with  
respect to the Group II Mortgage                                                

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Loans, to REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF, in   
each case to the extent of one month's interest at the then applicable          
respective Uncertificated REMIC 1 Pass-Through Rate on the respective           
Uncertificated Principal Balance of each such REMIC 1 Regular Interest;         
provided, however, with respect to the first Distribution Date, such amounts    
relating to the Initial Group I Mortgage Loans shall be allocated to REMIC 1    
Regular Interest LT2 and such amounts relating to the Subsequent Group II       
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2PF.            

            For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 2 Regular Interests for any Distribution Date:   

            (A)      The REMIC 2 Marker Allocation Percentage of the
        aggregate amount of any Prepayment Interest Shortfalls and the REMIC 2
    Marker Allocation Percentage of any Relief Act Interest Shortfalls
     incurred in respect of the Mortgage Loans for any Distribution Date
  shall be allocated among REMIC 2 Regular Interest LT2AA, REMIC 2
   Regular Interest LT2A1A, REMIC 2 Regular Interest LT2A1B, REMIC 2
         Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular
 Interest LT2A4, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular
 Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular
 Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular
 Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular
    Interest LT2M8, REMIC 2 Regular Interest LT2M9 and REMIC 2 Regular
      Interest LT2ZZ, pro rata based on, and to the extent of, one month's
   interest at the then applicable respective Uncertificated REMIC 2
         Pass-Through Rate on the respective Uncertificated Principal Balance of
each such REMIC 2 Regular Interest; and                       

             (B)      The REMIC 2 Sub WAC Allocation Percentage of the
        aggregate amount of any Prepayment Interest Shortfalls and the REMIC 2
     Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls
     incurred in respect of the Mortgage Loans for any Distribution Date
         shall be allocated first, to Uncertificated Accrued Interest payable to
     REMIC 2 Regular Interest LT2SUB1, REMIC 2 Regular Interest LT2GRP1,
        REMIC 2 Regular Interest LT2SUB2, REMIC 2 Regular Interest LT2GRP2 and
      REMIC 2 Regular Interest LT2XX, pro rata based on, and to the extent
of, one month's interest at the then applicable respective    
Uncertificated REMIC 2 Pass-Through Rate on the respective    
         Uncertificated Principal Balance of each such REMIC 2 Regular Interest.

 SECTION 1.04.     Rights of the NIMS Insurer.

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

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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 in trust 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 (i) each Mortgage Loan      
identified on the Mortgage Loan Schedule, including the related Cut-off Date    
Principal Balance, all interest accruing thereon on and after the Cut-off Date  
and all collections in respect of interest and principal due after the Cut-off  
Date; (ii) property which secured each such Mortgage Loan and which has been    
acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in   
any insurance policies (including the PMI Policy) in respect of the Mortgage    
Loans; (iv) the rights of the Depositor under the Mortgage Loan Purchase        
Agreement, (v) all other assets included or to be included in the Trust Fund,   
(vi) [reserved] and (vii) all proceeds of any of the foregoing. Such assignment 
includes all interest and principal due and collected by the Depositor or the   
Master Servicer after the Cut-off Date with respect to the Mortgage Loans.      

        In connection with such transfer and assignment, the
Depositor, does hereby deliver to, and deposit with the Trustee, or its         
designated agent (the "Custodian"), the following documents or instruments with 
respect to each Initial Mortgage Loan so transferred and assigned and the       
Originator, on behalf of the Depositor, shall, in accordance with Section 2.08, 
deliver or caused to be delivered to the Trustee with respect to each Subsequent
Mortgage Loan, the following documents or instruments (a "Mortgage File") with  
respect to each Mortgage Loan so transferred and assigned:                      

               (i)      the original Mortgage Note, endorsed either (A) in
    blank, in which case the Trustee shall cause the endorsement to be
    completed or (B) in the following form: "Pay to the order of Wells
         Fargo Bank, N.A., as Trustee, without recourse", or with respect to any
      lost Mortgage Note, an original Lost Note Affidavit stating that the
        original mortgage note was lost, misplaced or destroyed, together with
   a copy of the related mortgage note; PROVIDED, HOWEVER, that such
       substitutions of Lost Note Affidavits for original Mortgage Notes may
       occur only with respect to Mortgage Loans, the aggregate Cut-off Date
    Principal Balance or Subsequent Cut-off Date Principal Balance, as
         applicable, of which is less than or equal to 1.00% of the Pool Balance
   as of the Cut-off Date or Subsequent Cut-off Date, as applicable;

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

          (iii)    an original Assignment. The Mortgage shall be
    assigned either (A) in blank or (B) to "Wells Fargo Bank, N.A., as
Trustee, without recourse";                                   

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                  (iv)     an original of any intervening assignment of Mortgage
showing a complete chain of assignments;                      

               (v)      the original or a certified copy of lender's title
insurance policy; and                                         

       (vi)     the original or copies of each assumption,
    modification, written assurance or substitution agreement, if any.

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

                  If any of the documents referred to in Section 2.01(ii), (iii)
or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with     
respect to Subsequent Mortgage Loans) been submitted for recording but either   
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such     
document, the obligations of the Depositor to deliver such documents shall be   
deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no     
later than the Closing Date (or Subsequent Closing Date, with respect to        
Subsequent Mortgage Loans), of a copy of each such document certified by the    
Master Servicer, in its capacity as Originator, in the case of (x) above or the 
applicable public recording office in the case of (y) above to be a true and    
complete copy of the original that was submitted for recording and (2) if such  
copy is certified by the Master Servicer, in its capacity as Originator,        
delivery to the Trustee or the Custodian, promptly upon receipt thereof of      
either the original or a copy of such document certified by the applicable      
public recording office to be a true and complete copy of the original. If the  
original lender's title insurance policy, or a certified copy thereof, was not  
delivered pursuant to Section 2.01(v) above, the Master Servicer, in its        
capacity as Originator, shall deliver or cause to be delivered to the Trustee or
the Custodian, the original or a copy of a written commitment or interim binder 
or preliminary report of title issued by the title insurance or escrow company  
or an original attorney's opinion of title, with the original or a certified    
copy thereof to be delivered to the Trustee or the Custodian, promptly upon     
receipt thereof. The Master Servicer or the Depositor shall deliver or cause to 
be delivered to the Trustee or the Custodian promptly upon receipt thereof any  
other documents constituting a part of a Mortgage File received with respect to 
any Mortgage Loan, including, but not limited to, any original documents        
evidencing an assumption or modification of any Mortgage Loan.                  

         Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File, the 
Master Servicer, in its capacity as Originator, shall have 120 days to cure such
defect or deliver such missing document to the Trustee or the Custodian. If the 
Originator does not cure such defect or deliver such missing document within    
such time period, the Master Servicer, in its capacity as Originator, shall     
either repurchase or substitute for such Mortgage Loan in accordance with       
Section 2.03.                                                                   

                The Depositor (at the expense of the Master Servicer, in its
capacity as Originator) shall cause the Assignments which were delivered in     
blank to be completed and shall cause all Assignments referred to in Section    
2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv) hereof to be 
recorded. The Depositor shall be required to deliver such                       

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Assignments for recording within 90 days of the Closing Date (or Subsequent     
Transfer Date, with respect to a Subsequent Mortgage Loan). Notwithstanding the 
foregoing, however, for administrative convenience and facilitation of servicing
and to reduce closing costs, the Assignments of Mortgage shall not be required  
to be submitted for recording (except with respect to any Mortgage Loan located 
in Maryland) unless the Trustee and the Depositor receive notice that such      
failure to record would result in a withdrawal or a downgrading by any Rating   
Agency of the rating on any Class of Certificates; PROVIDED, HOWEVER, each      
Assignment shall be submitted for recording by the Depositor in the manner      
described above, at no expense to the Trust Fund or Trustee, upon the earliest  
to occur of: (i) reasonable direction by Holders of Certificates entitled to at 
least 25% of the Voting Rights, (ii) the occurrence of a Master Servicer Event  
of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure 
relating to the Master Servicer, (iv) the occurrence of a servicing transfer as 
described in Section 7.02 hereof, (v) if the Originator is not the Master       
Servicer and with respect to any one Assignment the occurrence of a bankruptcy, 
insolvency or foreclosure relating to the Mortgagor under the related Mortgage, 
(vi) any Mortgage Loan that is 90 days or more Delinquent and such recordation  
would be necessary to facilitate conversion of the Mortgaged Property in        
accordance with Section 3.16 and (vii) reasonable direction by the NIMS Insurer.
Upon (a) receipt of written notice from the Trustee that recording of the       
Assignments is required pursuant to one or more of the conditions (excluding (v)
and (vi) above) set forth in the preceding sentence or (b) upon the occurrence  
of condition (v) or (vi) in the preceding sentence, the Depositor shall be      
required to deliver such Assignments for recording as provided above, promptly  
and in any event within 30 days following receipt of such notice.               
Notwithstanding the foregoing, if the Originator 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. To the extent not   
previously delivered to the Trustee by the Depositor, the Depositor shall       
furnish the Trustee, or its designated agent, with a copy of each Assignment    
submitted for recording. In the event that any such Assignment is lost or       
returned unrecorded because of a defect therein, the Depositor shall promptly   
have a substitute Assignment prepared or have such defect cured, as the case may
be, and thereafter cause each such Assignment to be duly recorded.              

              The Depositor herewith delivers to the Trustee an executed
copy of each Mortgage Loan Purchase Agreement and the PMI Policy.               

               The Master Servicer shall forward to the Custodian original
documents evidencing an assumption, modification, consolidation or extension of 
any Mortgage Loan entered into in accordance with this Agreement within two     
weeks of their execution; provided, however, that the Master Servicer shall     
provide the Custodian with a certified true copy of any such document submitted 
for recordation within two weeks of its execution, and shall provide the        
original of any document submitted for recordation or a copy of such document   
certified by the appropriate public recording office to be a true and complete  
copy of the original within 365 days of its submission for recordation. In the  
event that the Master Servicer cannot provide a copy of such document certified 
by the public recording office within such 365 day period, an Officers'         
Certificate of the Master Servicer which shall (A) identify the recorded        
document, (B) state that the recorded document has not been delivered to the    
Custodian due solely to a delay caused by the public recording office, (C) state
the amount of time generally required by the applicable recording office to     
record and return a document submitted for recordation, if known and (D) specify
the date the applicable recorded document is expected to be delivered to the    
Custodian, and, upon receipt of a copy of such document certified by the public 
recording office,                                                               

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the Master Servicer shall immediately deliver such document to the Custodian. In
the event the appropriate public recording office will not certify as to the    
accuracy of such document, the Master Servicer shall deliver a copy of such     
document certified by an officer of the Master Servicer to be a true and        
complete copy of the original to the Custodian.                                 

          The parties hereto understand and agree that it is not
intended that any mortgage loan be included in the Trust that is a "High-Cost   
Home Loan" as defined by the HOEPA or any other applicable predatory or abusive 
lending laws.                                                                   

                The Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the Cap Contracts on the Closing Date and     
thereafter on behalf of the Holders of the Certificates. The Seller, the        
Depositor, the Master Servicer and the Holders of the Certificates by their     
acceptance of such Certificates acknowledge and agree that the Trustee shall    
execute, deliver and perform its obligations under the Cap Contracts and shall  
do so solely in its capacity as Trustee of the Trust Fund and not in its        
individual capacity.                                                            

SECTION 2.02.     Acceptance by Trustee.    

                Subject to the provisions of Section 2.01 and subject to the
review described below and 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 above and all other assets included in the
definition of "Trust Fund" and declares that it holds and will hold such        
documents and the other documents delivered to it constituting a Mortgage File, 
and that it holds or will hold all such assets and such other assets included in
the definition of "Trust Fund" 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, or that it has reviewed pursuant to Section 2.01 (or to cause the    
Custodian to review or that it has caused the Custodian to have reviewed) each  
Mortgage File on or prior to the Closing Date, with respect to each Initial     
Mortgage Loan or the Subsequent Transfer Date, with respect to each Subsequent  
Mortgage Loan (or, with respect to any document delivered after the Startup Day,
within 45 days of receipt and with respect to any Qualified Substitute Mortgage,
within 45 days after the assignment thereof). The Trustee further agrees, for   
the benefit of the Certificateholders, to certify to the Depositor, the Master  
Servicer and the NIMS Insurer in substantially the form attached hereto as      
Exhibit F-1, within 45 days after the Closing Date, with respect to each Initial
Mortgage Loan and the Subsequent Transfer Date, with respect to each Subsequent 
Mortgage Loan (or, with respect to any document delivered after the Startup Day,
within 45 days of receipt and with respect to any Qualified Substitute Mortgage,
within 45 days after the assignment thereof) 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 required 
to be delivered to it pursuant Section 2.01 of this Agreement are in its        
possession, (ii) such documents have been reviewed by it and have not been      
mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on  
its examination and only as to the foregoing, the information set forth in the  
Mortgage Loan Schedule that corresponds to items (1) and (2) of the Mortgage    
Loan Schedule accurately reflects information set forth in the Mortgage File. It
is herein acknowledged that, in conducting such review, the Trustee (or the     
Custodian, as applicable) is under no duty or obligation to inspect, review or  
examine any such documents, instruments,                                        

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certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they have actually been recorded
or that they are other than what they purport to be on their face.              

             Prior to the first anniversary date of this Agreement the
Trustee shall deliver (or cause the Custodian to deliver) to the Depositor, the 
Master Servicer and the NIMS Insurer a final certification in the form annexed  
hereto as Exhibit F-2 evidencing the completeness of the Mortgage Files, with   
any applicable exceptions noted thereon.                                        

                If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the     
Trustee (or the Custodian, as applicable) 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 Originator the Depositor, the NIMS Insurer and the Master Servicer. In      
addition, upon the discovery by the Originator, the Depositor, the NIMS Insurer 
or the Master Servicer (or upon receipt by the Trustee of written notification  
of such breach) of a breach of any of the representations and warranties made by
the Originator 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 to
this Agreement.                                                                 

                The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the       
related Mortgage Notes and the related documents, conveying good title thereto  
free and clear of any liens and encumbrances, from the Depositor to the Trustee 
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any 
insolvency by the Depositor. In the event that such conveyance is deemed to be, 
or to be made as security for, a loan, the parties intend that the Depositor    
shall be deemed to have granted and does hereby grant to the Trustee a first    
priority perfected security interest in all of the Depositor's right, title and 
interest in and to the Mortgage Loans, the related Mortgage Notes and the       
related documents, and that this Agreement shall constitute a security agreement
under applicable law.                                                           

                  SECTION 2.03.     Repurchase or Substitution of Mortgage Loans
          by the Originator.

               (a)      Upon discovery or receipt of written notice of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by the Originator of any representation, warranty or      
covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage  
Loan which materially adversely affects the value of such Mortgage Loan or the  
interest therein of the Certificateholders, the Trustee shall promptly notify   
the Originator, the NIMS Insurer and the Master Servicer of such defect, missing
document or breach and request that the Originator deliver such missing document
or cure such defect or breach within 120 days from the date the Originator was  
notified of such missing document, defect or breach, and if the Originator does 
not deliver such missing document or cure such defect or breach in all material 
respects during such period, the Trustee shall enforce the Originator's         
obligation under the Mortgage Loan Purchase Agreement and cause the Originator  
to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or
prior to the Determination Date following the expiration of such 120 day period 
(subject to Section 2.03(e)).                                                   

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The Purchase Price for the repurchased Mortgage Loan shall be deposited in the  
Collection Account, and the Trustee, upon receipt of written certification from 
the Master Servicer of such deposit, shall release to the Originator the related
Mortgage File and shall execute and deliver such instruments of transfer or     
assignment, in each case without recourse, as the Originator shall furnish to it
and as shall be necessary to vest in the Originator any Mortgage Loan released  
pursuant hereto and the Trustee shall have no further responsibility with regard
to such Mortgage File (it being understood that the Trustee shall have no       
responsibility for determining the sufficiency of such assignment for its       
intended purpose). In lieu of repurchasing any such Mortgage Loan as provided   
above, the Originator may cause such Mortgage Loan to be removed from the Trust 
Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one 
or more Qualified Substitute Mortgage Loans in the manner and subject to the    
limitations set forth in Section 2.03(d). It is understood and agreed that the  
obligation of the Originator 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 against the Originator respecting   
such omission, defect or breach available to the Trustee on behalf of the       
Certificateholders.                                                             

              (b)      Within 90 days of the earlier of discovery by the
Depositor or receipt of notice by the Depositor of the breach of any            
representation, warranty or covenant of the Depositor set forth in Section 2.06 
which materially and adversely affects the interests of the Certificateholders  
in any Mortgage Loan, the Depositor shall cure such breach in all material      
respects.                                                                       

              (c)      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
2.05 which materially and adversely affects the interests of the                
Certificateholders in any Mortgage Loan, the Master Servicer shall cure such    
breach in all material respects.                                                

              (d)      Any substitution of Qualified Substitute Mortgage
Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be       
effected prior to the last Business Day that is within two years after the      
Closing Date. As to any Deleted Mortgage Loan for which the Originator          
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution    
shall be effected by the Originator delivering to the Trustee, for such         
Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage and
the Assignment to the Trustee, and such other documents and agreements, with all
necessary endorsements thereon, as are required by Section 2.01, together with  
an Officers' Certificate providing that each such Qualified Substitute Mortgage 
Loan satisfies the definition thereof and specifying the Substitution Adjustment
(as described below), if any, in connection with such substitution. The Trustee 
shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans  
and, within ten Business Days thereafter, shall review such documents as        
specified in Section 2.02 and deliver to the Master Servicer and the NIMS       
Insurer, with respect to such Qualified Substitute Mortgage Loan or Loans, a    
certification substantially in the form attached hereto as Exhibit F-1, with any
applicable exceptions noted thereon. Within one year of the date of             
substitution, the Trustee shall deliver to the Master Servicer and the NIMS     
Insurer a certification substantially in the form of Exhibit F-2 hereto with    
respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable
exceptions noted thereon. Monthly Payments due with respect to Qualified        
Substitute Mortgage Loans in the month of substitution are not part of the Trust
Fund and will be                                                                

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retained by the Originator. For the month of substitution, distributions to     
Certificateholders will reflect the collections and recoveries in respect of    
such Deleted Mortgage Loan in the Due Period preceding the month of substitution
and the Originator shall thereafter be entitled to retain all amounts           
subsequently received in respect of such Deleted Mortgage Loan. The Originator  
shall give or cause to be given written notice to the Certificateholders and the
NIMS Insurer that such substitution has taken place, shall amend the Mortgage   
Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the     
terms of this Agreement and the substitution of the Qualified Substitute        
Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan   
Schedule to the NIMS Insurer and the Trustee. Upon such substitution by the     
Originator, such Qualified Substitute Mortgage Loan or Loans shall constitute   
part of the Mortgage Pool and shall be subject in all respects to the terms of  
this Agreement and the Mortgage Loan Purchase Agreement, including all          
applicable representations and warranties thereof included in the Mortgage Loan 
Purchase Agreement as of the date of substitution.                              

                 For any month in which the Originator substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the 
Master Servicer will determine the amount (the "Substitution Adjustment"), if   
any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans   
exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan, of   
the principal balance thereof as of the date of substitution, together with one 
month's interest on such principal balance at the applicable Net Mortgage Rate. 
On the date of such substitution, the Originator will deliver or cause to be    
delivered to the Master Servicer for deposit in the Collection Account an amount
equal to the Substitution Adjustment, if any, and the Trustee, upon receipt of  
the related Qualified Substitute Mortgage Loan or Loans and certification by the
Master Servicer of such deposit, shall release to the Originator the related    
Mortgage File or Files and shall execute and deliver such instruments of        
transfer or assignment, in each case without recourse, as the Originator shall  
deliver to it and as shall be necessary to vest therein any Deleted Mortgage    
Loan released pursuant hereto.                                                  

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

              Upon discovery by the Originator, the Master Servicer, the
NIMS Insurer 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 Originator or the    
Depositor, as the case may be, shall repurchase or, subject to the limitations  
set forth in Section 2.03(d), substitute one or more Qualified Substitute       
Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of  
discovery or receipt of such notice with respect to such affected Mortgage Loan.
Such repurchase or substitution shall be made (i) by the Originator 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 Originator under 
the Mortgage Loan Purchase Agreement or (ii) the Depositor, if the affected     
Mortgage Loan's status as a non-                                                

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qualified mortgage is a breach of any representation or warranty of the         
Depositor set forth in Section 2.06, or if its status as a non-qualified        
mortgage is a breach of no representation or warranty. Any such repurchase or   
substitution shall be made in the same manner as set forth in Section 2.03(a),  
if made by the Originator, or Section 2.03(b), if made by the Depositor. The    
Trustee shall reconvey to the Depositor or the Originator, as the case may be,  
the Mortgage Loan to be released pursuant hereto in the same manner, and on the 
same terms and conditions, as it would a Mortgage Loan repurchased for breach of
a representation or warranty.                                                   

SECTION 2.04.     Intentionally Omitted.    

                  SECTION 2.05.     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 duly organized, validly
      existing, and in good standing under the laws of the jurisdiction of
       its formation and has all licenses necessary to carry on its business
        as now being conducted and is licensed, qualified and in good standing
      in the states where the Mortgaged Property is located if the laws of
   such state require licensing or qualification in order to conduct
        business of the type conducted by the Master Servicer or to ensure the
       enforceability or validity of each Mortgage Loan; the Master Servicer
       has the power and authority to execute and deliver this Agreement and
to perform in accordance herewith; the execution, delivery and
         performance of this Agreement (including all instruments of transfer to
         be delivered pursuant to this Agreement) by the Master Servicer and the
         consummation of the transactions contemplated hereby have been duly and
     validly authorized; this Agreement evidences the valid, binding and
      enforceable obligation of the Master Servicer, subject to applicable
     bankruptcy, insolvency, reorganization, moratorium or other similar
        laws affecting the enforcement of creditors' rights generally; and all
     requisite corporate action has been taken by the Master Servicer to
   make this Agreement valid and binding upon the Master Servicer in
accordance with its terms;                                    

                 (ii)     The consummation of the transactions contemplated by
     this Agreement are in the ordinary course of business of the Master
        Servicer and will not result in the breach of any term or provision of
       the charter or by-laws of the Master Servicer or result in the breach
       of any term or provision of, or conflict with or constitute a default
  under or result in the acceleration of any obligation under, any
         agreement, indenture or loan or credit agreement or other instrument to
        which the Master Servicer or its property is subject, or result in the
      violation of any law, rule, regulation, order, judgment or decree to
which the Master Servicer or its property is subject;         

                (iii)    The execution and delivery of this Agreement by the
         Master Servicer and the performance and compliance with its obligations
       and covenants hereunder do not require the consent or approval of any
        governmental authority or, if such consent or approval is required, it
has been obtained;                                            

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              (iv)     This Agreement, and all documents and instruments
    contemplated hereby which are executed and delivered by the Master
   Servicer, constitute and will constitute valid, legal and binding
    obligations of the Master Servicer, enforceable in accordance with
  their respective terms, except as the enforcement thereof may be
         limited by applicable bankruptcy laws and general principles of equity;

(v)      [Reserved];                        

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

                  (vii)    There is no action, suit, proceeding or investigation
      pending or, to its knowledge, threatened against the Master Servicer
      that, either individually or in the aggregate, (A) may result in any
        change in the business, operations, financial condition, properties or
     assets of the Master Servicer that might prohibit or materially and
 adversely affect the performance by such Master Servicer of its
         obligations under, or validity or enforceability of, this Agreement, or
      (B) may result in any material impairment of the right or ability of
   the Master Servicer to carry on its business substantially as now
       conducted, or (C) may result in any material liability on the part of
      the Master Servicer, or (D) would draw into question the validity or
        enforceability of this Agreement or of any action taken or to be taken
        in connection with the obligations of the Master Servicer contemplated
   herein, or (E) would otherwise be likely to impair materially the
   ability of the Master Servicer to perform under the terms of this
Agreement;                                                    

        (viii)   Neither this Agreement nor any information,
     certificate of an officer, statement furnished in writing or report
        delivered to the Trustee by the Master Servicer in connection with the
     transactions contemplated hereby contains any untrue statement of a
material fact;                                                

                (ix)     The Master Servicer covenants that its computer and
        other systems used in servicing the Mortgage Loans operate in a manner
 such that the Master Servicer can service the Mortgage Loans in
accordance with the terms of this Agreement;                  

               (x)      The information set forth in the Prepayment Charge
        Schedule (including the Prepayment Charge Summary attached thereto) is
    complete, true and correct in all material respects on the date or
        dates when such information is furnished and each Prepayment Charge is
         permissible and enforceable in accordance with its terms (except to the
      extent that the enforceability thereof may be limited by bankruptcy,
       insolvency, moratorium, receivership and other similar laws affecting
  creditor's rights generally or the collectibility thereof may be
     limited due to acceleration in connection with a foreclosure) under
applicable federal, state and local law;                      

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

         (xii)    The Master Servicer has accurately and fully
 reported, and will continue to accurately and fully report, its
      borrower credit files to each of the credit repositories in a timely
manner.                                                       

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         It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery  
of the Mortgage Files to the Trustee and shall inure to the benefit of the      
Trustee, the Depositor and the Certificateholders. Upon discovery by any of the 
Depositor, the NIMS Insurer, the Master Servicer, the Originator or the Trustee 
of a breach of any of the foregoing representations, warranties and covenants   
which materially and adversely affects the value of any Mortgage Loan,          
Prepayment Charge or the interests therein of the Certificateholders, the party 
discovering such breach shall give prompt written notice (but in no event later 
than two Business Days following such discovery) to the Master Servicer, the    
Originator, the NIMS Insurer and the Trustee. Notwithstanding the foregoing,    
within 90 days of the earlier of discovery by the Master Servicer or receipt of 
notice by the Master Servicer of the breach of the representation or covenant of
the Master Servicer (in its capacity as Originator) set forth in Sections       
2.05(x) or 2.05(xi) above which materially and adversely affects the interests  
of the Holders of the Class P Certificates in any Prepayment Charge, the Master 
Servicer shall remedy such breach as follows: (a) if the representation made by 
the Master Servicer (in its capacity as Originator) in Section 2.05(x) above is 
breached and a Principal Prepayment has occurred in the applicable Prepayment   
Period or if a change of law subsequent to the Closing Date limits the          
enforceability of a Prepayment Charge (other than in the circumstances provided 
in Section 2.05(x) above), the Master Servicer (in its capacity as Originator)  
must pay the amount of the scheduled Prepayment Charge, for the benefit of the  
Holders of the Class P Certificates, by depositing such amount into the         
Collection Account, net of any amount previously collected by the Master        
Servicer and paid by the Master Servicer, for the benefit of the Holders of the 
Class P Certificates, in respect of such Prepayment Charge; and (b) if any of   
the covenants made by the Master Servicer in Section 2.05(xi) above is breached,
the Master Servicer must pay the amount of such waived Prepayment Charge, for   
the benefit of the Holders of the Class P Certificates, by depositing such      
amount into the Collection Account. The foregoing shall not, however, limit any 
remedies available to the Certificateholders, the Depositor or the Trustee on   
behalf of the Certificateholders, pursuant to the Mortgage Loan Purchase        
Agreement signed by the Master Servicer in its capacity as Originator,          
respecting a breach of the representations, warranties and covenants of the     
Master Servicer in its capacity as Originator contained in the Mortgage Loan    
Purchase Agreement.                                                             

           SECTION 2.06.     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 the Seller) subject to no
         prior lien, claim, participation interest, mortgage, security interest,
      pledge, charge or other encumbrance or other interest of any nature;

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                  (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;                              

            (v)      The Depositor has been duly incorporated and is
      validly existing as a corporation 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 articles of
         incorporation or by-laws 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 articles
     of incorporation or by-laws 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                                                        

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      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; or (d) which might
         materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this 
Agreement.                                                    

SECTION 2.07.     Issuance of Certificates. 

                 The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it of the Mortgage Files, subject to the provisions of
Sections 2.01 and 2.02, together with the assignment to it of all other assets  
included in the Trust Fund, receipt of which is hereby acknowledged.            
Concurrently with such assignment and delivery and in exchange therefor, the    
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the order
of the Depositor, the Certificates in authorized denominations. The interests   
evidenced by the Certificates, constitute the entire beneficial ownership       
interest in the Trust Fund.                                                     

                  SECTION 2.08.     Conveyance of the Subsequent Mortgage Loans.

                 (a)      Subject to the conditions set forth in paragraph (b)
below in consideration of the Trustee's delivery on the Subsequent Transfer     
Dates to or upon the order of the Depositor of all or a portion of the balance  
of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent     
Transfer Date sell, transfer, assign, set over and convey without recourse to   
the Trust Fund but subject to the other terms and provisions of this Agreement  
all of the right, title and interest of the Depositor in and to (i) the         
Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to  
the related Subsequent Transfer Instrument delivered by the Depositor on such   
Subsequent Transfer Date, (ii) all interest accruing thereon on and after the   
Subsequent Cut-off Date and all collections in respect of interest and principal
due after the Subsequent Cut-off Date and (iii) all items with respect to such  
Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other
items in the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor      
reserves and retains all right, title and interest in and to principal received 
and interest accruing on the Subsequent Mortgage Loans prior to the related     
Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage
Pool by the Depositor of the Subsequent Mortgage Loans identified on the        
Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the  
Master Servicer, the Trustee and the Certificateholders to constitute and to be 
treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust
Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be      
delivered to the Trustee at least three Business Days prior to the related      
Subsequent Transfer Date.                                                       

                The purchase price paid by the Trustee from amounts released
from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as    
applicable, shall be one-hundred percent (100%) of the aggregate Stated         
Principal Balance of the related Subsequent Mortgage Loans so transferred (as   
identified on the Mortgage Loan Schedule provided by the Depositor). This       
Agreement shall constitute a fixed-price purchase contract in accordance with   
Section 860G(a)(3)(A)(ii) of the Code.                                          

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            (b)      The Depositor shall transfer to the Trustee for
deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other        
property and rights related thereto as described in paragraph (a) above, and the
Trustee shall release funds from the Group I Pre-Funding Account or the Group II
Pre-Funding Account, as applicable, only upon the satisfaction of each of the   
following conditions on or prior to the related Subsequent Transfer Date:       

               (i)      the Depositor shall have provided the Trustee, the
        NIMS Insurer and the Rating Agencies with a timely Addition Notice and
         shall have provided any information reasonably requested by the Trustee
with respect to the Subsequent Mortgage Loans;                

                  (ii)     the Depositor shall have delivered to the Trustee and
        the NIMS Insurer a duly executed Subsequent Transfer Instrument, which
        shall include a Mortgage Loan Schedule listing the Subsequent Mortgage
      Loans, and the Master Servicer, in its capacity as Originator, shall
       have delivered a computer file containing such Mortgage Loan Schedule
  to the Trustee at least three Business Days prior to the related
Subsequent Transfer Date;                                     

                 (iii)    as of each Subsequent Transfer Date, as evidenced by
      delivery of the Subsequent Transfer Instrument, substantially in the
      form of Exhibit O, the Depositor shall not be insolvent nor shall it
        have been rendered insolvent by such transfer nor shall it be aware of
any pending insolvency;                                       

                  (iv)     such sale and transfer shall not result in a material
      adverse tax consequence to the Trust Fund or the Certificateholders;

          (v)      the Funding Period shall not have terminated;

                 (vi)     the Depositor shall not have selected the Subsequent
  Mortgage Loans in a manner that it believed to be adverse to the
interests of the Certificateholders;                          

                  (vii)    the Depositor shall have delivered to the Trustee and
  the NIMS Insurer a Subsequent Transfer Instrument confirming the
         satisfaction of the conditions precedent specified in this Section 2.08
      and, pursuant to the Subsequent Transfer Instrument, assigned to the
        Trustee without recourse for the benefit of the Certificateholders all
      the right, title and interest of the Depositor, in, to and under the
   Subsequent Mortgage Loan Purchase Agreement, to the extent of the
Subsequent Mortgage Loans;                                    

               (viii)   with respect to the last Subsequent Transfer Date,
        the Depositor shall have delivered to the Trustee and the NIMS Insurer
       a letter from an Independent accountant (with copies provided to each
   Rating Agency) stating that the characteristics of the Subsequent
        Mortgage Loans conform to the characteristics set forth in clauses (i)
    through (ix) of paragraph (c) below and to the characteristics set
forth in paragraph (d) below;                                 

               (ix)     the Depositor shall have delivered to the Trustee,
       the Underwriters and the NIMS Insurer an Opinion of Counsel addressed
        to the Trustee and the Rating Agencies with respect to the transfer of
        the Subsequent Mortgage Loans substantially in the form of the Opinion
       of Counsel delivered to the Trustee on the Closing Date regarding the
true sale of the Subsequent Mortgage Loans; and               

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                 (x)      the Depositor shall have received the consent of the
 NIMS Insurer to the transfer of such Subsequent Mortgage Loans.

           (c)      The obligation of the Trust Fund to purchase a
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the      
satisfaction of the conditions set forth in the immediately following paragraph 
and the accuracy of the following representations and warranties with respect to
each such Subsequent Mortgage Loan determined as of the applicable Subsequent   
Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days      
delinquent as of the last day of the month preceding the Subsequent Cut-off     
Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan
will not be less than 120 months and will not exceed 360 months; (iii) the      
Subsequent Mortgage Loan may not provide for negative amortization; (iv) such   
Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than       
100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent     
Cut-off Date, a weighted average term since origination not in excess of 360    
months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall
have a Mortgage Rate that is not less than 4.500% per annum or greater than     
14.500% per annum; (vii) such Subsequent Mortgage Loan shall have been serviced 
by the Master Servicer since origination, the date of purchase or the date of   
acquisition of the servicing (viii) each of the Subsequent Mortgage Loans will  
have a first payment date occurring on or before February 1, 2005; (ix) if the  
Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent    
Mortgage Loan will have a Gross Margin not less than 2.500% per annum; (x) if   
the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent
Mortgage Loan will have a Maximum Mortgage Rate not less than 10.200% per annum;
(xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the   
Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.000% 
per annum, and (xii) such Subsequent Mortgage Loan shall have been underwritten 
in accordance with the criteria set forth under "Option One Mortgage            
Corporation--Underwriting Standards" in the Prospectus Supplement.]             

             (d)      Following the purchase of any Subsequent Group I
Mortgage Loan by the Trust, the Group I Mortgage Loans (including such          
Subsequent Group I Mortgage Loans) will: (i) have a weighted average original   
term to stated maturity of not more than 360 months; (ii) have a weighted       
average Mortgage Rate of not less than 5.000% per annum and not more than       
12.500% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more
than 80.00%; (iv) have no Mortgage Loan with an original principal balance which
does not conform to Fannie Mae and Freddie Mac guidelines; (v) will consist of  
Mortgage Loans with Prepayment Charges representing no less than 68.00% by      
aggregate Stated Principal Balance of the Group I Mortgage Loans; (vi) will have
second lien Mortgage Loans comprising no more than 2.00% of the Group I Mortgage
Loans, (vii) have no more than 30.00% of Fixed Rate Mortgage Loans by aggregate 
Stated Principal Balance of the Group I Mortgage Loans, (viii) will have a      
weighted average FICO score of not less than 600 and (ix) will consist of       
Mortgage Loans covered by the PMI Policy representing no less than 60.00% by    
aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition,  
the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross   
Margin not less than 4.500% per annum. For purposes of the calculations         
described in this paragraph, percentages of the Group I Mortgage Loans will be  
based on the Stated Principal Balance of the Initial Group I Mortgage Loans as  
of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I  
Mortgage Loans as of the related Subsequent Cut-off Date.                       

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              Following the purchase of any Subsequent Group II Mortgage
Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group 
II Mortgage Loans) will: (i) have a weighted average original term to stated    
maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate
of not less than 5.000% per annum and not more than 12.500% per annum; (iii)    
have a weighted average Loan-to-Value Ratio of not more than 80.00%; (iv) have  
no Mortgage Loan with a principal balance in excess of $1,500,000; (v) will     
consist of Mortgage Loans with Prepayment Charges representing no less than     
68.00% by aggregate Stated Principal Balance of the Group II Mortgage Loans;    
(vi) will have second lien Mortgage Loans comprising no more than 2.00% of the  
Group I Mortgage Loans, (vii) have no more than 30.00% of Fixed Rate Mortgage   
Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans,     
(viii) will have a weighted average FICO score of not less than 600 and (ix)    
will consist of Mortgage Loans covered by the PMI Policy representing no less   
than 60.00% by aggregate Stated Principal Balance of the Group II Mortgage      
Loans. In addition, the Adjustable Rate Group II Mortgage Loans will have a     
weighted average Gross Margin not less than 4.500% per annum. For purposes of   
the calculations described in this paragraph, percentages of the Group II       
Mortgage Loans will be based on the Stated Principal Balance of the Initial     
Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance 
of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off  
Date.                                                                           

          (e)      Notwithstanding the foregoing, any Subsequent
Mortgage Loan may be rejected by (i) the NIMS Insurer or (ii) any Rating Agency 
if the inclusion of any such Subsequent Mortgage Loan would adversely affect the
ratings of any Class of Certificates. At least one Business Day prior to the    
Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to     
which Subsequent Mortgage Loans, if any, shall not be included in the transfer  
on the Subsequent Transfer Date; provided, however, that the Master Servicer, in
its capacity as Originator, shall have delivered to each Rating Agency at least 
three Business Days prior to such Subsequent Transfer Date a computer file      
acceptable to each Rating Agency describing the characteristics specified in    
paragraphs (c) and (d) above.                                                   

               SECTION 2.09.     Conveyance of REMIC Regular Interests and
                                   Acceptance of REMIC 2, REMIC 3, REMIC 4 and
                           REMIC 5 by the Trustee; Issuance of
     Certificates.

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

               (b)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in 
trust to the Trustee without recourse all the right, title and interest of the  
Depositor in and to the REMIC 1 Regular Interests for the benefit of the holders
of the REMIC 2 Regular Interests (which are uncertificated) and the Class       

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R Certificates (in respect of the Class R-2 Interest). The Trustee acknowledges 
receipt of the REMIC 1 Regular Interests and declares that it holds and will    
hold the same in trust for the exclusive use and benefit of the holders of the  
REMIC 2 Regular Interests and the Class R Certificates (in respect of the Class 
R-2 Interest). The interests evidenced by the Class R-2 Interest, together with 
the REMIC 2 Regular Interests and the Class P Certificates, the Class C Interest
and the Class P Interest, constitute the entire beneficial ownership interest in
REMIC 2.                                                                        

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

               (d)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in 
trust to the Trustee without recourse all the right, title and interest of the  
Depositor in and to the Class C Interest (which is uncertificated) for the      
benefit of the Holders of the Class C Certificates and the Class R-X            
Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges   
receipt of the Class C Interest and declares that it holds and will hold the    
same in trust for the exclusive use and benefit of the Holders of the Class C   
Certificates and the Class R-X Certificates (in respect of the Class R-4        
Interest). The interests evidenced by the Class R-4 Interest, together with the 
Class C Certificates, constitute the entire beneficial ownership interest in    
REMIC 4.                                                                        

               (e)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in 
trust to the Trustee without recourse all the right, title and interest of the  
Depositor in and to the Class P Interest (which is uncertificated) for the      
benefit of the Holders of the Class P Certificates and the Class R-X            
Certificates (in respect of the Class R-5 Interest). The Trustee acknowledges   
receipt of the Class P Interest and declares that it holds and will hold the    
same in trust for the exclusive use and benefit of the Holders of the Class P   
Certificates and the Class R-X Certificates (in respect of the Class R-5        
Interest). The interests evidenced by the Class R-5 Interest, together with the 
Class P Certificates, constitute the entire beneficial ownership interest in    
REMIC 5.                                                                        

                 (f)      Concurrently with (i) the assignment and delivery to
the Trustee of REMIC 1 and the acceptance by the Trustee thereof, pursuant to   
Section 2.01 and Section 2.02, (ii) the assignment and delivery to the Trustee  
of REMIC 2 (including the Residual Interest therein represented by the Class R-2
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.07   
and (iii) the assignment and delivery to the Trustee of REMIC 3 (including the  
Residual Interest therein represented by the Class R-3 Interest), and the       
acceptance by the Trustee thereof, pursuant to Section 2.07(c), (iv) the        
assignment and delivery to the Trustee of REMIC 4 (including the Residual       
Interest therein represented by the Class R-4 Interest) and the acceptance by   
the Trustee thereof, pursuant to Section 2.07(d) and (v) the assignment and     
delivery to the Trustee of REMIC 5 (including the Residual Interest therein     
represented by the                                                              

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Class R-5 Interest) and the acceptance by the Trustee thereof, pursuant to      
Section 2.07(e), the Trustee, pursuant to the written request of the Depositor  
executed by an officer of the Depositor, has executed, authenticated and        
delivered to or upon the order of the Depositor, (A) the Class R Certificates in
authorized denominations evidencing the Class R-1 Interest, the Class R-2       
Interest and the Class R-3 Interest and (B) the Class R-X Certificates in       
authorized denominations evidencing the Class R-4 Interest and the Class R-5    
Interest.                                                                       

               SECTION 2.10.     Negative Covenants of the Trustee and the
        Master Servicer.

                  Except as otherwise expressly permitted by this Agreement, the
Trustee and the Master Servicer shall not cause the Trust Fund to:              

                 (i)      sell, transfer, exchange or otherwise dispose of any
of the assets of the Trust Fund;                              

                (ii)     dissolve or liquidate the Trust Fund in whole or in
part;                                                         

                  (iii)    engage, directly or indirectly, in any business other
         than that arising out of the issue of the Certificates, and the actions
contemplated or required to be performed under this Agreement;

                  (iv)     incur, create or assume any indebtedness for borrowed
money;                                                        

        (v)      voluntarily file a petition for bankruptcy,
    reorganization, assignment for the benefit of creditors or similar
proceeding; or                                                

                 (vi)     merge, convert or consolidate with any other Person.

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 ARTICLE III

ADMINISTRATION AND SERVICING
 OF THE MORTGAGE LOANS

                SECTION 3.01.     Master Servicer to Act as Master Servicer.

                 The Master Servicer shall service and administer the Mortgage
Loans on behalf of the Trust 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 Mortgage Loans 
and, to the extent consistent with such terms, in the same manner in which it   
services and administers similar mortgage loans for its own portfolio, giving   
due consideration to customary and usual standards of practice of mortgage      
lenders and loan servicers administering similar mortgage loans but without     
regard to:                                                                      

           (A)      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;             

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

                 (C)      the Master Servicer's obligation to make Advances or
Servicing Advances; or                                        

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

           To the extent consistent with the foregoing, the Master
Servicer (a) shall seek the timely and complete recovery of principal and       
interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to 
waive) a Prepayment Charge only under the following circumstances: (i) such     
waiver is standard and customary in servicing similar Mortgage Loans and (ii)   
either (A) such waiver relates to a default or a reasonably foreseeable default 
and would, in the reasonable judgement of the Master Servicer, maximize recovery
of total proceeds taking into account the value of such Prepayment Charge and   
the related Mortgage Loan or (B) such waiver is made in connection with a       
refinancing of the related Mortgage Loan unrelated to a default or a reasonably 
foreseeable default where (x) the related Mortgagor has stated to the Master    
Servicer or an applicable Sub-Servicer an intention to refinance the related    
Mortgage Loan and (y) the Master Servicer has concluded in its reasonable       
judgement that the waiver of such Prepayment Charge would induce such mortgagor 
to refinance with the Master Servicer; provided, however, that the Master       
Servicer shall waive no more than 5.00% of the Prepayment Charges (by number of 
Prepayment Charges) set forth on the Prepayment Charge Schedule in accordance   
with clause (ii)(B) above. If a Prepayment Charge is waived as permitted by     
meeting the standards described in clauses (i) and (ii)(B) above, then the      
Master Servicer is required to pay the amount of such waived Prepayment Charge, 
for the benefit of the Holders of the Class P Certificates, by depositing such  
amount into the Collection Account together with and at the time that the amount
prepaid on the related Mortgage Loan is required to be deposited into the       
Collection Account. Notwithstanding any other provisions of this Agreement, any 
payments                                                                        

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made by the Master Servicer in respect of any waived Prepayment Charges pursuant
to clauses (i) and (ii)(B) above shall be deemed to be paid outside of the Trust
Fund. Subject only to the above-described servicing standards and the terms of  
this Agreement and of the 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 any standard hazard insurance policy. Subject to Section 3.17,    
within 15 days of the Closing Date, the Trustee shall execute, at the written   
request of the Master Servicer, and furnish to the Master Servicer and any      
Sub-Servicer any special or limited powers of attorney for each county in which 
a Mortgaged Property is located and other documents necessary or appropriate to 
enable the Master Servicer or any Sub-Servicer to carry out their servicing and 
administrative duties hereunder; PROVIDED, such limited powers of attorney or   
other documents shall be prepared by the Master Servicer and submitted to the   
Trustee for execution. The Trustee shall not be liable for the actions of the   
Master Servicer or any Sub-Servicers under such powers of attorney.             

          Subject to Section 3.09 hereof, in accordance with the
standards of the preceding paragraph, the Master Servicer shall advance or cause
to be advanced funds as necessary for the purpose of effecting the 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 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.                                          

               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 4.04) and the Master Servicer shall not (i) 
permit any modification with respect to any Mortgage Loan that would change the 
Mortgage Rate, reduce or increase the Principal Balance (except for reductions  
resulting from actual payments of principal) or change the final maturity date  
on such Mortgage Loan (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 Treasury regulations promulgated thereunder) and (B) cause                  

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any REMIC created hereunder 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.                                       

             SECTION 3.02.     Sub-Servicing Agreements Between Master
                   Servicer and Sub-Servicers.

             (a)      The Master Servicer may enter into Sub-Servicing
Agreements with Sub-Servicers for the servicing and administration of the       
Mortgage Loans; PROVIDED, HOWEVER, that (i) such agreements would not result in 
a withdrawal or a downgrading by any Rating Agency of the rating on any Class of
Certificates and (ii) the NIMS Insurer shall have consented to such             
Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge, at the
request of the Master Servicer, any Sub-Servicing Agreement that meets the      
requirements applicable to Sub-Servicing Agreements set forth in this Agreement 
and that is otherwise permitted under this Agreement.                           

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states where the related Mortgaged Properties it is to service  
are situated, if and to the extent required by applicable law to enable the     
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing   
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each 
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming 
to the provisions set forth in Section 3.08 and provide for servicing of the    
Mortgage Loans consistent with the terms of this 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 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; PROVIDED, FURTHER, that the consent of the Holders of Certificates      
entitled to at least 66% of the Voting Rights shall not be required (i) to cure 
any ambiguity or defect in a Sub-Servicing Agreement, (ii) to correct, modify or
supplement any provisions of a Sub-Servicing Agreement, or (iii) to make any    
other provisions with respect to matters or questions arising under a           
Sub-Servicing Agreement, which, in each case, shall not be inconsistent with the
provisions of this Agreement. 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 NIMS Insurer and 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, 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 the Originator under the Mortgage                

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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 Mortgage    
Loan Purchase Agreement against the Originator shall be effected by the Master  
Servicer to the extent it is not the Originator, and otherwise by the Trustee in
accordance with the foregoing provisions of this paragraph.                     

SECTION 3.03.     Successor Sub-Servicers.  

              The Master Servicer, with the consent of the NIMS Insurer,
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 Master Servicer or the      
Trustee (if the Trustee is acting as Master Servicer) without fee, in accordance
with the terms of this Agreement, in the event that the Master Servicer (or the 
Trustee, if such party is then acting as Master Servicer) shall, for any reason,
no longer be the Master Servicer (including termination due to a Master Servicer
Event of Termination).                                                          

       SECTION 3.04.     Liability of the Master Servicer.

                 Notwithstanding any Sub-Servicing Agreement or 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.                                                                

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         SECTION 3.05.     No Contractual Relationship Between
                               Sub-Servicers and the NIMS Insurer, the
                      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 NIMS Insurer, the Trustee or 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 servicer (including by reason of the occurrence of a Master       
Servicer Event of Termination), the Trustee 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 (or the successor servicer   
appointed pursuant to Section 7.02) shall be deemed, subject to Section 3.03, to
have assumed all of the departing Master Servicer's interest therein and to have
replaced the departing 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 departing Master Servicer   
shall not thereby be relieved of any liability or obligations under any         
Sub-Servicing Agreement that arose before it ceased to be the Master Servicer   
and (ii) neither the Trustee nor 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
Trustee, deliver to the assuming party all documents and records relating to    
each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an  
accounting of amounts collected and held by or on behalf of it, and otherwise   
use its best efforts to effect the orderly and efficient transfer of the        
Sub-Servicing Agreements to the assuming party. All Servicing Transfer Costs    
shall be paid by the predecessor Master Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Master Servicer defaults in
its obligation to pay such costs, such costs shall be paid by the successor     
Master Servicer or the Trustee (in which case the successor Master Servicer or  
the Trustee, as applicable, shall be entitled to reimbursement therefor from the
assets of the Trust).                                                           

         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 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       

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with the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, any penalty interest, or (ii) extend the due  
dates for the Monthly Payments due on a Mortgage Note for a period of not       
greater than 180 days; PROVIDED, HOWEVER, that any extension pursuant to clause 
(ii) above shall not affect the amortization schedule of any Mortgage Loan for  
purposes of any computation hereunder, except as provided below. In the event of
any such arrangement pursuant to clause (ii) above, the Master Servicer shall   
make timely Advances on such Mortgage Loan during such extension pursuant to    
Section 4.04 and in accordance with the amortization schedule of such Mortgage  
Loan without modification thereof by reason of such arrangement.                

                 Notwithstanding the foregoing, in the event that any Mortgage
Loan is in default or, in the judgment of the Master Servicer, such default is  
reasonably foreseeable, the Master Servicer, consistent with the standards set  
forth in Section 3.01, may also waive, modify or vary any term of such Mortgage 
Loan (including modifications that would change the Mortgage Rate, forgive the  
payment of principal or interest, capitalize the interest portion of past due   
Monthly Payments and outstanding Servicing Advances, or extend the final        
maturity date of such Mortgage Loan), accept payment from the related Mortgagor 
of an amount less than the Stated Principal Balance in final satisfaction of    
such Mortgage Loan, or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor (any and all such      
waivers, modifications, variances, forgiveness of principal or interest,        
postponements, or indulgences collectively referred to herein as "forbearance"),
PROVIDED, HOWEVER, that in no event shall the Master Servicer grant any such    
forbearance (other than as permitted by the second sentence of this Section)    
with respect to any one Mortgage Loan more than once in any 12 month period or  
more than three times over the life of such Mortgage Loan, PROVIDED, FURTHER,   
that in determining which course of action permitted by this sentence it shall  
pursue, the Master Servicer shall adhere to the Loss Mitigation Procedures and  
PROVIDED, FURTHER, that the NIMS Insurer's prior written consent shall be       
required for any modification, waiver or amendment if the aggregate number of   
outstanding Mortgage Loans which have been modified, waived or amended exceeds  
5% of the number of Mortgage Loans as of the Cut-off Date and any Subsequent    
Cut-off Date. The Master Servicer's analysis supporting any forbearance and the 
conclusion that any forbearance meets the standards of Section 3.01 and the Loss
Mitigation Procedures shall be reflected in writing in the Mortgage File.       

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 in which it     
customarily deposits payments and collections on mortgage loans in connection   
with its mortgage loan servicing activities on a daily basis, and in no event   
more than one Business Day after the Sub-Servicer's receipt thereof, all        
proceeds of Mortgage Loans received by the Sub-Servicer less its servicing      
compensation to the extent permitted by the Sub-Servicing Agreement, and shall  
thereafter deposit such amounts in the Sub-Servicing Account, in no event more  
than two Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such        
proceeds to the Master Servicer for deposit in the Collection Account not later 
than two Business Days after the deposit of such                                

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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.                                        

                  SECTION 3.09.     Collection of Taxes, Assessments and Similar
                  Items; Servicing Accounts.

                 The Master Servicer shall establish and maintain, or cause to
be established and maintained, one or more accounts (the "Servicing Accounts"), 
into which all Escrow Payments shall be deposited and retained. Servicing       
Accounts shall be Eligible Accounts. The Master Servicer shall deposit in the   
clearing account in which it customarily deposits payments and collections on   
mortgage loans in connection with its mortgage loan servicing activities on a   
daily basis, and in no event more than one Business Day after the Master        
Servicer's receipt thereof, all Escrow Payments collected on account of the     
Mortgage Loans and shall thereafter deposit such Escrow Payments in the         
Servicing Accounts, in no event more than two Business Days after the receipt of
such Escrow Payments, all Escrow Payments collected on account of the Mortgage  
Loans for the purpose of effecting the timely payment of any such items as      
required under the terms of this Agreement. Withdrawals of amounts from a       
Servicing Account may be made only to (i) effect payment of taxes, assessments, 
hazard insurance premiums, and comparable items in a manner and at a time that  
assures that the lien priority of the Mortgage is not jeopardized (or, with     
respect to the payment of taxes, in a manner and at a time that avoids the loss 
of the Mortgaged Property due to a tax sale or the foreclosure as a result of a 
tax lien); (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent  
provided in the related Sub-Servicing Agreement) out of related collections for 
any Servicing Advances made pursuant to Section 3.01 (with respect to taxes and 
assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund  
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to
the Master Servicer or, if required and as described below, to Mortgagors on    
balances in the Servicing Account; or (v) clear and terminate the Servicing     
Account at the termination of the Master Servicer's obligations and             
responsibilities in respect of the Mortgage Loans under this Agreement in       
accordance with Article X. In the event the Master Servicer shall deposit in a  
Servicing Account any amount not required to be deposited therein, it may at any
time withdraw such amount from such Servicing Account, any provision herein to  
the contrary notwithstanding. The Master Servicer will be responsible for the   
administration of the Servicing Accounts and will be obligated to make Servicing
Advances to such accounts when and as necessary to avoid the lapse of insurance 
coverage on the Mortgaged Property, or which the Master Servicer knows, or in   
the exercise of the required standard of care of the Master Servicer hereunder  
should know, is necessary to avoid the loss of the Mortgaged Property due to a  
tax sale or the foreclosure as a result of a tax lien. If any such payment has  
not been made and the Master Servicer receives notice of a tax lien with respect
to the Mortgage being imposed, the Master Servicer will, within 10 business days
of such notice, advance or cause to be advanced funds necessary to discharge    
such lien on the Mortgaged Property. As part of its servicing duties, the Master
Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in the  
Servicing Accounts, to the extent required by law and, to the extent that       
interest earned on funds in the Servicing Accounts is insufficient, to pay such 
interest from its or their own funds, without any reimbursement therefor. The   
Master Servicer may pay to itself any excess interest on funds in the Servicing 
Accounts, to the extent such action is in conformity with the Servicing         
Standard, is permitted by law and such amounts are not required to be paid to   
Mortgagors or used for any of the other purposes set forth above.               

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                  SECTION 3.10.     Collection Account and Distribution Account.

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

            (i)      all payments on account of principal, including
     Principal Prepayments (but not Prepayment Charges), on the Mortgage
Loans;                                                        

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

          (iii)    all Insurance Proceeds, Liquidation Proceeds,
      Subsequent Recoveries and condemnation proceeds (other than proceeds
         collected in respect of any particular REO Property and amounts paid in
 connection with a purchase of Mortgage Loans and REO Properties
pursuant to Section 10.01);                                   

             (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 10.01;   

               (vii)    all amounts required to be deposited in connection
with Substitution Adjustments pursuant to Section 2.03;       

           (viii)   all Prepayment Charges collected by the Master
       Servicer and any Master Servicer Prepayment Charge Payment Amounts in
        connection with the Principal Prepayment of any of the Mortgage Loans;
and                                                           

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

            The foregoing requirements for deposit in the Collection
Account shall be exclusive, it being understood and agreed that, without        
limiting the generality of the foregoing,                                       

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payments in the nature of Servicing Fees, late payment charges, assumption fees,
insufficient funds charges and ancillary income (other than Prepayment Charges) 
need not be deposited by the Master Servicer in the Collection Account and may  
be retained by the Master Servicer as additional compensation. In the event the 
Master Servicer shall deposit in the Collection Account any amount not required 
to be deposited therein, it may at any time withdraw such amount from the       
Collection Account, any provision herein to the contrary notwithstanding.       

           (b)      On behalf of the Trust 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 Trustee and 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 1:00 p.m. New York time (i) on the Master     
Servicer Remittance Date, that portion of the Available Funds (calculated       
without regard to the references in the definition thereof to amounts that may  
be withdrawn from the Distribution Account) for the related Distribution Date   
then on deposit in the Collection Account, the amount of all Prepayment Charges 
collected during the applicable Prepayment Period by the Master Servicer and    
Master Servicer Prepayment Charge Payment Amounts in connection with the        
Principal Prepayment of any of the Mortgage Loans then on deposit in the        
Collection Account and the amount of any funds reimbursable to an Advancing     
Person pursuant to Section 3.29, and (ii) on each Business Day as of the        
commencement of which the balance on deposit in the Collection Account exceeds  
$75,000 following any withdrawals pursuant to the next succeeding sentence, the 
amount of such excess, but only if the Collection Account constitutes an        
Eligible Account solely pursuant to clause (ii) of the definition of "Eligible  
Account." If the balance on deposit in the Collection Account exceeds $75,000 as
of the commencement of business on any Business Day and the Collection Account  
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account," the Master Servicer shall, on or before 1:00 p.m. New    
York time on such Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Master Servicer, the Trustee, the        
Originator or any Sub-Servicer pursuant to Section 3.11 and shall pay such      
amounts to the Persons entitled thereto.                                        

                 (c)      Funds in the Collection Account and the 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 NIMS Insurer and the Trustee 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 NIMS Insurer, 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, with respect to items (i) through (iv) below,    
shall deliver to the Trustee from                                               

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time to time for deposit, and the Trustee, with respect to items (i) through    
(iv) below, shall so deposit, in the Distribution Account:                      

                (i)      any Advances, as required pursuant to Section 4.04;

             (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 in connection with a purchase
 of Mortgage Loans and REO Properties pursuant to Section 10.01;

                  (iv)     any Compensating Interest to be deposited pursuant to
        Section 3.24 in connection with any Prepayment Interest Shortfall; and

           (v)      any amounts required to be paid to the Trustee
       pursuant to the Agreement, including, but not limited to Section 3.06
and Section 7.02.                                             

(e)      [Reserved].                        

                (f)      The Master Servicer shall deposit in the Collection
Account any amounts required to be deposited pursuant to Section 3.12(b) in     
connection with losses realized on Permitted Investments with respect to funds  
held in the Collection Account.                                                 

                 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 4.04:                                                      

       (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 (a) any unreimbursed Advances to the extent of amounts
         received which represent Late Collections (net of the related Servicing
 Fees) of Monthly Payments or Liquidation Proceeds and Insurance
     Proceeds on Mortgage Loans with respect to which such Advances were
 made in accordance with the provisions of Section 4.04; (b) any
  unreimbursed Advances with respect to the final liquidation of a
        Mortgage Loan that are Nonrecoverable Advances, but only to the extent
      that Late Collections, including, Liquidation Proceeds and Insurance
       Proceeds received with respect to such Mortgage Loan are insufficient
         to reimburse the Master Servicer for such unreimbursed Advances; or (c)
        subject to Section 4.04(b), any unreimbursed Advances to the extent of
        funds held in the Collection Account for future distribution that were
      not included in Available Funds for the preceding Distribution Date;

          (iii)    subject to Section 3.16(d), to pay the Master
     Servicer or any Sub-Servicer (a) any unpaid Servicing Fees, (b) any
         unreimbursed Servicing Advances with respect to each Mortgage Loan, but
only to the extent of any Late Collections, including,        

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    Liquidation Proceeds, Insurance Proceeds and condemnation proceeds
    received with respect to such Mortgage Loan, and (c) any Servicing
        Advances with respect to the final liquidation of a Mortgage Loan that
are Nonrecoverable Advances, but only to the extent that Late 
     Collections, including, Liquidation Proceeds and Insurance Proceeds
 received with respect to such Mortgage Loan are insufficient to
 reimburse the Master Servicer or any Sub-Servicer for Servicing
Advances;                                                     

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

           (v)      to pay to the Originator, 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 or
 Servicing Advance previously made which the Master Servicer has
  determined to be a Nonrecoverable Advance in accordance with the
provisions of Section 4.04;                                   

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

          (viii)   to reimburse the Master Servicer for expenses
        incurred by or reimbursable to the Master Servicer pursuant to Section
6.03;                                                         

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

              (x)      to pay itself any Prepayment Interest Excess; and

          (xi)     to clear and terminate the Collection Account
pursuant to Section 10.01.                                    

                 The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Master Servicer shall deposit in   
the Collection Account any amount not required to be deposited therein, it may  
at any time withdraw such amount from the Collection Account, any provision     
herein to the contrary notwithstanding.                                         

        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), (v), (vi), (ix) and (x)    
above. The Master Servicer shall provide written notification to the NIMS       
Insurer and the Trustee, on or prior to the next succeeding Master Servicer     
Remittance Date, upon making any withdrawals from the Collection Account        
pursuant to subclause (vi) above; PROVIDED that an                              

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Officers' Certificate in the form described under Section 4.04(d) shall suffice 
for such written notification to the Trustee in respect hereof.                 

       (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 in accordance with Section
4.01;                                                         

                (ii)     to pay itself the Trustee Fee and any other amounts
owed to it pursuant to Section 8.05;                          

               (iii)    to pay any amounts in respect of taxes pursuant to
Section 9.01(g);                                              

            (iv)     to clear and terminate the Distribution Account
pursuant to Section 10.01;                                    

                  (v)      to pay any amounts required to be paid to the Trustee
         pursuant to this Agreement, including but not limited to funds required
to be paid pursuant to Section 3.06 and Section 7.02;         

              (vi)     to pay to the Trustee, any interest or investment
income earned on funds deposited in the Distribution Account; 

             (vii)    to pay to an Advancing Person reimbursements for
  Advances and/or Servicing Advances pursuant to Section 3.29; and

    (viii)   to pay the PMI Insurer the PMI Premium.

           SECTION 3.12.     Investment of Funds in the Collection
                             Account and the Distribution Account.

          (a)      The Master Servicer may direct any depository
institution maintaining the Collection Account to invest the funds on deposit in
such accounts, and the Trustee may invest the funds on deposit in the           
Distribution Account (each such account, for the purposes of this Section 3.12  
an "Investment Account"). All investments pursuant to this Section 3.12 shall be
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 or if such investment is managed or advised by a Person  
other than the Trustee or an Affiliate of the Trustee, 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 or if such    
investment is managed or advised by the Trustee or any Affiliate. All such      
Permitted Investments shall be held to maturity, unless payable on demand. Any  
investment of funds in an Investment Account shall be made in the name of the   
Trustee (in its capacity as such), or in the name of a nominee of the Trustee.  
The Trustee shall be entitled to sole possession (except with respect to        
investment direction of funds held in the Collection Account 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                                             

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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 and any REO Account held by or on     
behalf of the Master Servicer shall be for the benefit of the Master Servicer   
and shall be subject to its withdrawal in accordance with Section 3.11 or       
Section 3.23, as applicable. The Master Servicer shall deposit in the Collection
Account or any REO Account, as applicable, the amount of any loss of principal  
incurred in respect of any such Permitted Investment made with funds in such    
account immediately upon realization of such loss.                              

                (c)      All income and gain realized from the investment of
funds deposited in the Distribution Account shall be for the benefit of the     
Trustee. 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 NIMS Insurer or the Holders of      
Certificates representing more than 50% of the Voting Rights allocated to any   
Class of Certificates, shall take such action as may be appropriate to enforce  
such payment or performance, including the institution and prosecution of       
appropriate proceedings.                                                        

SECTION 3.13.     [Reserved].               

                SECTION 3.14.     Maintenance of Hazard Insurance and Errors
                            and Omissions and Fidelity Coverage.

                 (a)      The Master Servicer shall cause to be maintained for
each Mortgage Loan hazard insurance with extended coverage on the Mortgaged     
Property in an amount which is at least equal to the lesser of (i) the current  
Principal Balance of such Mortgage Loan and (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, 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 hazard insurance                                         

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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. The Master Servicer will   
comply in the performance of this Agreement with all reasonable rules and       
requirements of each insurer under any such hazard policies. Any amounts to be  
collected by the Master Servicer under any such policies (other than amounts to 
be applied to the restoration or repair of the property subject to the related  
Mortgage or amounts to be released to the Mortgagor in accordance with the      
procedures that the Master Servicer would follow in servicing loans held for its
own account, subject to the terms and conditions of the related Mortgage and    
Mortgage Note) shall be deposited in the Collection Account, subject to         
withdrawal pursuant to Section 3.11, 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 or other additional   
insurance is to be required of any Mortgagor other than pursuant to such        
applicable laws and regulations as shall at any time be in force and as shall   
require such additional insurance. If the Mortgaged Property or REO Property is 
at any time in an area identified in the Federal Register by the Federal        
Emergency Management Agency as having special flood hazards and flood insurance 
has been made available, the Master Servicer will cause to be maintained a flood
insurance policy in respect thereof. Such flood insurance shall be in an amount 
equal to the lesser of (i) the unpaid Principal Balance of the related Mortgage 
Loan and (ii) the maximum amount of such insurance available for the related    
Mortgaged Property under the national flood insurance program (assuming that the
area in which such Mortgaged Property is located is participating in such       
program).                                                                       

          In the event that the Master Servicer shall obtain and
maintain a blanket policy with an insurer having a General Policy Rating of     
B:III or better in Best's Key Rating Guide (or such other rating that is        
comparable to such rating) insuring against hazard losses on all of the Mortgage
Loans, it shall conclusively be deemed to have satisfied its obligations as set 
forth in the first two sentences of this Section 3.14, it being understood and  
agreed that such policy may contain a deductible clause, in which case the      
Master Servicer shall, in the event that there shall not have been maintained on
the related Mortgaged Property or REO Property a policy complying with the first
two sentences of this Section 3.14, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Collection Account 
from its own funds the amount not otherwise payable under the blanket policy    
because of such deductible clause. In connection with its activities as         
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to 
prepare and present, on behalf of itself, the 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 the Mortgage Loans, unless the Master Servicer has obtained a      
waiver of such requirements from Fannie Mae or Freddie Mac. The Master Servicer 
shall provide the Trustee                                                       

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and the NIMS Insurer, upon request, with copies of such insurance policies and  
fidelity bond. 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 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
and the NIMS Insurer. The Master Servicer shall also cause each Sub-Servicer to 
maintain a policy of insurance covering errors and omissions and a fidelity bond
which would meet such requirements.                                             

         SECTION 3.15.     Enforcement of Due-On-Sale Clauses;
              Assumption Agreements.

               The Master Servicer will, to the extent it has knowledge of
any conveyance or prospective conveyance of any Mortgaged Property by any       
Mortgagor (whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains or is to remain liable under the Mortgage Note and/or 
the Mortgage), exercise its rights to accelerate the maturity of such Mortgage  
Loan under the "due-on-sale" clause, if any, applicable thereto; PROVIDED,      
HOWEVER, that the Master Servicer shall not be required to take such action if  
in its sole business judgment the Master Servicer believes it is not in the best
interests of the Trust Fund and shall not exercise any such rights if prohibited
by law from doing so. If the Master Servicer reasonably believes it is unable   
under applicable law to enforce such "due-on-sale" clause, or if any of the     
other conditions set forth in the proviso to the preceding sentence apply, the  
Master Servicer will enter into an assumption and modification agreement from or
with the person to whom such property has been conveyed or is proposed to be    
conveyed, pursuant to which such person becomes liable under the Mortgage Note  
and, to the extent permitted by applicable state law, the Mortgagor remains     
liable thereon. The Master Servicer is also authorized to enter into a          
substitution of liability agreement with such person, pursuant to which the     
original Mortgagor is released from liability and such person is substituted as 
the Mortgagor and becomes liable under the Mortgage Note, provided that no such 
substitution shall be effective unless such person satisfies the underwriting   
criteria of the 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 hazard insurance policy. Any fee collected by   
the Master Servicer in respect of an assumption, modification or substitution of
liability agreement shall be retained by the Master Servicer as additional      
servicing compensation. In connection with any such assumption, no material term
of the Mortgage Note (including but not limited to the related Mortgage Rate and
the amount of the Monthly Payment) may be amended or modified, except as        
otherwise required pursuant to the terms thereof. The Master Servicer shall     
notify the Trustee that any such substitution, modification or assumption       
agreement has been completed by forwarding to the Trustee the executed original 
of such substitution, modification or assumption agreement, which document shall
be added to the related Mortgage File and shall, for all purposes, be considered
a                                                                               

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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 use its best efforts, in as
practical a time frame as possible and consistent with Servicing Standard, to   
foreclose upon or otherwise comparably convert the ownership of properties      
securing such of the Mortgage Loans as come into and continue in default and as 
to which no satisfactory arrangements can be made for collection of delinquent  
payments pursuant to Section 3.07. The Master Servicer shall be responsible for 
all costs and expenses incurred by it in any such proceedings; PROVIDED,        
HOWEVER, that such costs and expenses will be recoverable as Servicing Advances 
by the Master Servicer as contemplated in Section 3.11 and Section 3.23. The    
foregoing is subject to the provision that, in any case in which a 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                               

                 (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,                      

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clean-up or remediation could be required under any federal, state or local law 
or regulation, or that if any such materials are present for which such action  
could be required, that it would be in the best economic interest of the Trust  
Fund to take such actions with respect to the affected Mortgaged Property.      

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

              The cost of the environmental audit report contemplated by
this Section 3.16 shall be advanced by the Master Servicer, subject to the      
Master Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.11(a)(vii), 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; PROVIDED that any amounts disbursed by the 
Master Servicer pursuant to this Section 3.16(b) shall constitute Servicing     
Advances, subject to Section 4.04(d). The cost of any such compliance,          
containment, cleanup or remediation shall be advanced by the Master Servicer,   
subject to the Master Servicer's right to be reimbursed therefor from the       
Collection Account as provided in Section 3.11(a)(iii) and (a)(vii), 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)      (i) The NIMS Insurer may, at its option, purchase a
Mortgage Loan which has become 90 or more days delinquent or for which the      
Master Servicer has accepted a deed in lieu of foreclosure. Prior to purchase   
pursuant to this Section 3.16(c)(i), the Master Servicer shall be required to   
continue to make Advances pursuant to Section 4.04. The NIMS Insurer shall not  
use any procedure in selecting Mortgage Loans to be repurchased which is        
materially adverse to the interests of the Certificateholders. The NIMS Insurer 
shall purchase such delinquent Mortgage Loan at a price equal to the Purchase   
Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to   
this Section 3.16(c)(i) shall be accomplished by remittance to the Master       
Servicer for deposit in the Collection Account of the amount of the Purchase    
Price. The Trustee shall immediately effectuate the conveyance of such          
delinquent Mortgage Loan to the NIMS Insurer to the extent necessary, including 
the prompt delivery of all documentation to the NIMS Insurer.                   

                 (ii)     If the Master Servicer Optional Purchase Delinquency
        Trigger has been met, the Master Servicer may, at its option, purchase
    a Mortgage Loan which has become 90 or more days delinquent or for
       which the Master Servicer has accepted a deed in lieu of foreclosure.
    Prior to purchase pursuant to this Section 3.16(c)(ii), the Master
     Servicer shall be required to continue to make Advances pursuant to
Section 4.04. The Master                                      

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        Servicer shall purchase such delinquent Mortgage Loan at a price equal
     to the Purchase Price of such Mortgage Loan. Any such purchase of a
Mortgage Loan pursuant to this Section 3.16(c)(ii) shall be   
        accomplished by deposit in the Collection Account of the amount of the
         Purchase Price. The Trustee shall immediately effectuate the conveyance
       of such delinquent Mortgage Loan to the Master Servicer to the extent
      necessary, including the prompt delivery of all documentation to the
Master Servicer.                                              

                Notwithstanding the foregoing: (A) the Master Servicer shall
have the option to purchase pursuant to this Section 3.16(c)(ii) only such      
delinquent Mortgage Loans having an aggregate Stated Principal Balance such     
that, if such delinquent Mortgage Loans were not in the Trust, the Master       
Servicer Optional Purchase Delinquency Trigger would not be met; (B) if the     
Master Servicer purchases any delinquent Mortgage Loans pursuant to this Section
3.16(c)(ii), it must purchase Mortgage Loans that are delinquent the greatest   
number of days before it may purchase any that are delinquent any fewer number  
of days; (C) if the Master Servicer purchases some but not all Mortgage Loans   
that are delinquent any given number of days, it must purchase Mortgage Loans   
having the same delinquency status in the order of lowest Stated Principal      
Balance to highest Stated Principal Balance; (D) the Master Servicer may at any 
time relinquish its rights to purchase delinquent Mortgage Loans pursuant to    
this Section 3.16(C)(ii) in writing delivered to the Trustee, and from and after
the taking of such action by the Master Servicer, the provisions of this Section
3.16(c)(ii) shall no longer be of any force or effect.                          

           (d)      Proceeds received in connection with any Final
Recovery Determination, as well as any recovery resulting from a partial        
collection of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds,
in respect of any Mortgage Loan, will be applied in the following order of      
priority: FIRST, to unpaid Servicing Fees; SECOND, to reimburse the Master      
Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances    
pursuant to Section 3.11(a)(iii) and Advances pursuant to Section 3.11(a)(ii);  
THIRD, to accrued and unpaid interest on the Mortgage Loan, to the date of the  
Final Recovery Determination, or to the Due Date prior to the Distribution Date 
on which such amounts are to be distributed if not in connection with a Final   
Recovery Determination; and FOURTH, as a recovery of principal of the Mortgage  
Loan. 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).                                                                   

               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 shall     
deliver to the Trustee, in written (with two executed copies) or electronic     
format, a Request for Release in the form of Exhibit E (which certification     
shall include a statement to the effect that all amounts received or to be      
received in connection with such payment which are required to be deposited in  
the Collection Account pursuant to Section 3.10 have been or will be so         
deposited) signed by a Servicing Officer (or in a mutually agreeable electronic 
format that will, in lieu of a signature on its face, originate from a Servicing
Officer) and shall request delivery to it of the Mortgage File. Upon receipt of 
such certification and request, the Trustee shall, within three Business Days,  
release and send by overnight mail, at the expense of the Master Servicer, the  
related Mortgage File to the Master Servicer. The Trustee agrees to indemnify   
the Master Servicer, out of its own funds, for any loss, liability or expense   
(other than special, indirect, punitive or consequential damages which will not 
be paid                                                                         

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by the Trustee) incurred by the Master Servicer as a proximate result of the    
Trustee's breach of its obligations pursuant to this Section 3.17. No expenses  
incurred in connection with any instrument of satisfaction or deed of           
reconveyance shall be chargeable to the Collection Account or the Distribution  
Account.                                                                        

         (b)      From time to time and as appropriate for the
servicing or foreclosure of any Mortgage Loan, including, for this purpose,     
collection under any insurance policy relating to the Mortgage Loans, the       
Trustee shall, upon any request made by or on behalf of the Master Servicer and 
delivery to the Trustee, in written (with two executed copies) or electronic    
format, of a Request for Release in the form of Exhibit E signed by a Servicing 
Officer (or in a mutually agreeable electronic format that will, in lieu of a   
signature on its face, originate from a Servicing Officer), release the related 
Mortgage File to the Master Servicer within three Business Days, and the Trustee
shall, at the direction of the Master Servicer, execute such documents as shall 
be necessary to the prosecution of any such proceedings. 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, or caused  
to be delivered, to the Trustee an additional Request for Release certifying as 
to such liquidation or action or proceedings. Upon the request of the Trustee,  
the Master Servicer shall provide notice to the Trustee of the name and address 
of the Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a Request for Release, in 
written (with two executed copies) or electronic format, from 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, such Mortgage Loan shall be released  
by the Trustee to the Master Servicer or its designee.                          

               (c)      Upon written certification of a Servicing Officer,
the Trustee shall execute and deliver to the Master Servicer or the             
Sub-Servicer, as the case may be, copies of, any court pleadings, requests for  
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain     
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a  
deficiency judgment, or to enforce any other remedies or rights provided by the 
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such 
certification shall include a request that such pleadings or documents be       
executed by the 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 in       
respect of such Mortgage Loan, subject to Section 3.24. In addition,            

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the Master Servicer shall be entitled to recover unpaid Servicing Fees out of   
Insurance Proceeds, Liquidation Proceeds or condemnation proceeds to the extent 
permitted by Section 3.11(a)(iii) and out of amounts derived from the operation 
and sale of an REO Property to the extent permitted by Section 3.23. Except as  
provided in Section 3.29, 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;    
PROVIDED, HOWEVER, that the Master Servicer may pay from the Servicing Fee any  
amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into
under Section 3.02.                                                             

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

           The Master Servicer shall be entitled to any Prepayment
Interest Excess, which it may withdraw from the Collection Account pursuant to  
Section 3.11(a)(ix).                                                            

                SECTION 3.19.     Reports to the Trustee; Collection Account
   Statements.

                Not later than twenty days after each Distribution Date, the
Master Servicer shall forward to the NIMS Insurer and, upon request, to the     
Trustee and the Depositor the most current available bank statement for the     
Collection Account. 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 NIMS
Insurer and the Depositor not later than March 10th, commencing in 2006, an     
Officers' Certificate substantially in the form of Exhibit S attached hereto    
stating, as to each signatory thereof, that (i) a review of the activities of   
the Master Servicer during the preceding calendar year and of performance under 
this 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 calendar  
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status    
thereof. Copies of any such statement shall be provided by the Trustee to any   
Certificateholder and to any Person identified to the Trustee as a prospective  
transferee of a Certificate, upon request at the expense of the requesting      
party, provided such statement is delivered by the Master Servicer to the       
Trustee.                                                                        

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               SECTION 3.21.     Independent Public Accountants' Servicing
Report. 

             Not later than March 10th, commencing in 2006, the Master
Servicer, at its expense, shall cause a nationally recognized firm of           
independent certified public accountants to furnish to the Master Servicer a    
report stating that (i) it has obtained a letter of representation regarding    
certain matters from the management of the Master Servicer which includes an    
assertion that the Master Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in the Uniform Single Attestation 
Program for Mortgage Bankers established by the Mortgage Bankers Association of 
America, with respect to the servicing of residential mortgage loans during the 
most recently completed calendar year and (ii) on the basis of an examination   
conducted by such firm in accordance with standards established by the American 
Institute of Certified Public Accountants, such representation is fairly stated 
in all material respects, subject to such exceptions and other qualifications   
that may be appropriate. In rendering its report such firm may rely, as to      
matters relating to the direct servicing of residential mortgage loans by       
Sub-Servicers, upon comparable reports of firms of independent certified public 
accountants rendered on the basis of examinations conducted in accordance with  
the same standards (rendered within one year of such report) with respect to    
those Sub-Servicers. Immediately upon receipt of such report, the Master        
Servicer shall furnish a copy of such report to the Trustee, the NIMS Insurer   
and each Rating Agency. Copies of such statement shall be provided by the       
Trustee to any Certificateholder upon request at the Master Servicer's expense, 
provided that such statement is delivered by the Master Servicer to the Trustee.

                SECTION 3.22.     Access to Certain Documentation; Filing of
           Reports by Trustee.

               (a)      The Master Servicer shall provide to the Office of
Thrift Supervision, the FDIC, and any other federal or state banking or         
insurance regulatory authority that may exercise authority over any             
Certificateholder or Certificate Owner, access to the documentation regarding   
the Mortgage Loans required by applicable laws and regulations. Such access     
shall be afforded without charge, but only upon reasonable request and during   
normal business hours at the offices of the Master Servicer designated by it. In
addition, access to the documentation regarding the Mortgage Loans will be      
provided to any Certificateholder or Certificate Owner, the Trustee, the NIMS   
Insurer and to any Person identified to the Master Servicer as a prospective    
transferee of a Certificate, upon reasonable request during normal business     
hours at the offices of the Master Servicer designated by it at the expense of  
the Person requesting such access.                                              

            (b)      The Trustee shall reasonably cooperate with the
Depositor in connection with satisfying the reporting requirements under the    
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee   
shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for       
similar securities as required by the Exchange Act and the Rules and Regulations
of the Securities and Exchange Commission thereunder, and the Depositor shall   
sign and the Trustee shall file (via the Securities and Exchange Commission's   
Electronic Data Gathering and Retrieval System) such forms on behalf of the     
Depositor. The Depositor hereby grants to the Trustee a limited power of        
attorney to execute any Form 8-K and file each such document on behalf of the   
Depositor. Such power of attorney shall continue until the earlier of (i)       
receipt by the Trustee from the Depositor of written termination of such power  
of attorney and (ii) the termination of the Trust. Notwithstanding anything     
herein to the contrary, the Depositor,                                          

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and not the Trustee, shall be responsible for executing each Form 10-K filed on 
behalf of the Trust.                                                            

                  (c)      Each Form 8-K shall be filed by the Trustee within 15
days after each Distribution Date, with a copy of the statement to the          
Certificateholders for such Distribution Date as an exhibit thereto. Prior to   
March 30th of each year, commencing in 2005 (or such earlier date as may be     
required by the Exchange Act and the Rules and Regulations of the Securities and
Exchange Commission), the Trustee shall file a Form 10-K, in substance as       
required by applicable law or applicable Securities and Exchange Commission     
staff's interpretations. Such Form 10-K shall include as exhibits the Master    
Servicer's annual statement of compliance described under Section 3.20 and the  
accountant's report described under Section 3.21, in each case to the extent    
they have been timely delivered to the Trustee. If they are not so timely       
delivered, the Trustee shall file an amended Form 10-K including such documents 
as exhibits reasonably promptly after they are delivered to the Trustee. The    
Trustee shall have no liability with respect to any failure to properly prepare 
or file such periodic reports resulting from or relating to the Trustee's       
inability or failure to obtain any information not resulting from its own       
negligence or willful misconduct. The Form 10-K shall also include a            
certification in the form attached hereto as Exhibit R-1 (the "Certification"), 
which shall be signed by the senior officer of the Depositor in charge of       
securitization.                                                                 

                The Trustee shall subject to the provisions of Sections 8.01
and 8.02 hereof, indemnify and hold harmless the Depositor and its officers,    
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments   
and other costs and expenses arising out of or based upon third party claims    
relating to information included in any Form 10-K provided by the Trustee other 
than any losses, damages, penalties, fines, forfeitures, reasonable and         
necessary legal fees and related costs arising out of third party claims        
relating to information contained in the Certification, the Master Servicer's   
annual statement of compliance described under Section 3.20 and the accountant's
report described under Section 3.21 which are included in such Form 10-K.       

                (d)      In addition, the Trustee shall sign a certification
(in the form attached hereto as Exhibit R-2) for the benefit of the Depositor   
and its officers, directors and Affiliates regarding certain aspects of items 1 
through 3 of the Certification (provided, however, that the Trustee shall not   
undertake an analysis of the accountant's report attached as an exhibit to the  
Form 10-K). The Trustee's certification shall be delivered to the Depositor by  
no later than March 18th of each year (or if such day is not a Business Day, the
immediately preceding Business Day) and the Depositor shall deliver the         
Certification to the Trustee for filing no later than March 20th of each year   
(or if such day is not a Business Day, the immediately preceding Business Day). 

                  In addition, the Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any       
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal  
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 3.22(b) or  
the Trustee's negligence, bad faith or willful misconduct in connection         
therewith. If the indemnification provided for herein is unavailable or         
insufficient to hold harmless the Depositor, then the Trustee, in connection    
with a breach of the Trustee's obligations under this Section 3.22(b) or the    
Trustee's negligence, bad faith or willful misconduct in connection             

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therewith, agrees that it shall contribute to the amount paid or payable by the 
Depositor as a result of the losses, claims, damages or liabilities of the      
Depositor in such proportion as is appropriate to reflect the relative fault of 
the Depositor on the one hand and the Trustee on the other.                     

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

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

                (g)      To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those        
required under this Section 3.22(b) comply with the reporting requirements under
the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to
amend the provisions of this Section 3.22(b) in order to comply with such       
amended reporting requirements and such amendment of this Section 3.22(b). Any  
such amendment may result in the reduction of the reports filed by the Depositor
under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be 
obligated to enter into any amendment pursuant to this Section that adversely   
affects its obligations and immunities under this Agreement.                    

              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 REMIC 1,   
shall sell any REO Property as soon as practical and in any event no later than 
the end of the third full taxable year after the taxable year in which such     
REMIC 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 such three-year period, unless the Master Servicer shall have      
delivered to the Trustee and the NIMS Insurer an Opinion of Counsel acceptable  
to the NIMS Insurer and addressed to the Trustee, the NIMS Insurer and the      
Depositor, to the effect that the holding by the REMIC of such REO Property     
subsequent to three years after its acquisition will not result in the          
imposition on the REMIC of taxes on "prohibited transactions" thereof, as       
defined in Section 860F of the Code, or cause any of the REMICs created         
hereunder 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 any of the REMICs    
created hereunder 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 separately account for all
funds collected and received in connection with the operation of any REO        
Property and shall establish and maintain,                                      

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or cause to be established and maintained, 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 (subject to the requirement of prompt disposition
set forth in Section 3.23(a)) 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 in which it     
customarily deposits payments and collections on mortgage loans in connection   
with its mortgage loan servicing activities on a daily basis, and in no event   
more than one Business Day after the Master Servicer's receipt thereof, and     
shall thereafter deposit in the REO Account, in no event more than two Business 
Days after the Master Servicer's receipt thereof, all revenues received by it   
with respect to an REO Property and shall withdraw therefrom funds necessary for
the proper operation, management and maintenance of such REO Property including,
without limitation:                                                             

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

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

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

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

                  Notwithstanding the foregoing, neither the Master Servicer nor
the Trustee shall:                                                              

             (A)      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;                                     

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

                  (C)      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                     

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      default on the related Mortgage Loan became imminent, all within the
meaning of Section 856(e)(4)(B) of the Code; or               

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

unless, in any such case, the Master Servicer has obtained an Opinion of        
Counsel, provided to the Trustee and the NIMS Insurer, to the effect that such  
action will not cause such REO Property to fail to qualify as "foreclosure      
property" within the meaning of Section 860G(a)(8) of the Code at any time that 
it is held by the REMIC, 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: 

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

         (2)      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; 

           (3)      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                                        

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

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

           (d)      In addition to the withdrawals permitted under
Section 3.23(c), the Master Servicer may from time to time make withdrawals from
the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer     
unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to      
reimburse itself or any Sub-Servicer for unreimbursed Servicing                 

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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), for distribution on
the related Distribution Date in accordance with Section 4.01, the income from  
the related REO Property received during the related Prepayment Period, net of  
any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d).       

                 (e)      Subject to the time constraints set forth in Section
3.23(a), each REO Disposition shall be carried out by the Master Servicer in a  
manner, at such price and upon such terms and conditions as shall be in         
conformity with the requirements of the Loss Mitigation Procedures and as shall 
be normal and usual in its Servicing Standard.                                  

              (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, 6050J 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, 6050J and 6050P of the Code.       

           SECTION 3.24.     Obligations of the Master Servicer in
                                  Respect of Prepayment Interest Shortfalls.

                  Not later than 1:00 p.m. New York time on each Master Servicer
Remittance Date, the Master Servicer shall remit to the Distribution Account an 
amount ("Compensating Interest") equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date and (B) its    
aggregate Servicing Fee for the related Due Period and any Prepayment Interest  
Excess earned during the related Prepayment Period. The Master Servicer shall   
not have the right to reimbursement for any amounts remitted to the Trustee in  
respect of Compensating Interest. Such amounts so remitted shall be included in 
the Available Funds and distributed therewith on the next Distribution Date. The
Master Servicer shall not be obligated to pay Compensating Interest with respect
to Relief Act Interest Shortfalls.                                              

SECTION 3.25.     [Reserved]                

           SECTION 3.26.     Obligations of the Master Servicer in
                             Respect of Mortgage Rates and Monthly
 Payments.

         In the event that a shortfall in any collection on or
liability with respect to the Mortgage Loans in the aggregate results from or is
attributable to adjustments to Mortgage                                         

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Rates, Monthly Payments or Stated Principal Balances that were made by the      
Master Servicer in a manner not consistent with the terms of the related        
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deposit in the Collection 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 servicer in respect
of any such liability. Such indemnities shall survive the termination or        
discharge of this Agreement. Notwithstanding the foregoing, this Section 3.26   
shall not limit the ability of the Master Servicer to seek recovery of any such 
amounts from the related Mortgagor under the terms of the related Mortgage Note,
as permitted by law.                                                            

SECTION 3.27.     Solicitations.            

               From and after the Closing Date, the Master Servicer agrees
that it will not take any action or permit or cause any action to be taken by   
any of its agents and Affiliates, or by any independent contractors or          
independent mortgage brokerage companies on the Master Servicer's behalf, to    
personally, by telephone, mail or electronic mail, solicit the Mortgagor under  
any Mortgage Loan for the purpose of refinancing such Mortgage Loan; PROVIDED,  
that the Master Servicer may solicit any Mortgagor for whom the Master Servicer 
has received a request for verification of mortgage, a request for demand for   
payoff, a mortgagor initiated written or verbal communication indicating a      
desire to prepay the related Mortgage Loan, another mortgage company has pulled 
a credit report on the mortgagor or the mortgagor initiates a title search;     
provided further, it is understood and agreed that promotions undertaken by the 
Master Servicer or any of its Affiliates which (i) concern optional insurance   
products or other additional products or (ii) are directed to the general public
at large, including, without limitation, mass mailings based on commercially    
acquired mailing lists, newspaper, radio and television advertisements shall not
constitute solicitation under this Section, nor is the Master Servicer          
prohibited from responding to unsolicited requests or inquiries made by a       
Mortgagor or an agent of a Mortgagor. Furthermore, the Master Servicer shall be 
permitted to include in its monthly statements to borrowers or otherwise,       
statements regarding the availability of the Master Servicer's counseling       
services with respect to refinancing mortgage loans.                            

             SECTION 3.28.     Net WAC Rate Carryover Reserve Account.

               No later than the Closing Date, the Trustee shall establish
and maintain with itself a separate, segregated trust account titled, "Net WAC  
Rate Carryover Reserve Account, Wells Fargo Bank, N.A., as Trustee, in trust for
registered Holders of Option One Mortgage Loan Trust 2005-1, Asset-Backed       
Certificates, Series 2005-1." The amount deposited in the Net WAC Rate Carryover
Reserve Account will include any payments received by the Trustee under the Cap 
Contracts and deposited into the Net WAC Rate Carryover Reserve Account.        

                 On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates and/or the Mezzanine       
Certificates, the Trustee has been directed by the Class C Certificateholders   
to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account 
the amounts described in Section 4.01(d)(iv), rather than distributing such     
amounts to the Class C Certificateholders. On each such Distribution Date, the  
Trustee shall hold all such amounts for the benefit of the Holders of the Class 
A Certificates and the Mezzanine Certificates, and will distribute such amounts 
to the Holders of the Class A                                                   

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Certificates and/or the Mezzanine Certificates in the amounts and priorities set
forth in Section 4.01(d).                                                       

               On each Distribution Date, any amounts remaining in the Net
WAC Rate Carryover Reserve Account (representing payments received by the       
Trustee under the Cap Contracts) after the payment of any Net WAC Rate Carryover
Amounts on the Class A Certificates and the Mezzanine Certificates for such     
Distribution Date, shall be payable to the Trustee.                             

          For federal and state income tax purposes, the Class C
Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover
Reserve Account and all amounts deposited into the Net WAC Rate Carryover       
Reserve Account (other than amounts received under the Cap Contracts) shall be  
treated as amounts distributed by REMIC 3 to the Holder of the Class C Interest 
and by REMIC 4 to the Holders of the Class C Certificates. Upon the termination 
of the Trust, or the payment in full of the Class A Certificates and the        
Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate    
Carryover Reserve Account will be released by the Trust and distributed to the  
Class C Certificateholders or their designees. The Net WAC Rate Carryover       
Reserve Account will be part of the Trust but not part of any REMIC and any     
payments to the Holders of the Class A Certificates or the Mezzanine            
Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
to a "regular interest" in a REMIC within the meaning of Code Section           
860(G)(a)(1).                                                                   

    By accepting a Class C Certificate, each Class C
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC Rate 
Carryover Amount rather than distributing such amounts to the Class C           
Certificateholders. By accepting a Class C Certificate, each Class C            
Certificateholder further agrees that such direction is given for good and      
valuable consideration, the receipt and sufficiency of which is acknowledged by 
such acceptance.                                                                

               At the direction of the Holders of a majority in Percentage
Interest in the Class C Certificates, the Trustee shall direct any depository   
institution maintaining the Net WAC Rate Carryover Reserve Account to invest the
funds in such 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 or an Affiliate manages or advises such investment, 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 or an Affiliate manages or   
advises such investment. If no investment direction of the Holders of a majority
in Percentage Interest in the Class C Certificates with respect to the Net WAC  
Rate Carryover Reserve Account is received by the Trustee, the Trustee shall    
invest the funds in such account in Permitted Investments managed by the Trustee
or an Affiliate of the kind described in clause (vi) of the definition of       
Permitted Investments.                                                          

                  For federal tax return and information reporting, the value of
the right of the Holders of the Group I Certificates, Group II Certificates and 
the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover  
Reserve Account in respect of any Net WAC Rate Carryover Amount shall be        
$84,000, $260,000 and $304,000, respectively.                                   

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SECTION 3.29.     Advancing Facility.       

                (a)      The Master Servicer and/or the Trustee on behalf of
the Trust Fund, in either case, with the consent of the NIMS Insurer and the    
Master Servicer in the case of the Trustee, is hereby authorized to enter into a
facility (the "Advancing Facility") with any Person which provides that such    
Person (an "Advancing Person") may fund Advances and/or Servicing Advances to   
the Trust Fund under this Agreement, although no such facility shall reduce or  
otherwise affect the Master Servicer's obligation to fund such Advances and/or  
Servicing Advances. If the Master Servicer enters into such an Advancing        
Facility pursuant to this Section 3.29, upon reasonable request of the Advancing
Person, the Trustee shall execute a letter of acknowledgment, confirming its    
receipt of notice of the existence of such Advancing Facility. To the extent    
that an Advancing Person funds any Advance or any Servicing Advance and provides
the Trustee with notice acknowledged by the Servicer that such Advancing Person 
is entitled to reimbursement, such Advancing Person shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent provided 
in Section 3.29(b). Such notice from the Advancing Person must specify the      
amount of the reimbursement, the Section of this Agreement that permits the     
applicable Advance or Servicing Advance to be reimbursed and the section(s) of  
the Advancing Facility that entitle the Advancing Person to request             
reimbursement from the Trustee, rather than the Master Servicer, and include the
Master Servicer's acknowledgment thereto or proof of an Event of Default under  
the Advancing Facility. The Trustee shall have no duty or liability with respect
to any calculation of any reimbursement to be paid to an Advancing Person and   
shall be entitled to rely without independent investigation on the Advancing    
Person's notice provided pursuant to this Section 3.29. An Advancing Person     
whose obligations hereunder are limited to the funding of Advances and/or       
Servicing Advances shall not be required to meet the qualifications of a Master 
Servicer or a Sub-Servicer pursuant to Section 6.06 hereof and will not be      
deemed to be a Sub-Servicer under this Agreement. If the terms of a facility    
proposed to be entered into with an Advancing Person by the Trust Fund would not
materially and adversely affect the interests of any Certificateholder, then the
NIMS Insurer shall not withhold its consent to the Trust Fund's entering such   
facility.                                                                       

               (b)      If an Advancing Facility is entered into, then the
Master Servicer shall not be permitted to reimburse itself therefor under       
Section 3.11(a)(ii), Section 3.11(a)(iii), Section 3.11(a)(vi), Section         
3.11(a)(vii) Section 3.11(a)(viii) and Section 4.04(b) prior to the remittance  
to the Trust Fund, but instead the Master Servicer shall include such amounts in
the applicable remittance to the Trustee made pursuant to Section 3.10(a). The  
Trustee is hereby authorized to pay to the Advancing Person, reimbursements for 
Advances and Servicing Advances from the Distribution Account to the same extent
the Master Servicer would have been permitted to reimburse itself for such      
Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii),      
Section 3.11(a)(iii), Section 3.11(a)(vi), Section 3.11(a)(vii), Section        
3.11(a)(viii) or Section 4.04(b), as the case may be, had the Master Servicer   
itself funded such Advance or Servicing Advance. The Trustee is hereby          
authorized to pay directly to the Advancing Person such portion of the Servicing
Fee as the parties to any advancing facility agree.                             

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

               (d)      Any amendment to this Section 3.29 or to any other
provision of this Agreement that may be necessary or appropriate to effect the  
terms of an Advancing Facility as                                               

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described generally in this Section 3.29, including amendments to add provisions
relating to a successor master servicer, may be entered into by the Trustee and 
the Master Servicer without the consent of any Certificateholder but with the   
consent of the NIMS Insurer, notwithstanding anything to the contrary in this   
Agreement.                                                                      

             SECTION 3.30.     PMI Policy; Claims Under the PMI Policy

              Notwithstanding anything to the contrary elsewhere in this
Article III, the Master Servicer shall not agree to any modification or         
assumption of a PMI Mortgage Loan or take any other action with respect to a PMI
Mortgage Loan that could result in denial of coverage under the PMI Policy. The 
Master Servicer shall notify the PMI Insurer that the Trustee, on behalf of the 
Trust, is the Insured, as that term is defined in the PMI Policy, of each PMI   
Mortgage Loan. The Master Servicer shall, on behalf of the Trust, prepare and   
file on a timely basis with the PMI Insurer, all claims which may be made under 
the PMI Policy with respect to the PMI Mortgage Loans. Consistent with all      
rights and obligations hereunder, the Master Servicer shall take all actions    
required of the Insured under the PMI Policy (except for the calculation and the
payment of the PMI Premium with respect to funds available in the Distribution  
Account). Any amount received from the PMI Insurer with respect to any such PMI 
Mortgage Loan shall be deposited by the Master Servicer, no later than two      
Business Days following receipt thereof, into the Collection Account.           

                 The Trustee is hereby directed to execute and deliver the PMI
Letter Agreement, on behalf of the Trust, among the Trustee, the PMI Insurer and
the Master Servicer for the benefit of the Trust Fund.                          

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ARTICLE IV

 FLOW OF FUNDS

SECTION 4.01.     Distributions.            

             (a)      (I) On each Distribution Date, the Trustee shall
withdraw from the Distribution Account that portion of Available Funds for such 
Distribution Date consisting of the Group I Interest Remittance Amount for such 
Distribution Date, and make the following disbursements and transfers in the    
order of priority described below, in each case to the extent of the Group I    
Interest Remittance Amount remaining for such Distribution Date:                

                  (i)      concurrently, to the Holders of each Class of Group I
         Certificates, on a pro rata basis based on the entitlement of each such
 Class, the Monthly Interest Distributable Amount and the Unpaid
       Interest Shortfall Amount, if any, allocable to such Certificates for
such Distribution Date; and                                   

                (ii)     concurrently, to the Holders of each Class of Group
       II Certificates, on a pro rata basis based on the entitlement of each
      such Class, an amount equal to the excess, if any, of (x) the amount
         required to be distributed pursuant to Section 4.01(a)(II)(i) below for
 such Distribution Date over (y) the amount actually distributed
        pursuant to such section from the Group II Interest Remittance Amount.

                 (II)     On each Distribution Date the Trustee shall withdraw
from the Distribution Account that portion of Available Funds for such          
Distribution Date consisting of the Group II Interest Remittance Amount for such
Distribution Date, and make the following disbursements and transfers in the    
order of priority described below, in each case to the extent of the Group II   
Interest Remittance Amount remaining for such Distribution Date:                

                (i)      concurrently, to the Holders of each Class of Group
       II Certificates, on a pro rata basis based on the entitlement of each
      such Class, the Monthly Interest Distributable Amount and the Unpaid
       Interest Shortfall Amount, if any, allocable to such Certificates for
such Distribution Date; and                                   

                  (ii)     concurrently, to the Holders of each Class of Group I
         Certificates, on a pro rata basis based on the entitlement of each such
 Class, an amount equal to the excess, if any, of (x) the amount
        required to be distributed pursuant to Section 4.01(a)(I)(i) above for
 such Distribution Date over (y) the amount actually distributed
       pursuant to such section from the Group I Interest Remittance Amount.

     (III)    On each Distribution Date, following the
distributions made pursuant to Section 4.01(a)(I) and (II) above, the sum of the
Group I Interest Remittance Amount and the Group II Interest Remittance Amount  
remaining undistributed for such Distribution Date, will be distributed         
sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an      
amount equal to the Monthly Interest Distributable Amount allocable to each such
Class of Certificates.                                                          

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           (b)      (I) On each Distribution Date (a) prior to the
Stepdown Date or (b) on which a Trigger Event is in effect, distributions in    
respect of principal to the extent of the Group I Principal Distribution Amount 
shall be made in the following amounts and order of priority:                   

              (i)      first, to the Holders of the Group I Certificates
 (allocated as described below), until the Certificate Principal
Balances thereof have been reduced to zero;                   

         (ii)     second, after taking into account the amount
     distributed to the Holders of the Group II Certificates pursuant to
        Section 4.01(b)(II)(i) below on such Distribution Date, to the Holders
        of the Group II Certificates (allocated as described below), until the
   Certificate Principal Balances thereof have been reduced to zero.

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

               (i)      first, to the Holders of the Group II Certificates
 (allocated as described below), until the Certificate Principal
Balances thereof have been reduced to zero;                   

         (ii)     second, after taking into account the amount
    distributed to the Holders of the Group I Certificates pursuant to
       Section 4.01(b)(I)(i) above on such Distribution Date, to the Holders
       of the Group I Certificates (allocated as described below), until the
  Certificate Principal Balance thereof have been reduced to zero.

                (III)    On each Distribution Date (a) prior to the Stepdown
Date or (b) on which a Trigger Event is in effect, distributions in respect of  
principal to the extent of the sum of the Group I Principal Distribution Amount 
and the Group II Principal Distribution Amount remaining undistributed for such 
Distribution Date shall be made sequentially to the Class M-1, Class M-2, Class 
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9        
Certificates, in that order, in each case, until the Certificate Principal      
Balance of each such class has been reduced to zero.                            

              (c)      (I) On each Distribution Date (a) on or after the
Stepdown Date and (b) on which a Trigger Event is not in effect, distributions  
in respect of principal to the extent of the Group I Principal Distribution     
Amount shall be made in the following amounts and order of priority:            

              (i)      first, to the Holders of the Group I Certificates
(allocated as described below), the Group I Senior Principal  
      Distribution Amount until the Certificate Principal Balances thereof
have been reduced to zero;                                    

                (ii)     second, to the Holders of the Group II Certificates
        (allocated as described below), an amount equal to the excess, if any,
  of (x) the amount required to be distributed pursuant to Section
     4.01(c)(II)(i) below for such Distribution Date over (y) the amount
        actually distributed pursuant to Section 4.01(c)(II)(i) below from the
   Group II Principal Distribution Amount on such Distribution Date.

          (II)     On each Distribution Date (a) on or after the
Stepdown Date and (b) on which a Trigger Event is not in effect, distributions  
in respect of principal to the extent of the                                    

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Group II Principal Distribution Amount shall be made in the following amounts   
and order of priority:                                                          

               (i)      first, to the Holders of the Group II Certificates
(allocated as described below), the Group II Senior Principal 
      Distribution Amount until the Certificate Principal Balances thereof
have been reduced to zero;                                    

               (ii)     second, to the Holders of the Group I Certificates
        (allocated as described below), an amount equal to the excess, if any,
  of (x) the amount required to be distributed pursuant to Section
    4.01(c)(I)(i) above for such Distribution Date over (y) the amount
       actually distributed pursuant to Section 4.01(c)(I)(i) above from the
  Group I Principal Distribution Amount on such Distribution Date.

          (III)    On each Distribution Date (a) on or after the
Stepdown Date and (b) on which a Trigger Event is not in effect, distributions  
in respect of principal to the extent of the sum of the Group I Principal       
Distribution Amount and the Group II Principal Distribution Amount remaining    
undistributed for such Distribution Date shall be made in the following amounts 
and order of priority:                                                          

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

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

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

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

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

                 (vi)     sixth, to the Holders of the Class M-6 Certificates,
   the Class M-6 Principal Distribution Amount until the Certificate
Principal Balance thereof has been reduced to zero;           

     (vii)    seventh, to the Holders of the Class M-7
     Certificates, the Class M-7 Principal Distribution Amount until the
 Certificate Principal Balance thereof has been reduced to zero;

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                  (viii)   eighth, to the Holders of the Class M-8 Certificates,
   the Class M-8 Principal Distribution Amount until the Certificate
Principal Balance thereof has been reduced to zero; and       

                 (ix)     ninth, to the Holders of the Class M-9 Certificates,
   the Class M-9 Principal Distribution Amount until the Certificate
Principal Balance thereof has been reduced to zero.           

           With respect to each Class of Group I Certificates, all
principal distributions will be distributed on a pro rata basis based on the    
Certificate Principal Balance of each such class, with the exception that if a  
Sequential Trigger Event is in effect, principal distributions will be          
distributed sequentially, first, to the holders of the Class A-1A Certificates  
until the Certificate Principal Balance of the Class A-1A Certificates has been 
reduced to zero; and second, to the holders of the Class A-1B Certificates,     
until the Certificate Principal Balance of the Class A-1B Certificates has been 
reduced to zero.                                                                

            With respect to the Group II Certificates, all principal
distributions will be distributed sequentially, first, to the Holders of the    
Class A-2 Certificates, until the Certificate Principal Balance of the Class A-2
Certificates has been reduced to zero, second, to the Holders of the Class A-3  
Certificates, until the Certificate Principal Balance of the Class A-3          
Certificates has been reduced to zero and third, to the Holders of the Class A-4
Certificates, until the Certificate Principal Balance of the Class A-4          
Certificates has been reduced to zero.                                          

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

      (i)      to the Holders of the Class or Classes of
   Certificates then entitled to receive distributions in respect of
   principal, in an amount equal to any Extra Principal Distribution
        Amount, distributable to such Holders as part of the Group I Principal
       Distribution Amount and/or the Group II Principal Distribution Amount
as described under Section 4.01(b) and Section 4.01(c) above; 

               (ii)     to the Holders of the Class A-1B Certificates, the
Allocated Realized Loss Amount for such Class;                

                 (iii)    sequentially, to the Holders of the Class M-1, Class
       M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
      and Class M-9 Certificates, in that order, in each case, first up to
        the Unpaid Interest Shortfall Amount for each such Class and second up
to the Allocated Realized Loss Amount, for each such Class;   

               (iv)     to the Net WAC Rate Carryover Reserve Account, the
amount by which any Net WAC Rate Carryover Amounts for such   
        Distribution Date exceed the amounts received by the Trustee under the
Cap Contracts;                                                

                (v)      to the Holders of the Class C Certificates, (a) the
Monthly Interest Distributable Amount and any remaining       
         Overcollateralization Release Amount for such Distribution Date and (b)
         on any Distribution Date on which the Certificate Principal Balances of
   the Class A Certificates and the Mezzanine Certificates have been
reduced to                                                    

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       zero, any remaining amounts in reduction of the Certificate Principal
      Balance of the Class C Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;                     

             (vi)     if such Distribution Date follows the Prepayment
         Period during which occurs the latest date on which a Prepayment Charge
     may be required to be paid in respect of any Mortgage Loans, to the
      Holders of the Class P Certificates, in reduction of the Certificate
    Principal Balance thereof, until the Certificate Principal Balance
thereof is reduced to zero; and                               

                 (vii)    any remaining amounts to the Holders of the Residual
Certificates (in respect of the appropriate Class R Interest).

                On each Distribution Date, after making the distributions of
the Available Funds as set forth above, the Trustee will first, withdraw from   
the Net WAC Rate Carryover Reserve Account all income from the investment of    
funds in the Net WAC Rate Carryover Reserve Account and distribute such amount  
to the Holders of the Class C Certificates, and second, withdraw from the Net   
WAC Rate Carryover Reserve Account, to the extent of amounts remaining on       
deposit therein, the amount of any Net WAC Rate Carryover Amount for such       
Distribution Date and distribute such amount in the following order of priority:

I. From payments on the Cap Contract related to the Group I   
Certificates, distributed in the following order of priority;                   

                 (i)      concurrently, to each Class of Group I Certificates,
any related unpaid Net WAC Rate Carryover Amount, distributed on a pro rata     
basis based on the Cap Amount for each such Class; and                          

                 (ii)     concurrently, to each Class of Group I Certificates,
any related Net WAC Rate Carryover Amount remaining unpaid on a pro rata basis  
based on the related unpaid Net WAC Rate Carryover Amount for each such Class.  

II. From payments on the Cap Contract related to the Group II 
Certificates, distributed in the following order of priority;                   

                  (i)      concurrently, to each Class of Group II Certificates,
any related unpaid Net WAC Rate Carryover Amount, distributed on a pro rata     
basis based on the Cap Amount for each such Class; and                          

                  (ii)     concurrently, to each Class of Group II Certificates,
any related Net WAC Rate Carryover Amount remaining unpaid on a pro rata basis  
based on the related unpaid Net WAC Rate Carryover Amount for each such Class.  

 III. From payments on the Cap Contract related to the Mezzanine
Certificates, distributed in the following order of priority;                   

                  (i)      sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9             
Certificates, in that order, the related Net WAC Rate Carryover Amount for such 
Distribution Date, but only up to the Cap Amount for each such Class; and       

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                  (ii)     sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9             
Certificates, in that order, the related unpaid Net WAC Rate Carryover Amount.  

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment 
Period and any Master Servicer Prepayment Charge Amounts paid by the Master     
Servicer during the related Prepayment Period will be withdrawn from the        
Distribution Account and distributed by the Trustee to the Holders of the Class 
P Certificates and shall not be available for distribution to the Holders of any
other Class of Certificates. The payment of the foregoing amounts to the Holders
of the Class P Certificates shall not reduce the Certificate Principal Balances 
thereof.                                                                        

           (e)      METHOD OF DISTRIBUTION. The Trustee shall make
distributions in respect of a Distribution Date to each Certificateholder of    
record on the related Record Date (other than as provided in Section 10.01      
respecting the final distribution), in the case of Certificateholders of the    
Regular Certificates, by check or money order mailed to such Certificateholder  
at the address appearing in the Certificate Register, or by wire transfer.      
Distributions among Certificateholders shall be made in proportion to the       
Percentage Interests evidenced by the Certificates held by such                 
Certificateholders.                                                             

           (f)      DISTRIBUTIONS ON BOOK-ENTRY CERTIFICATES. Each
distribution with respect to a Book-Entry Certificate shall be paid to the      
Depository, which shall credit 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. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository and   
the Depository Participants in accordance with the provisions of the            
Certificates. None of the Trustee, the Depositor, the Master Servicer or the    
Originator shall have any responsibility therefor except as otherwise provided  
by applicable law.                                                              

              (g)      SUBSEQUENT RECOVERIES. On each Distribution Date,
following all distributions on the Certificates pursuant to Section 4.01, an    
amount equal to the amount of Subsequent Recoveries deposited into the          
Collection Account pursuant to Section 3.10 and included in the Available Funds 
for such Distribution Date will be applied to increase the Certificate Principal
Balance of the Class of Certificates with the Highest Priority up to the extent 
of such Realized Losses previously allocated to that Class of Certificates      
pursuant to Section 4.08. An amount equal to the amount of any remaining        
Subsequent Recoveries will be applied to increase the Certificate Principal     
Balance of the Class of Certificates with the next Highest Priority, up to the  
amount of such Realized Losses previously allocated to that Class of            
Certificates pursuant to Section 4.08, and so on. Holders of such Certificates  
will not be entitled to any distribution in respect of interest on the amount of
such increases for any Accrual Period preceding the Distribution Date on which  
such increase occurs. Any such increases shall be applied to the Certificate    
Principal Balance of each Certificate of such Class in accordance with its      
respective Percentage Interest.                                                 

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                  (h)      It is the intention of all of the parties hereto that
the Class C Certificates receive all principal and interest received by the     
Trust on the Mortgage Loans that is not otherwise distributable to any other    
Class of Regular Certificates or REMIC Regular Interests. If the Trustee        
determines that the Residual Certificates are entitled to any distributions, the
Trustee, prior to any such distribution to any Residual Certificate, shall      
notify the Depositor of such impending distribution. Upon such notification, the
Depositor will request an amendment to the Pooling and Servicing Agreement to   
revise such mistake in the distribution provisions. The Residual Certificate    
Holders, by acceptance of their Certificates, and the Servicer(s) hereby agree  
and no further consent shall be necessary, notwithstanding anything to the      
contrary in Section 11.01 of the Pooling and Servicing Agreement.               

SECTION 4.02.     [Reserved].               

SECTION 4.03.     Statements.               

                (a)      On each Distribution Date, based, as applicable, on
information provided to it by the Master Servicer, the Trustee shall prepare and
make available to each Holder of the Regular Certificates, the NIMS Insurer, the
Master Servicer and the Rating Agencies, a statement as to the distributions    
made on such Distribution Date:                                                 

        (i)      the amount of the distribution made on such
        Distribution Date to the Holders of each Class of Regular Certificates
       allocable to principal and the amount of the distribution made to the
         Holders of the Class P Certificates allocable to Prepayment Charges and
Master Servicer Prepayment Charge Payment Amounts;            

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

(iii)    the Overcollateralized Amount, the 
 Overcollateralization Release Amount, the Overcollateralization
     Deficiency Amount and the Overcollateralization Target Amount as of
         such Distribution Date and the Excess Overcollateralized Amount for the
Mortgage Pool for such Distribution Date;                     

           (iv)     the aggregate amount of servicing compensation
        received by the Master Servicer with respect to 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;              

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

           (vi)     the aggregate amount of interest and scheduled
       principal received or advanced by the Master Servicer with respect to
the related Due Period;                                       

               (vii)    with respect to each Loan Group, the related group
        balance at the Close of Business at the end of the related Due Period;

              (viii)   the number, aggregate principal balance, weighted
       average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans as of the related                       

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      Determination Date and the number and aggregate principal balance of
     all Subsequent Mortgage Loans added during the preceding Prepayment
Period;                                                       

                 (ix)     the number and aggregate unpaid principal balance of
         Mortgage Loans that were (A) Delinquent (exclusive of Mortgage Loans in
         bankruptcy or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60
 to 89 days and (3) 90 or more days, (B) as to which foreclosure
       proceedings have been commenced and Delinquent (1) 30 to 59 days, (2)
         60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent
       (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each
        case as of the Close of Business on the last day of the calendar month
preceding such Distribution Date and (D) REO Properties;      

                 (x)      the total number and cumulative principal balance of
       all Liquidated Mortgage Loans as of the Close of Business of the last
        day of the preceding Prepayment Period, prior to the reduction of each
principal balance to zero;                                    

                 (xi)     the total number and cumulative principal balance of
       all REO Properties as of the Close of Business of the last day of the
preceding Prepayment Period;                                  

             (xii)    the aggregate amount of Principal Prepayments in
     full, the aggregate amount of Principal Prepayments in part and Net
 Liquidation Proceeds made during the related Prepayment Period;

             (xiii)   the aggregate amount of Realized Losses incurred
   during the related Prepayment Period and the cumulative amount of
Realized Losses;                                              

             (xiv)    the aggregate amount of extraordinary Trust Fund
      expenses withdrawn from the Collection Account for such Distribution
Date;                                                         

               (xv)     the Certificate Principal Balance of each Class of
    Class A Certificates, each class of Mezzanine Certificates and the
        Class C Certificates, after giving effect to the distributions made on
such Distribution Date;                                       

                 (xvi)    the Monthly Interest Distributable Amount in respect
of each class of Class A Certificates, each class of Mezzanine
      Certificates and the Class C Certificates for such Distribution Date
       and the Unpaid Interest Shortfall Amount, if any, with respect to the
  Class A Certificates, the Mezzanine Certificates and the Class C
Certificates for such Distribution Date;                      

            (xvii)   the aggregate amount of any Prepayment Interest
     Shortfalls for such Distribution Date, to the extent not covered by
payments by the Master Servicer pursuant to Section 3.26;     

       (xviii)  the Credit Enhancement Percentage for such
Distribution Date;                                            

                (xix)    the Net WAC Rate Carryover Amount for each class of
        Class A Certificates and each class of Mezzanine Certificates, if any,
  for such Distribution Date and the amount remaining unpaid after
reimbursements therefor on such Distribution Date;            

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                 (xx)     amounts due, and the amounts received under each Cap
Contract;                                                     

         (xxi)    when the Stepdown Date, a Trigger Event or a
Sequential Trigger Event is in effect;                        

(xxii)   the Available Funds;               

                 (xxiii)  the respective Pass-Through Rates applicable to each
         Class of Class A Certificates, each Class of Mezzanine Certificates and
the Class C Certificates for such Distribution Date and the   
        Pass-Through Rate applicable to each Class of Class A Certificates and
     each class of Mezzanine Certificates for the immediately succeeding
Distribution Date;                                            

                  (xxiv)   (A) the amount of payments received related to claims
    under the PMI Policy during the related Prepayment Period (and the
      number of Mortgage Loans to which such payments related) and (B) the
        cumulative amount of payments received related to claims under the PMI
    Policy since the Closing Date (and the number of Mortgage Loans to
which such payments related);                                 

               (xxv)    (A) the dollar amount of claims made under the PMI
         Policy that were denied during the Prepayment Period (and the number of
         Mortgage Loans to which such denials related) and (B) the dollar amount
     of the cumulative claims made under the PMI Policy that were denied
        since the Closing Date (and the number of Mortgage Loans to which such
denials related);                                             

                  (xxvi)   the amount on deposit in the Pre-Funding Accounts and
the Net WAC Rate Carryover Reserve Account; and               

               (xxvii)  for the distribution occurring on the Distribution
       Date immediately following the end of the Funding Period, the balance
   on deposit in the Group I Pre-Funding Account and/or the Group II
         Pre-Funding Account that has not been used to purchase Subsequent Group
I Mortgage Loans and/or Subsequent Group II Mortgage Loans, as
  applicable, and that is being distributed to the related Class A
        Certificates as a mandatory distribution of principal, if any, on such
Distribution Date.                                            

                 The Trustee will make such statement (and, at its option, any
additional files containing the same information in an alternative format)      
available each month to Certificateholders, the NIMS Insurer and the Rating     
Agencies via the Trustee's internet website. The Trustee's internet website     
shall initially be located at "www.ctslink.com". Assistance in using the website
can be obtained by calling the Trustee's customer service desk at (301)         
815-6600. Parties that are unable to use the above distribution option 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 such 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. As a condition to access the Trustee's internet     
website, the Trustee may require registration and the acceptance of a           
disclaimer. The Trustee will not be liable for the                              

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dissemination of information in accordance with this Agreement. The Trustee     
shall also be entitled to rely on but shall not be responsible for the content  
or accuracy of any information provided by third parties for purposes of        
preparing the distribution date statement and may affix thereto any disclaimer  
it deems appropriate in its reasonable discretion (without suggesting liability 
on the part of any other party thereto).                                        

               In the case of information furnished pursuant to subclauses
(i) through (iii) above, the amounts shall be expressed in a separate section of
the report as a dollar amount for each Class for each $1,000 original dollar    
amount as of the Cut-off Date.                                                  

                (b)      Within a reasonable period of time after the end of
each calendar year, the Trustee shall, upon written request, furnish to the NIMS
Insurer and each Person who at any time during the calendar year was a          
Certificateholder of a Regular Certificate, if requested in writing by such     
Person, such information as is reasonably necessary to provide to such Person a 
statement containing the information set forth in subclauses (i) through (iii)  
above, aggregated for such calendar year or applicable portion thereof during   
which such Person was a Certificateholder. Such obligation of the Trustee shall 
be deemed to have been satisfied to the extent that substantially comparable    
information shall be prepared and furnished by the Trustee to Certificateholders
pursuant to any requirements of the Code as are in force from time to time.     

                 (c)      On each Distribution Date, the Trustee shall forward
to the NIMS Insurer and the Residual Certificateholders a copy of the reports   
forwarded to the Regular Certificateholders in respect of such Distribution Date
with such other information as the Trustee deems necessary or appropriate.      

                (d)      Within a reasonable period of time after the end of
each calendar year, the Trustee shall deliver to the NIMS Insurer and each      
Person who at any time during the calendar year was a Residual                  
Certificateholder, if requested in writing by such Person, such information as  
is reasonably necessary to provide to such Person a statement containing the    
information provided pursuant to the previous paragraph aggregated for such     
calendar year or applicable portion thereof during which such Person was a      
Residual Certificateholder. Such obligation of the Trustee shall be deemed to   
have been satisfied to the extent that substantially comparable information     
shall be prepared and furnished to Certificateholders by the Trustee pursuant to
any requirements of the Code as from time to time in force.                     

   SECTION 4.04.     Remittance Reports; Advances.

      (a)      On the second Business Day following each
Determination Date but in no event later than the earlier of (i) such date which
would allow the indenture trustee to submit a claim to the NIMS Insurer under   
the Indenture so as to allow a timely payment by the NIMS Insurer under the     
insurance policy related to the notes insured by the NIMS Insurer and (ii) the  
20th day of each month (or if such 20th day is not a Business Day, the preceding
Business Day), the Master Servicer shall deliver to the Trustee and the NIMS    
Insurer by telecopy or electronic mail (or by such other means as the Master    
Servicer and the Trustee may agree from time to time) a Remittance Report with  
respect to the related Distribution Date. Not later than the 20th day of each   
month (or if such 20th day is not a Business Day, the preceding Business Day),  
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                                          

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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 to prepare the statements to Certificateholders contemplated by
Section 4.03. 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, subject to Section 4.04(d), 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 3.23 for distribution on such          
Distribution Date.                                                              

               (c)      On or before 1:00 p.m. 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 4.04, 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 used by the Master Servicer to make an 
Advance as permitted in the preceding sentence or withdrawn by the Master       
Servicer as permitted in Section 3.11(a)(ii) in reimbursement of Advances       
previously made 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 Funds 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 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 or reimburse for     
previously made Advances. The Trustee will provide notice to the NIMS Insurer   
and the Master Servicer by telecopy by the Close of Business on any Master      
Servicer Remittance Date 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, as set forth in  
the related Remittance Report.                                                  

               (d)      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.                                                               

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                (e)      Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by the      
Master Servicer if such Advance or Servicing 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 or Servicing Advance,
if made, would constitute a Nonrecoverable Advance, shall be evidenced by an    
Officers' Certificate of the Master Servicer delivered to the NIMS Insurer, the 
Depositor and the Trustee.                                                      

SECTION 4.05.     Pre-Funding Accounts.     

              (a)      No later than the Closing Date, the Trustee shall
establish and maintain two segregated trust accounts that are each Eligible     
Accounts, which shall be titled "Group I Pre-Funding Account, Wells Fargo Bank, 
N.A., as trustee for the registered holders of Option One Mortgage Loan Trust   
2005-1, Asset-Backed Certificates, Series 2005-1" (the "Group I Pre-Funding     
Account") and "Group II Pre-Funding Account, Wells Fargo Bank, N.A., as trustee 
for the registered holders of Option One Mortgage Loan Trust 2005-1,            
Asset-Backed Certificates, Series 2005-1" (the "Group II Pre-Funding Account"). 
The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding 
Account and retain therein the Original Group I Pre-Funded Amount and the       
Original Group II Pre-Funded Amount, as applicable, remitted on the Closing Date
to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts    
shall be held in trust by the Trustee for the Certificateholders for the uses   
and purposes set forth herein.                                                  

           (b)      The Trustee will invest funds deposited in the
Pre-Funding Accounts as directed by the Master Servicer in Permitted Investments
with a maturity date (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 or an Affiliate  
manages or advises such investment, (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 or an Affiliate manages or advises such investment or (iii)      
within one Business Day of the Trustee's receipt thereof. For federal income tax
purposes, the Master Servicer shall be the owner of the Pre-Funding Accounts and
shall report all items of income, deduction, gain or loss arising therefrom. All
income and gain realized from investment of funds deposited in the Group I      
Pre-Funding Account and the Group II Pre-Funding Account shall be transferred to
the Depositor or its designee, as applicable, at the following times: (i) on the
Business Day immediately preceding each Distribution Date, if a Person other    
than the Trustee or an Affiliate of the Trustee manages or advises such         
investment, or on each Distribution Date, if the Trustee or an Affiliate of the 
Trustee manages or advises such investment, (ii) on the Business Day immediately
preceding each Subsequent Transfer Date, if a Person other than the Trustee or  
an Affiliate of the Trustee manages or advises such investment, or on each      
Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages 
or advises such investment or (iii) within one Business Day of the Trustee's    
receipt thereof. The Master Servicer shall deposit in the Pre-Funding Accounts  
the amount of any net loss incurred in respect of any such Permitted Investment 
immediately upon realization of such loss without any right of reimbursement    
therefor. At no time will the Pre-Funding Accounts be assets of any REMIC       
created hereunder.                                                              

                 (c)      Amounts on deposit in the Pre-Funding Accounts shall
be withdrawn by the Trustee as follows:                                         

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               (i)      On any Subsequent Transfer Date, the Trustee shall
withdraw from the Group I Pre-Funding Account or the Group II 
    Pre-Funding Account, as applicable, an amount equal to 100% of the
       Stated Principal Balances of the Subsequent Group I Mortgage Loans or
        the Subsequent Group II Mortgage Loans, as applicable, transferred and
  assigned to the Trustee for deposit in the Mortgage Pool on such
      Subsequent Transfer Date and pay such amount to or upon the order of
        the Depositor upon satisfaction of the conditions set forth in Section
2.08 with respect to such transfer and assignment;            

                 (ii)     If the amount on deposit in the Pre-Funding Accounts
      (exclusive of investment income) has not been reduced to zero during
         the Funding Period, on the day immediately following the termination of
     the Funding Period, the Trustee shall deposit into the Distribution
         Account any amounts remaining in the Pre-Funding Accounts (exclusive of
  investment income) for distribution in accordance with the terms
hereof;                                                       

                (iii)    To withdraw any amount not required to be deposited
in the Pre-Funding Accounts or deposited therein in error; and

                 (iv)     To clear and terminate the Pre-Funding Accounts upon
         the earlier to occur of (A) the Distribution Date immediately following
the end of the Funding Period and (B) the termination of this 
        Agreement, with any amounts remaining on deposit therein being paid to
   the Holders of the Certificates then entitled to distributions in
respect of principal.                                         

                Withdrawals pursuant to clauses (i), (ii) and (iii) shall be
treated as contributions of cash to REMIC 1 on the date of withdrawal.          

SECTION 4.06.     [Reserved].               

        SECTION 4.07.     Distributions on the REMIC Regular
  Interests.

With respect to the Group I Mortgage Loans: 

             (A)(1)(i) to the Holders of REMIC 1 Regular Interest LT1,
       REMIC 1 Regular Interest LT1PF and REMIC 1 Regular Interest LTP in an
        amount equal to (A) the Uncertificated Accrued Interest for each REMIC
        1 Regular Interest for such Distribution Date, plus (B) any amounts in
        respect thereof remaining unpaid from previous Distribution Dates; and

               (ii)     to the Holders of REMIC 1 Regular Interest LTP, on
   the Distribution Date immediately following the expiration of the
 latest Prepayment Charge as identified on the Prepayment Charge
  Schedule or any Distribution Date thereafter until $100 has been
distributed pursuant to this clause;                          

               (2)      to the Holders of REMIC 1 Regular Interest LT1 and
       REMIC 1 Regular Interest LTPF, in an amount equal to the remainder of
        the Available Funds for such Distribution Date after the distributions
made pursuant to clause (1) above, allocated as follows:      

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                  (a)      to the Holders of REMIC 1 Regular Interest LT1, until
         the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1 is
reduced to zero;                                              

              (b)      to the Holders of REMIC 1 Regular Interest LT1PF,
        until the Uncertificated Principal Balance of REMIC 1 Regular Interest
LT1PF is reduced to zero; and                                 

               (c)      any remaining amount to the Holders of the Class R
Certificates (in respect of the Class R-1 Interest).          

With respect to the Group II Mortgage Loans:

               (3)      to the Holders of REMIC 1 Regular Interest LT2 and
REMIC 1 Regular Interest LT2PF in an amount equal to (A) the  
       Uncertificated Accrued Interest for each REMIC 1 Regular Interest for
 such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;            

               (4)      to the Holders of REMIC 1 Regular Interest LT2 and
        REMIC 1 Regular Interest LT2PF, in an amount equal to the remainder of
        the Available Funds for such Distribution Date after the distributions
made pursuant to clause (1) above, allocated as follows:      

                         (a)      to the Holders of REMIC 1 Regular Interest
              LT2, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT2 is reduced to zero;    

                         (b)      to the Holders of REMIC 1 Regular Interest
                LT2PF, until the Uncertificated Principal Balance of REMIC 1
  Regular Interest LT2PF is reduced to zero; and

                         (c)      any remaining amount to the Holders of the
                Class R Certificates (in respect of the Class R-1 Interest).

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment 
Period will be distributed by REMIC 1 to the Holders of REMIC 1 Regular Interest
LTP. The payment of the foregoing amounts to the Holders of REMIC 1 Regular     
Interest LTP shall not reduce the Uncertificated Principal Balance thereof.     

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

                 (i)      first, to Holders of REMIC 2 Regular Interest LT2AA,
         REMIC 2 Regular Interest LT2A1A, REMIC 2 Regular Interest LT2A1B, REMIC
   2 Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2
         Regular Interest LT2A4, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular
Interest LT2M2, REMIC 2 Regular Interest                      

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        LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5,
         REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2
         Regular Interest LT2M8, REMIC 2 Regular Interest LT2M9, REMIC 2 Regular
   Interest LT2ZZ and REMIC 2 Regular Interest LT2P, pro rata, in an
  amount equal to (A) the Uncertificated Accrued Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates. Amounts payable as   
        Uncertificated Accrued Interest in respect of REMIC 2 Regular Interest
         LT2ZZ shall be reduced and deferred when the REMIC 2 Overcollateralized
         Amount is less than the REMIC 2 Overcollateralization Target Amount, by
     the lesser of (x) the amount of such difference and (y) the Maximum
        LT2ZZ Uncertificated Interest Deferral Amount and such amount shall be
   payable to the Holders of REMIC 2 Regular Interest LT2A1, REMIC 2
         Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular
 Interest LT2A4, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular
 Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular
 Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular
 Interest LT2M6, REMIC 2 Regular Interest LT2M7, REMIC 2 Regular
Interest LT2M8 and REMIC 2 Regular Interest LT2M9 in the same 
         proportion as the Overcollateralization Increase Amount is allocated to
         the Corresponding Certificates and the Uncertificated Principal Balance
      of REMIC 2 Regular Interest LT2ZZ shall be increased by such amount;

                  (ii)     to Holders of REMIC 2 Regular Interest LT2SUB1, REMIC
       2 Regular Interest LT2GRP1, REMIC 2 Regular Interest LT2SUB2, REMIC 2
        Regular Interest LT2GRP2 and REMIC 2 Regular Interest LT2XX, pro rata,
        in an amount equal to (A) the Uncertificated Accrued Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates;                      

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

                           (a)      98.00% of such remainder (other than amounts
              payable under clause (c) below), to the Holders of REMIC 2
             Regular Interest LT2AA and REMIC 2 Regular Interest LT2P,
              until the Uncertificated Principal Balance of such REMIC 2
                Regular Interest is reduced to zero, provided, however, that
                REMIC 2 Regular Interest LT2P shall not be reduced until the
                 Distribution Date immediately following the expiration of the
            latest Prepayment Charge as identified on the Prepayment
                 Charge Schedule or any Distribution Date thereafter, at which
             point such amount shall be distributed to REMIC 2 Regular
              Interest LT2P, until $100 has been distributed pursuant to
this clause;                                

                          (b)      2.00% of such remainder (other than amounts
             payable under clause (c) below), first, to the Holders of
             REMIC 2 Regular Interest LT2A1A, REMIC 2 Regular Interest
           LT2A1A, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular
                  Interest LT2A3 REMIC 2 Regular Interest LT2A4, REMIC 2 Regular
           Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2
                 Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC
             2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6,
   REMIC 2 Regular Interest LT2M7, REMIC 2 Regular

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               Interest LT2M8 and REMIC 2 Regular Interest LT2M9, 1.00% of
         and, in the same proportion as principal payments are
          allocated to the Corresponding Certificates, until the
             Uncertificated Principal Balances of such REMIC 2 Regular
               Interests are reduced to zero and second, to the Holders of
                  REMIC 2 Regular Interest LT2ZZ, 1.00% of such remainder, until
                  the Uncertificated Balance of such REMIC 2 Regular Interest is
reduced to zero; and                        

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

    provided, however, that (i) 98.00% and (ii) 2.00% of any principal
      payments that are attributable to an Overcollateralization Reduction
      Amount shall be allocated to Holders of (i) REMIC 2 Regular Interest
         LT2AA and REMIC 2 Regular Interest LT2P, in that order and (ii) REMIC 2
     Regular Interest LT2ZZ, respectively; provided that REMIC 2 Regular
Interest LT2P shall not be reduced until the Distribution Date
         immediately following the expiration of the latest Prepayment Charge as
       identified on the Prepayment Charge Schedule or any Distribution Date
        thereafter, at which point such amount shall be distributed to REMIC 2
         Regular Interest LT2P, until $100 has been distributed pursuant to this
clause;                                                       

               (iv)     to the Holders of REMIC 2 Regular Interests, in an
 amount equal to the remainder of the REMIC 2 Sub WAC Allocation
    Percentage of Available Funds for such Distribution Date after the
distributions made pursuant to clause (i) above, such that    
      distributions of principal shall be deemed to be made to the REMIC 2
      Regular Interests first, so as to keep the Uncertificated Balance of
       each REMIC 2 Regular Interest ending with the designation "GRP" equal
    to 0.01% of the aggregate Stated Principal Balance of the Mortgage
  Loans in the related Loan Group; second, to each REMIC 2 Regular
        Interest ending with the designation "SUB," so that the Uncertificated
        Balance of each such REMIC 2 Regular Interest is equal to 0.01% of the
      excess of (x) the aggregate Stated Principal Balance of the Mortgage
  Loans in the related Loan Group over (y) the current Certificate
        Principal Balance of the Class A Certificate in the related Loan Group
(except that if any such excess is a larger number than in the
       preceding distribution period, the least amount of principal shall be
     distributed to such REMIC 2 Regular Interests such that the REMIC 2
     Subordinated Balance Ratio is maintained); and third, any remaining
principal to REMIC 2 Regular Interest LT2XX; and              

                (v)      Notwithstanding the distributions described in this
      Section 4.07, distribution of funds shall be made only in accordance
with Section 4.01.                                            

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment 
Period will be distributed by REMIC 2 to the Holders of REMIC 2 Regular Interest
LT2P. The payment of the foregoing amounts to the Holders of REMIC 2 Regular    
Interest LT2P shall not reduce the Uncertificated Principal Balance thereof.    

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    SECTION 4.08.     Allocation of Realized Losses.

                (a)      All Realized Losses on the Mortgage Loans allocated
to any Regular Certificate shall be allocated by the Trustee on each            
Distribution Date as follows: first, as provided in Section 1.03, to the        
interest accrued on the Class C Certificates after the allocation thereto of    
certain interest shortfalls as provided in Section 1.03; second, to the Class C 
Certificates (determined for purposes of this section 4.08 as the amount by     
which (A) the aggregate Uncertificated Balance of the REMIC I Regular Interests 
immediately preceding such Distribution Date exceed (B) the aggregate           
Certificate Principal Balances of the Class A Certificates, the Mezzanine       
Certificates and the Class P Certificates immediately preceding such            
Distribution Date), until the Certificate Principal Balance thereof has been    
reduced to zero; third, to the Class M-9 Certificates, until the Certificate    
Principal Balance thereof has been reduced to zero; fourth, to the Class M-8    
Certificates, until the Certificate Principal Balance thereof has been reduced  
to zero; fifth, to the Class M-7 Certificates, until the Certificate Principal  
Balance thereof has been reduced to zero; sixth, to the Class M-6 Certificates, 
until the Certificate Principal Balance thereof has been reduced to zero;       
seventh, to the Class M-5 Certificates, until the Certificate Principal Balance 
thereof has been reduced to zero, eighth, to the Class M-4 Certificates, until  
the Certificate Principal Balance thereof has been reduced to zero, ninth, to   
the Class M-3 Certificates, until the Certificate Principal Balance thereof has 
been reduced to zero, tenth, to the Class M-2 Certificates, until the           
Certificate Principal Balance thereof has been reduced to zero, eleventh, to the
Class M-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero and twelfth, with respect to any remaining Realized Losses on   
the Group I Mortgage Loans, to the Class A-1B Certificates, until the           
Certificate Principal Balance thereof has been reduced to zero. All Realized    
Losses to be allocated to the Certificate Principal Balances of all Classes on  
any Distribution Date shall be so allocated after the actual distributions to be
made on such date as provided above. All references above to the Certificate    
Principal Balance of any Class of Certificates shall be to the Certificate      
Principal Balance of such Class immediately prior to the relevant Distribution  
Date, before reduction thereof by any Realized Losses, in each case to be       
allocated to such Class of Certificates, on such Distribution Date.             

                Any allocation of Realized Losses to a Mezzanine Certificate
or a Class A-1B Certificate on any Distribution Date shall be made by reducing  
the Certificate Principal Balance thereof by the amount so allocated; any       
allocation of Realized Losses to a Class C Certificate shall be made by reducing
the amount otherwise payable in respect thereof pursuant to Section 4.01(d)(xx).
No allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class A Certificates or the Class P Certificates.               

              (b)      All Realized Losses on the Group I Mortgage Loans
shall be allocated by the Trustee on each Distribution Date to the REMIC 1      
Regular Interest LT1 and REMIC 1 Regular Interest LT1PF until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest has been reduced to     
zero; provided however, with respect to the first Distribution Date, all        
Realized Losses on the Initial Group I Mortgage Loans shall be allocated to     
REMIC 1 Regular Interest LT1 until the Uncertificated Principal Balance of each 
such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses 
on the Subsequent Group I Mortgage Loans shall be allocated to REMIC 1 Regular  
Interest LT1PF until the Uncertificated Principal Balance thereof has been      
reduced to zero. All Realized Losses on the Group II Mortgage Loans shall be    
allocated by the Trustee on each Distribution Date to the REMIC 1               

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Regular Interest LT2 and REMIC 1 Regular Interest LT2PF until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest has been reduced to     
zero; provided however, with respect to the first Distribution Date, all        
Realized Losses on the Initial Group II Mortgage Loans shall be allocated to    
REMIC 1 Regular Interest LT2 until the Uncertificated Principal Balance of each 
such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses 
on the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1 Regular 
Interest LT2PF until the Uncertificated Principal Balance thereof has been      
reduced to zero.                                                                

              (c)      (i) The REMIC 2 Marker Percentage of all Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on each          
Distribution Date to the following REMIC 2 Regular Interests in the specified   
percentages, as follows: first, to Uncertificated Accrued Interest payable to   
the REMIC 2 Regular Interest LT2AA and REMIC 2 Regular Interest LT2ZZ up to an  
aggregate amount equal to the REMIC 2 Interest Loss Allocation Amount, 98% and  
2%, respectively; second, to the Uncertificated Principal Balances of the REMIC 
2 Regular Interest LT2AA and REMIC 2 Regular Interest LT2ZZ up to an aggregate  
amount equal to the REMIC 2 Principal Loss Allocation Amount, 98% and 2%,       
respectively; third, to the Uncertificated Principal Balances of REMIC 2 Regular
Interest LT2AA, REMIC 2 Regular Interest LT2M9 and REMIC 2 Regular Interest     
LT2ZZ, 98%, 1.00% and 1.00%, respectively, until the Uncertificated Principal   
Balance of REMIC 2 Regular Interest LT2M9 has been reduced to zero; fourth, to  
the Uncertificated Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC 2
Regular Interest LT2M8 and REMIC 2 Regular Interest LT2ZZ, 98%, 1.00%, and 1%,  
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular     
Interest LT2M8 has been reduced to zero; fifth, to the Uncertificated Principal 
Balances of REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest LT2M7 and  
REMIC 2 Regular Interest LT2ZZ, 98%, 1.00%, and 1%, respectively, until the     
Uncertificated Principal Balance of REMIC 2 Regular Interest LT2M7 has been     
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 2     
Regular Interest LT2AA, REMIC 2 Regular Interest LT2M6 and REMIC 2 Regular      
Interest LT2ZZ, 98%, 1.00%, and 1%, respectively, until the Uncertificated      
Principal Balance of REMIC 2 Regular Interest LT2M6 has been reduced to zero;   
seventh, to the Uncertificated Principal Balances of REMIC 2 Regular Interest   
LT2AA, REMIC 2 Regular Interest LT2M5 and REMIC 2 Regular Interest LT2ZZ, 98%,  
1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2  
Regular Interest LT2M5 has been reduced to zero; eighth, to the Uncertificated  
Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest  
LT2M4 and REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%, respectively, until   
the Uncertificated Principal Balance of REMIC 2 Regular Interest LT2M4 has been 
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2     
Regular Interest LT2AA, REMIC 2 Regular Interest LT2M3 and REMIC 2 Regular      
Interest LT2ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LT2M3 has been reduced to zero; tenth, to   
the Uncertificated Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC 2
Regular Interest LT2M2 and REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%,      
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular     
Interest LT2M2 has been reduced to zero; eleventh, to the Uncertificated        
Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest  
LT2M1 and REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%, respectively, until   
the Uncertificated Principal Balance of REMIC 2 Regular Interest LT2M1 has been 
reduced to zero and twelfth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LT2AA, REMIC 2 Regular Interest LT2A1B and REMIC 2 Regular     
Interest LT2ZZ, 98%, 1% and 1%, respectively, until                             

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the Uncertificated Principal Balance of REMIC 2 Regular Interest LT2A1B has been
reduced to zero                                                                 

             (ii)     The REMIC 2 Sub WAC Allocation Percentage of all
         Realized Losses shall be applied after all distributions have been made
   on each Distribution Date first, so as to keep the Uncertificated
    Principal Balance of each REMIC 2 Regular Interest ending with the
    designation "GRP" equal to 0.01% of the aggregate Stated Principal
     Balance of the Mortgage Loans in the related Loan Group; second, to
     each REMIC 2 Regular Interest ending with the designation "SUB," so
        that the Uncertificated Principal Balance of each such REMIC 2 Regular
      Interest is equal to 0.01% of the excess of (x) the aggregate Stated
        Principal Balance of the Mortgage Loans in the related Loan Group over
(y) the current Certificate Principal Balance of the Class A  
       Certificate in the related Loan Group (except that if any such excess
         is a larger number than in the preceding distribution period, the least
    amount of Realized Losses shall be applied to such REMIC 2 Regular
Interests such that the REMIC 2 Subordinated Balance Ratio is 
maintained); and third, any remaining Realized Losses shall be
allocated to REMIC 2 Regular Interest LT2XX.                  

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 ARTICLE V

THE CERTIFICATES

SECTION 5.01.     The Certificates.         

                 Each of the Class A Certificates, the Mezzanine Certificates,
the Class P Certificates, the Class C Certificates and the Residual 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 order of the Depositor concurrently with the sale and assignment to the
Trustee of the Trust Fund. The Class A Certificates and the Mezzanine           
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 $1.00 in excess thereof, except 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     
Notional Amount of such Class on the Closing Date. The Class P Certificates, the
Class C Certificates and the Residual Certificates are issuable in any          
Percentage Interests; PROVIDED, HOWEVER, that the sum of all such percentages   
for each such Class totals 100% and no more than ten Certificates of each Class 
may be issued and outstanding at any one time.                                  

                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 Class A Certificates   
and the Mezzanine Certificates shall be Book-Entry Certificates. The other      
Classes of Certificates shall not 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 Residual 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               

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the designated transferee or transferees, one or more new Certificates of the   
same aggregate Percentage Interest.                                             

                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.
In addition, (i) with respect to each Class R Certificate, the holder thereof   
may exchange, in the manner described above, such Class R Certificate for three 
separate certificates, each representing such holder's respective Percentage    
Interest in the Class R-1 Interest, the Class R-2 Interest and the Class R-3    
Interest, respectively, in each case that was evidenced by the Class R          
Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
the holder thereof may exchange, in the manner described above, such Class R-X  
Certificate for two separate certificates, each representing such holder's      
respective Percentage Interest in the Class R-4 Interest and the Class R-5      
Interest, respectively, in each case that was evidenced by the Class R-X        
Certificate being exchanged.                                                    

           (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                                                    

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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 or (ii) after the occurrence of a     
Master Servicer Event of Termination, the Certificate Owners of the Book-Entry  
Certificates representing Percentage Interests of such Classes aggregating not  
less than 51% advise the Trustee and Depository through the Financial           
Intermediaries and the Depository Participants in writing that 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 Master Servicer'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)      No transfer, sale, pledge or other disposition of any
Class C Certificate, Class P Certificate or Residual 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 (other than in connection with (i) the initial       
transfer of any such Certificate by the Depositor to an affiliate of the        
Depositor, (ii) the transfer of any such Class CE or Class P Certificate to the 
issuer under the Indenture or the indenture trustee under the Indenture or (iii)
a transfer of any such Class CE or Class P Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an   
Affiliate of the Depositor), the Trustee and the Certificate Registrar shall    
each require receipt of: (I)(i) if such transfer is purportedly being made in   
reliance upon Rule 144A (as evidenced by the investment letter delivered to the 
Trustee, in substantially the form attached hereto as Exhibit J) under the 1933 
Act and (ii) in all other cases, an Opinion of Counsel satisfactory to it that  
such transfer may be made without such registration (which Opinion of Counsel   
shall not be an expense of the Depositor, the Trustee, the Master Servicer, in  
its capacity as such, or the Trust Fund), together with copies of the written   
certification(s) of the Certificateholder desiring to effect the transfer and/or
such Certificateholder's prospective transferee upon which such Opinion of      
Counsel is based, if any; or (II) the Trustee shall require the transferor to   
execute a transferor certificate (in substantially the form attached hereto as  
Exhibit L) and the transferee to execute an investment letter (in substantially 
the form attached hereto as Exhibit J) 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. The Holder of a 
Class C Certificate, Class P Certificate or Residual Certificate desiring to    
effect such transfer shall, and does hereby agree to, indemnify                 

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the Trustee and the Depositor against any liability that may result if the      
transfer is not so exempt or is not made in accordance with such federal and    
state laws.                                                                     

                No transfer of a Class C Certificate, Class P Certificate or
Residual Certificate or any interest therein shall be made to any 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 acquiring such Certificates with "Plan 
Assets" of a Plan within the meaning of the Department of Labor regulation      
promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets"), as certified by such   
transferee in the form of Exhibit M, unless the Trustee is provided with an     
Opinion of Counsel for the benefit of the Depositor, the Trustee and the Master 
Servicer and upon which they may rely, which establishes to the satisfaction of 
the Trustee that the purchase of such Certificates is permissible under         
applicable law, will not constitute or result in any non-exempt prohibited      
transaction under ERISA or Section 4975 of the Code and will not subject the    
Depositor, the Master Servicer, the Trustee or the Trust Fund to any obligation 
or liability (including obligations or liabilities under ERISA or Section 4975  
of the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Depositor, the Master Servicer, the      
Trustee or the Trust Fund. Neither an Opinion of Counsel nor any certification  
shall be required in connection with (i) the initial transfer of any such       
Certificate by the Depositor to an affiliate of the Depositor, (ii) the transfer
of any such Certificate to the issuer under the Indenture or the indenture      
trustee under the Indenture or (iii) a transfer of any such Certificate from the
issuer under the Indenture or the indenture trustee under the Indenture to the  
Depositor or an Affiliate of the Depositor (in which case such transferee shall 
be deemed to have represented that it is not purchasing with Plan Assets) and   
the Trustee shall be entitled to conclusively rely upon a representation (which,
upon the request of the Trustee, shall be a written representation) from the    
Depositor of the status of such transferee as an affiliate of the Depositor.    

                Each Transferee of a Mezzanine Certificate will be deemed to
have represented by virtue of its purchase or holding of such Certificate (or   
interest therein) that either (a) such Transferee is not a Plan or purchasing   
such Certificate with Plan Assets, (b) it has acquired and is holding such      
Certificate in reliance on Prohibited Transaction Exemption ("PTE") 90-59, 55   
Fed. Reg. 36724, as amended by PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002)
(the "Exemption"), and that it understands that there are certain conditions to 
the availability of the Exemption including that such Certificate must be rated,
at the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating  
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                      

              If any Mezzanine Certificate, Class C Certificate, Class P
Certificate or Residual Certificate or any interest therein is acquired or held 
in violation of the provisions of the two preceding paragraphs, the next        
preceding permitted beneficial owner will be treated as the beneficial owner of 
that Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such  
Certificate or interest therein was effected in violation of the provisions of  
the preceding two paragraphs shall indemnify and hold harmless the Depositor,   
the Master Servicer, the NIMS Insurer, the Trustee                              

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and the Trust from and against any and all liabilities, claims, costs or        
expenses incurred by those parties as a result of that acquisition or holding.  

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

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

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

            (iii)    In connection with any proposed transfer of any
      Ownership Interest in a Residual 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 K 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 Residual 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)      a 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
Residual Certificates.                      

                 (iv)     Any attempted or purported transfer of any Ownership
      Interest in a Residual 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
Residual Certificate, then the prior Holder of such Residual  
       Certificate that is a Permitted Transferee shall, upon discovery that
      the registration of transfer of such Residual 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
      Residual Certificate. The Trustee shall be under no liability to any
        Person for any registration of transfer of a Residual Certificate that
is in fact not permitted by this Section or for making any    
         distributions due on such Residual Certificate to the Holder thereof or
taking any other action with respect to such Holder under the 
  provisions of this Agreement so long as the Trustee received the
       documents specified in clause (iii). The Trustee shall be entitled to
        recover from any Holder of a Residual Certificate that was in fact not
     a Permitted Transferee at the time such distributions were made all
         distributions made on such Residual Certificate. Any such distributions
so recovered by the Trustee shall be                          

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      distributed and delivered by the Trustee to the prior Holder of such
Residual Certificate that is a Permitted Transferee.          

            (v)      If any Person other than a Permitted Transferee
        acquires any Ownership Interest in a Residual 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
       Residual Certificate or any other Person having an Ownership Interest
  therein, to notify the Depositor to arrange for the sale of such
     Residual 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
         Residual Certificate that is a Permitted Transferee, except that in the
    event that the Trustee determines that the Holder of such Residual
        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 Residual
Certificate as a result of its exercise of such discretion.   

            (vi)     If any Person other than a Permitted Transferee
        acquires any Ownership Interest in a Residual 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 and the NIMS Insurer, in form and substance            
satisfactory to the Trustee and the NIMS Insurer, (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 created 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 canceled 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, the NIMS Insurer and the Certificate
Registrar such security or indemnity as may be required by them to save each of 
them                                                                            

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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 NIMS
Insurer, the Certificate Registrar, any Paying Agent and any agent of the Master
Servicer, the Depositor, the Trustee, the NIMS Insurer, 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 
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.                                                                   

  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          
Collection Account pursuant to Section 3.11(a) 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 NIMS      
Insurer.                                                                        

               (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.                                  

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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 Master Servicer 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 or the Depositor nor any of the
directors or officers or employees or agents of the Master Servicer or the      
Depositor 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 or the Depositor in good faith pursuant to this Agreement, or   
for errors in judgment; PROVIDED, HOWEVER, that this provision shall not protect
the Master Servicer, the Depositor 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 the        
Depositor, as the case may be, or by reason of its reckless disregard of its    
obligations and duties of the Master Servicer or the Depositor, as the case may 
be, 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 preceding sentence shall not limit the obligations of the    
Master Servicer pursuant to Section 8.05. 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 the    
Depositor, and any director or officer or employee or agent of the Master       
Servicer or the Depositor, 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                                                                

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or by reason of its reckless disregard of obligations and duties hereunder. The 
Master Servicer or the Depositor may undertake any such action which it may deem
necessary or desirable in respect of this Agreement, and the rights and duties  
of the parties hereto and the interests of the Certificateholders hereunder. In 
such event, unless the Depositor or the Master Servicer acts without the consent
of Holders of Certificates entitled to at least 51% of the Voting Rights, 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 from the Collection Account
as and to the extent provided in Section 3.11, any such right of reimbursement  
being prior to the rights of the Certificateholders to receive any amount in the
Collection Account. 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. Without limiting the      
foregoing, the Master Servicer shall undertake to defend any claims against the 
Trust Fund, the Trustee and/or itself initiated by a Borrower or otherwise      
related to the servicing of any Mortgage Loan.                                  

                The Master Servicer (except the Trustee if it is required to
succeed the Master Servicer hereunder) indemnifies and holds the Trustee, the   
Depositor, the NIMS Insurer and each Certificateholder harmless against any and 
all claims, losses, penalties, fines, forfeitures, reasonable legal fees and    
related costs, judgments, and any other costs, fees and expenses that the       
Trustee, the Depositor, the NIMS Insurer and any Certificateholder may sustain  
in any way related to the failure of the Master Servicer to perform its duties  
and service the Mortgage Loans in compliance with the terms of this Agreement.  
The Master Servicer shall immediately notify the Trustee, the Depositor, the    
NIMS Insurer and each Certificateholder if a claim is made that may result in   
such claims, losses, penalties, fines, forfeitures, legal fees or related costs,
judgments, or any other costs, fees and expenses, and the Master Servicer shall 
assume (with the consent of the Trustee) the defense of any such claim and pay  
all expenses in connection therewith, including reasonable counsel fees, and    
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against the Master Servicer, the Trustee, the Depositor, the NIMS Insurer and/or
Certificateholder in respect of such claim. The provisions of this paragraph    
shall survive the termination of this Agreement and the payment of the          
outstanding Certificates.                                                       

    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 servicer to the    
Trustee and the NIMS Insurer in writing and such proposed successor servicer is 
reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating   
Agency shall have delivered a letter to                                         

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the Trustee and the NIMS Insurer prior to the appointment of the successor      
servicer stating that the proposed appointment of such successor servicer as    
Master Servicer hereunder will not result in the reduction or withdrawal of the 
then current rating of the Certificates; PROVIDED, HOWEVER, that no such        
resignation by the Master Servicer shall become effective until such successor  
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, with the consent of the NIMS Insurer, a successor 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 pursuant to clause (i) above shall be evidenced by an Opinion of       
Counsel to such effect delivered to the Trustee and the NIMS Insurer. 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 and  
the NIMS Insurer.                                                               

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. 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. Except as provided in Section 3.02, no such delegation is permitted that  
results in the delegee subservicing any Mortgage Loans. The Master Servicer     
shall provide the Trustee and the NIMS Insurer 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.        

SECTION 6.06.     [Reserved].               

SECTION 6.07.     Inspection.               

                 The Master Servicer, in its capacity as Originator and Master
Servicer, shall afford the Trustee and the NIMS Insurer, upon reasonable advance
notice, during normal business hours, access to all records maintained by the   
Master Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request, 
the Master Servicer shall furnish to the Trustee and the NIMS Insurer its most  
recent publicly available financial statements and such other information       
relating to its capacity to perform its obligations under this Agreement.       

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 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; 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 one Business Day after the date upon which written
        notice of such failure shall have been given to the Master Servicer by
       the Trustee or to the Trustee by the NIMS Insurer or any Holders of a
      Regular Certificate evidencing at least 25% of the Voting Rights; or

           (ii)     The failure by the Master Servicer to make any
     required Servicing Advance which failure continues unremedied for a
  period of 30 days, or 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 to the Trustee by the NIMS Insurer or any Holders of
       a Regular Certificate evidencing at least 25% of the Voting Rights or
       (B) of 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; or                                               

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                  (v)      A Delinquency Master Servicer Termination Trigger has
occurred and is continuing;                                   

                (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 5:00 P.M., New York time, on the Business Day immediately
following the Master Servicer Remittance Date (provided the Trustee shall give  
the Master Servicer notice of such failure to advance by 5:00 P.M. New York time
on the Master Servicer Remittance Date), the Trustee shall, at the direction of 
the NIMS Insurer, terminate all of the rights and obligations of the Master     
Servicer under this Agreement and the Trustee, or a successor servicer appointed
in accordance with Section 7.02, shall immediately make such Advance and assume,
pursuant to Section 7.02, the duties of a successor Master Servicer, (y) in the 
case of (i)(B), (ii), (iii) and (iv) above, the Trustee shall, at the written   
direction of the NIMS Insurer or 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 and (z)  
in the case of (v) above, the Trustee shall, at the direction of the NIMS       
Insurer, by notice then given in writing to the Master Servicer and to the      
Trustee, terminate all of the rights and obligations of the Master Servicer as  
servicer under this Agreement. Any such notice to the Master Servicer shall also
be given to each Rating Agency, the Depositor and the Originator. 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 pursuant
to and under this Section; and, without limitation, and the Trustee 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 reasonable costs and expenses (including attorneys' fees) 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) upon presentation of reasonable documentation of such costs and
expenses and to the extent not paid by the Master Servicer, by the Trust.       

                  (c)      In connection with any failure by the Master Servicer
to make any remittance required to be made by the Master Servicer to the        
Distribution Account pursuant to this Section 7.01 on the day and by the time   
such remittance is required to be made under the                                

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terms of this Section 7.01 (without giving effect to any grace or cure period), 
the Master Servicer shall pay to the Trustee for the account of the Trustee     
interest at the Prime Rate on any amount not timely remitted from and including 
the day such remittance was required to be made to, but not including, the day  
on which such remittance was actually made.                                     

               SECTION 7.02.     Trustee to Act; Appointment of Successor.

                (a)      From 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. Notwithstanding the foregoing, the parties hereto agree that the    
Trustee, in its capacity as successor Master Servicer, immediately will assume  
all of the obligations of the Master Servicer to make advances. Notwithstanding 
the foregoing, the Trustee, in its capacity as successor Master Servicer, shall 
not be responsible for the lack of information and/or documents that it cannot  
obtain through reasonable efforts. It is understood and acknowledged by the     
parties hereto that there will be a period of transition (not to exceed 90 days)
before the transition of servicing obligations is fully effective. 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, 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 shall be   
approved by the NIMS Insurer (such approval not to be unreasonably withheld), as
evidenced by the prior written consent of the NIMS Insurer, and will not result 
in the qualification, reduction or withdrawal of the ratings assigned to the    
Certificates 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 hereinabove 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 3.14 or to  
indemnify the Trustee or the NIMS Insurer pursuant to Section 6.03), 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.   
All Servicing Transfer Costs shall be paid by the predecessor Master Servicer   
upon presentation of reasonable documentation of such costs, and if such        
predecessor Master Servicer                                                     

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defaults in its obligation to pay such costs, such costs shall be paid by the   
successor Master Servicer or the Trustee (in which case the successor Master    
Servicer or the Trustee, as applicable, shall be entitled to reimbursement      
therefor from the assets of the Trust).                                         

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

SECTION 7.03.     Waiver of Defaults.       

         The Majority Certificateholders may, on behalf of all
Certificateholders and with the consent of the NIMS Insurer, waive any events   
permitting removal of the Master Servicer as servicer pursuant to this Article  
VII, PROVIDED, HOWEVER, that the Majority Certificateholders may not waive a    
default in making a required distribution on a Certificate without the consent  
of the Holder of such Certificate and the consent of the NIMS Insurer. 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 and the NIMS Insurer.                            

         SECTION 7.04.     Notification to Certificateholders.

                  (a)      Upon any termination or appointment of a successor to
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, the NIMS Insurer 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 for five Business Days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an   
event, the Trustee shall transmit by mail to all Certificateholders and to the  
NIMS Insurer notice of such occurrence unless such default or Master Servicer   
Event of Termination shall have been waived or cured.                           

      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.

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ARTICLE VIII

 THE TRUSTEE

SECTION 8.01.     Duties of Trustee.        

             The Trustee, 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, 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 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 man would exercise or use under the       
circumstances in the conduct of his own affairs.                                

               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 will not be responsible for the accuracy or content of any such         
resolutions, certificates, statements, opinions, reports, documents or other    
instruments. If any such instrument is found not to conform to the requirements 
of this Agreement in a material manner the Trustee shall take such action as it 
deems appropriate to have the instrument corrected, and if the instrument is not
corrected to the Trustee's satisfaction, the Trustee will provide notice thereof
to the Certificateholders and the NIMS Insurer.                                 

                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:                  

                  (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 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 NIMS Insurer or the
       Majority Certificateholders relating to the time, method and place of

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       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(a) 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, the
NIMS Insurer or the Majority Certificateholders.              

               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 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 Depositor hereby directs the Trustee to execute, deliver
and perform its obligations under the related Cap Contract on the Closing Date  
and thereafter on behalf of the Holders of the Group I Certificates, the Group  
II Certificates and the Mezzanine Certificates. The Seller, the Depositor, the  
Master Servicer and the Holders of the Group I Certificates, the Group II       
Certificates and the Mezzanine Certificates by their acceptance of such         
Certificates acknowledge and agree that the Trustee shall execute, deliver and  
perform its obligations under the related Cap Contract and shall do so solely in
its capacity as Trustee of the Trust Fund and not in its individual capacity.   

            SECTION 8.02.     Certain Matters Affecting the Trustee.

 Except as otherwise provided in Section 8.01:

                (i)      the Trustee may request and rely upon, and shall be
     protected in acting or refraining from acting upon, any resolution,
Officers' Certificate, certificate of auditors or any other   
       certificate, statement, instrument, opinion, report, notice, request,
       consent, order, appraisal, bond or other paper or document reasonably
      believed by it to be genuine and to have been signed or presented by
       the proper party or parties, and the manner of obtaining consents and
of evidencing the authorization of the execution thereof by   
       Certificateholders shall be subject to such reasonable regulations as
the Trustee may prescribe;                                    

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

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                 (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 any of the      
       Certificateholders or the NIMS Insurer, pursuant to the provisions of
        this Agreement, unless such Certificateholders or the NIMS Insurer, as
      applicable, 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 NIMS Insurer or
        the Majority Certificateholder; PROVIDED, HOWEVER, that if the payment
   within a reasonable time 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 the NIMS Insurer (if requested by the NIMS Insurer)
        or, if paid by the Trustee, shall be reimbursed by the Master Servicer
         or the NIMS Insurer (if requested by the NIMS Insurer) upon demand and,
  if not reimbursed by the Master Servicer or the NIMS Insurer (if
   requested by the NIMS Insurer), shall be reimbursed by the Trust.
      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 and
      thereupon only for the acts or omissions of the Trustee as successor
Master Servicer;                                              

                (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               

                  (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.            

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            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 Depositor, 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. 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, the        
Originator, the Seller 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 non-compliance therewith or any breach      
thereof; any investment of monies by or at the direction of 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, including, without   
limitation, the Trustee's duty to review the Mortgage Files pursuant to Section 
2.01. 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       
Originator, the Master Servicer, the Depositor or their Affiliates.             

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SECTION 8.05.     Trustee Fee and Expenses. 

             (a)      The Trustee shall withdraw from the Distribution
Account on each Distribution Date and pay to itself the Trustee Fee. The Trustee
shall be reimbursed from the Trust Fund for all reasonable expenses,            
disbursements and advances incurred or made by the Trustee in accordance with   
any of the provisions of this Agreement (not including expenses, disbursements  
and advances incurred or made by the Trustee including the compensation and the 
expenses and disbursements of its agents and counsel, in the ordinary course of 
the Trustee's performance in accordance with the provisions of this Agreement)  
up to a limit of $25,000 per calendar year except any such expense, disbursement
or advance as may arise from its negligence or bad faith or which is the        
responsibility of Certificateholders or the Trustee hereunder. In addition, the 
Trustee and its officers, directors, employees and agents shall be entitled to  
be indemnified for, and held harmless by the Trust Fund against, any and all    
losses, liabilities, damages, claims or expenses incurred in connection with any
legal action relating to this Agreement or the Certificates up to a limit of    
$600,000 per calendar year, other than (i) 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 or (ii) resulting from a 
breach of the Master Servicer's obligations and duties under this Agreement and 
the Mortgage Loans (for which the Master Servicer shall indemnify pursuant to   
Section 8.05(b)). This section shall survive termination of this Agreement or   
the resignation or removal of any Trustee hereunder.                            

                (b)      The Master Servicer agrees to indemnify the Trustee
from, and hold it harmless against, any loss, liability or expense resulting    
from a breach of the Master Servicer's obligations and duties under this        
Agreement. Such indemnity shall survive the termination or discharge of this    
Agreement and the resignation or removal of the Trustee. Any payment hereunder  
made by the Master Servicer to the Trustee shall be from the Master Servicer's  
own funds, without reimbursement from the Trust Fund therefor.                  

                 (c)      Any amounts payable to the Trustee, or any director,
officer, employee or agent of the Trustee in respect of the indemnification     
provided by this Section 8.05, or pursuant to any other right of reimbursement  
from the Trust Fund that the Trustee, or any director, officer, employee or     
agent of the Trustee, may have hereunder in its capacity as such, may be        
withdrawn by the Trustee from the Distribution Account at any time.             

               (d)      The limitations on the indemnification provided to
the Trustee set forth in Section 8.05(a) above shall remain in effect for so    
long as any series of notes issued pursuant to one or more Indentures, as set   
forth in Section 1.04 remain outstanding.                                       

           SECTION 8.06.     Eligibility Requirements for Trustee.

              The Trustee hereunder shall at all times be an entity 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     
long-term debt rating of at least "A-" and a short-term debt rating of at least 
"A-1" by S&P, if rated 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               

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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 and the NIMS Insurer 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 NIMS Insurer, the 
Depositor, the Master Servicer and each Rating Agency. Upon receiving such      
notice of resignation, the Depositor shall promptly appoint a successor Trustee 
acceptable to the NIMS Insurer 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 30 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 the NIMS Insurer 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, the Master Servicer or the NIMS Insurer may    
remove the Trustee. If the Depositor, the Master Servicer or the NIMS Insurer   
removes the Trustee under the authority of the immediately preceding sentence,  
the Depositor, with the consent of the NIMS Insurer, 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.                                                              

                 The Majority Certificateholders (or the NIMS Insurer upon the
failure of the Trustee to perform its obligations hereunder) 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 acceptable to the NIMS Insurer 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 NIMS Insurer, the Depositor, the  
Master Servicer and to its predecessor Trustee an instrument accepting such     
appointment hereunder, and thereupon the                                        

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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 any
time, 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 and the NIMS Insurer to act as co-trustee or            
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust, 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 and the 
NIMS Insurer. If the Master Servicer and the NIMS Insurer 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.                                                                      

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              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
      and with the consent of the NIMS Insurer, 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 Master Servicer and the NIMS Insurer.  

        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 this Agreement. Each of the  
undertakings and agreements made on the part of the Trustee                     

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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 Seller, the Originator,
the Depositor, the Master Servicer, the NIMS Insurer and each Certificate Owner 
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. Upon request,   
the Trustee shall furnish the Depositor, the Master Servicer, the NIMS Insurer  
and any requesting Certificate Owner with its most recent financial statements. 
The Trustee shall cooperate fully with the Seller, the Originator the Master    
Servicer, the Depositor and such Certificate Owner and shall make available to  
the Seller, the Originator, the Master Servicer, the Depositor, the NIMS Insurer
and such Certificate Owner for review and copying such books, documents or      
records as may be requested with respect to the Trustee's duties hereunder. The 
Seller, the Originator, the Depositor, the Master Servicer and the Certificate  
Owners 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, shall, at the direction of the Majority                
Certificateholders or the NIMS Insurer, or may, proceed to protect and enforce  
its rights and the rights of the Certificateholders or the NIMS Insurer 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 counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee, the NIMS     
Insurer 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.                                           

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         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.                                                              

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ARTICLE IX

REMIC ADMINISTRATION

SECTION 9.01.     REMIC Administration.     

            (a)      REMIC elections as set forth in the Preliminary
Statement shall be made by the Trustee on Form 1066 or other appropriate federal
tax or information return for the taxable year ending on the last day of the    
calendar year in which the Certificates are issued. The regular interests and   
residual interest in each REMIC shall be as designated in the Preliminary       
Statement.                                                                      

                  (b)      The Closing Date is hereby designated as the "Startup
Day" of each REMIC within the meaning of section 860G(a)(9) of the Code.        

                  (c)      The Master Servicer shall pay any and all tax related
expenses (not including taxes) of each REMIC, including but not limited to any  
professional fees or expenses related to audits or any administrative or        
judicial proceedings with respect to each REMIC that involve the Internal       
Revenue Service or state tax authorities, but only to the extent that (i) such  
expenses are ordinary or routine expenses, including expenses of a routine audit
but not expenses of litigation (except as described in (ii)); or (ii) such      
expenses or liabilities (including taxes and penalties) are attributable to the 
negligence or willful misconduct of the Master Servicer in fulfilling its duties
hereunder. The Master Servicer shall be entitled to reimbursement of expenses to
the extent provided in clause (i) above from the Collection Account.            

                 (d)      The Trustee shall prepare, sign and file, all of the
REMICs' federal and state tax and information returns as the direct             
representative each REMIC created hereunder. The expenses of preparing and      
filing such returns shall be borne by the Trustee. The Trustee shall use the Tax
Prepayment Assumption for purposes of computing any tax reporting, including,   
but not limited to, the calculation of the original issue discount.             

               (e)      The Holder of the Residual Certificate at any time
holding the largest Percentage Interest thereof shall be the "tax matters       
person" as defined in the REMIC Provisions (the "Tax Matters Person") with      
respect to the related REMIC and shall act as Tax Matters Person for each REMIC.
The Trustee, as agent for the Tax Matters Person, shall perform on behalf of    
each REMIC all reporting and other tax compliance duties that are the           
responsibility of such REMIC 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, if required by the Code, the REMIC    
Provisions, or other such guidance, the Trustee, as agent for the Tax Matters   
Person, shall provide (i) to the Treasury or other governmental authority such  
information as is necessary for the application of any tax relating to the      
transfer of a Residual Certificate to any disqualified person or organization   
and (ii) to the Certificateholders such information or reports as are required  
by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters      
Person, shall represent each REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,       
request an administrative adjustment as to any taxable year of any REMIC, enter 
into settlement agreements with any government taxing agency, extend any statute
of limitations relating to any item of any                                      

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REMIC and otherwise act on behalf of any REMIC in relation to any tax matter    
involving the Trust.                                                            

                (f)      The Trustee, the Master Servicer and the Holders of
Certificates shall take any action or cause the REMIC to take any action        
necessary to create or maintain the status of each REMIC as a REMIC under the   
REMIC Provisions and shall assist each other as necessary to create or maintain 
such status. Neither the Trustee, the Master Servicer nor the Holder of any     
Residual Certificate shall take any action, cause any REMIC created hereunder 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 such REMIC as a REMIC or (ii) result in the imposition of
a tax upon such REMIC (including but not limited to the tax on prohibited       
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited    
contributions set forth on Section 860G(d) of the Code) (either such event, an  
"Adverse REMIC Event") unless the Trustee, the NIMS Insurer and the Master      
Servicer have received an Opinion of Counsel (at the expense of the party       
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. In addition,    
prior to taking any action with respect to any REMIC created hereunder or the   
assets therein, or causing such REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Residual           
Certificate will consult with the Trustee, the NIMS Insurer and the Master      
Servicer, or their respective designees, in writing, with respect to whether    
such action could cause an Adverse REMIC Event to occur with respect to any     
REMIC, and no such Person shall take any such action or cause any REMIC to take 
any such action as to which the Trustee, the NIMS Insurer or the Master Servicer
has advised it in writing that an Adverse REMIC Event could occur.              

                 (g)      Each Holder of a Residual Certificate shall pay when
due any and all taxes imposed on each REMIC created hereunder by federal or     
state governmental authorities. To the extent that such Trust taxes are not paid
by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes
out of current or future amounts otherwise distributable to the Holder of the   
Residual Certificate in the REMICs or, if no such amounts are available, out of 
other amounts held in the Distribution Account, and shall reduce amounts        
otherwise payable to Holders of regular interests in the related REMIC. Subject 
to the foregoing, in the event that a REMIC incurs a state or local tax,        
including franchise taxes, as a result of a determination that such REMIC is    
domiciled in the State of California or any other state for state tax purposes  
by virtue of the location of the Master Servicer or any subservicer, the Master 
Servicer agrees to pay on behalf of such REMIC when due, any and all state and  
local taxes imposed as a result of such a determination, in the event that the  
Holder of the related Residual Certificate fails to pay such taxes, if any, when
imposed.                                                                        

              (h)      The Trustee, as agent for the Tax Matters Person,
shall, for federal income tax purposes, maintain books and records with respect 
to each REMIC created hereunder on a calendar year and on an accrual basis.     

                (i)      No additional contributions of assets shall be made
to any REMIC created hereunder, except as expressly provided in this Agreement  
with respect to eligible substitute mortgage loans.                             

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              (j)      Neither the Trustee nor the Master Servicer shall
enter into any arrangement by which any REMIC created hereunder will receive a  
fee or other compensation for services.                                         

                  (k)      On or before April 15 of each calendar year beginning
in 2005, the Master Servicer shall deliver to the NIMS Insurer, the Trustee and 
each Rating Agency an Officers' Certificate stating the Master Servicer's       
compliance with the provisions of this Section 9.01.                            

                  (l)      The Trustee will apply for an Employee Identification
Number from the Internal Revenue Service via a Form SS-4 or other acceptable    
method for all tax entities and shall complete the Form 8811.                   

             SECTION 9.02.     Prohibited Transactions and Activities.

              Neither the Depositor, the Master Servicer nor the Trustee
shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a
disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the        
bankruptcy of the Trust Fund, (iii) the termination of any REMIC created        
hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant 
to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant  
to Article II of this Agreement, nor acquire any assets for any REMIC, nor sell 
or dispose of any investments in the Distribution Account for gain, nor accept  
any contributions to either REMIC after the Closing Date, unless it and the NIMS
Insurer have received an Opinion of Counsel (at the expense of the party causing
such sale, disposition, or substitution) that such disposition, acquisition,    
substitution, or acceptance will not (a) affect adversely the status of any     
REMIC created hereunder as a REMIC or of the interests therein other than the   
Residual Certificates as the regular interests therein, (b) affect the          
distribution of interest or principal on the Certificates, (c) result in the    
encumbrance of the assets transferred or assigned to the Trust Fund (except     
pursuant to the provisions of this Agreement) or (d) cause any REMIC created    
hereunder to be subject to a tax on prohibited transactions or prohibited       
contributions pursuant to the REMIC Provisions.                                 

             SECTION 9.03.     Indemnification with Respect to Certain
                       Taxes and Loss of REMIC Status.

              (a)      In the event that any REMIC fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC   
Provisions due to the negligent performance by the Master Servicer of its duties
and obligations set forth herein, the Master Servicer shall indemnify the NIMS  
Insurer, the Trustee and the Trust Fund against any and all losses, claims,     
damages, liabilities or expenses ("Losses") resulting from such negligence;     
PROVIDED, HOWEVER, that the Master Servicer shall not be liable for any such    
Losses attributable to the action or inaction of the Trustee, the Depositor or  
the Holder of such Residual Certificate, as applicable, nor for any such Losses 
resulting from misinformation provided by the Holder of such Residual           
Certificate on which the Master Servicer has relied. The foregoing shall not be 
deemed to limit or restrict the rights and remedies of the Holder of such       
Residual Certificate now or hereafter existing at law or in equity.             
Notwithstanding the foregoing, however, in no event shall the Master Servicer   
have any liability (1) for any action or omission that is taken in accordance   
with and in compliance with the express terms of, or which is expressly         
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Master Servicer of its                    

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duties and obligations set forth herein, and (3) for any special or             
consequential damages to Certificateholders (in addition to payment of principal
and interest on the Certificates).                                              

              (b)      In the event that any REMIC fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC   
Provisions due to the negligent performance by the Trustee of its duties and    
obligations set forth herein, the Trustee shall indemnify the NIMS Insurer and  
the Trust Fund against any and all Losses resulting from such negligence;       
PROVIDED, HOWEVER, that the Trustee shall not be liable for any such Losses     
attributable to the action or inaction of the Master Servicer, the Depositor or 
the Holder of such Residual Certificate, as applicable, nor for any such Losses 
resulting from misinformation provided by the Holder of such Residual           
Certificate on which the Trustee has relied. The foregoing shall not be deemed  
to limit or restrict the rights and remedies of the Holder of such Residual     
Certificate now or hereafter existing at law or in equity. Notwithstanding the  
foregoing, however, in no event shall the Trustee have any liability (1) for any
action or omission that is taken in accordance with and in compliance with the  
express terms of, or which is expressly permitted by the terms of, this         
Agreement, (2) for any Losses other than arising out of a negligent performance 
by the Trustee of its duties and obligations set forth herein, and (3) for any  
special or consequential damages to Certificateholders (in addition to payment  
of principal and interest on the Certificates).                                 

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 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 Balances of the Regular Certificates have 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 or the NIMS    
Insurer of the Mortgage Loans as described below. Notwithstanding the foregoing,
in no event shall the trust created hereby continue beyond the earlier of (a)   
February 2035 or (b) 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 (or if the Master Servicer fails to
exercise such option, the NIMS Insurer) may, at its option (the party exercising
such right the "Terminator"), terminate this Agreement on any date on which the 
aggregate of the Stated Principal Balances of the Mortgage Loans (after giving  
effect to scheduled payments of principal due during the related Due Period, to 
the extent received or advanced, and unscheduled collections of principal       
received during the related Prepayment Period) on such date is equal to or less 
than 10% of the sum of the aggregate Stated Principal Balances of the Initial   
Mortgage Loans on the Cut-off Date and the Original Pre-Funded Amounts, by      
purchasing, on the next succeeding Distribution Date, all of the outstanding    
Mortgage Loans and REO Properties at a price equal to the fair market value of  
the Mortgage Loans and REO Properties (as determined by the Master Servicer, if 
it is the Terminator, the NIMS Insurer, if it is the Terminator and, to the     
extent that the Class A Certificates or a Class of Mezzanine Certificates will  
not receive all amounts owed to it as a result of the termination, the Trustee, 
as of the close of business on the third Business Day next preceding the date   
upon which notice of any such termination is furnished to the related           
Certificateholders pursuant to Section 10.01(c)), plus accrued and unpaid       
interest thereon at the weighted average of the Mortgage Rates through the end  
of the Due Period preceding the final Distribution Date plus unreimbursed       
Servicing Advances, Advances, any unpaid Servicing Fees allocable to such       
Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover
Amount, any previously unpaid Allocated Realized Loss Amounts (the "Termination 
Price"); provided, however, such option may only be exercised if (i) the        
Termination Price is sufficient to pay all interest accrued on, as well as      
amounts necessary to retire the principal balance of, each class of notes       
secured by the Class C Certificates and the Class P Certificates and issued     
pursuant to the Indenture and any amounts owed to the NIMS Insurer at the time  
the option is exercised, and (ii) the fair market value of the Mortgage Loans   
and REO Properties determined as provided above is at least equal to the Stated 
Principal Balance of the Mortgage Loans (after giving effect to scheduled       
payments of principal due during the related Due Period, to the extent received 
or advanced, and unscheduled collections of principal received during the       
related Prepayment Period) and the appraised value of the REO Properties.       
Notwithstanding the foregoing, if the condition set forth in clause (i) above is
satisfied but the condition set forth in                                        

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clause (ii) above is not satisfied, then if the Terminator is the Master        
Servicer or the NIMS Insurer, such Terminator may nevertheless exercise such    
option by paying a higher Termination Price equal to the Stated Principal       
Balance of the Mortgage Loans (after giving effect to scheduled payments of     
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment 
Period) and the appraised value of the REO Properties plus accrued and unpaid   
interest thereon at the weighted average of the Mortgage Rates through the end  
of the Due Period preceding the final Distribution Date plus unreimbursed       
Servicing Advances, Advances, any unpaid Servicing Fees allocable to such       
Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover
Amount, any previously unpaid Allocated Realized Loss Amounts, provided that the
payment of such higher Termination Price is not prohibited by any regulatory    
institution under whose supervision such Terminator may be conducting its       
business at such time.                                                          

                  In connection with any such purchase pursuant to the preceding
paragraph, the Master Servicer or the NIMS Insurer, as applicable, shall deposit
in the Distribution Account all amounts then on deposit in the Collection       
Account, 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.                                                          

      (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 or the NIMS Insurer, by letter to the Certificateholders and the
NIMS Insurer 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 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 Holders 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. By acceptance of the Residual Certificates, the     
Holders of the Residual Certificates agree, in connection with any termination  
hereunder, to assign and transfer any amounts in excess of the par value of the 
Mortgage Loans, and to the extent received in respect of such termination, to   
pay any such amounts to the Holders of the Class C Certificates.                

               (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                                                                       

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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), the NIMS      
Insurer (if the NIMS Insurer 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 Certificateholder 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            
Certificateholder for payment.                                                  

          SECTION 10.02.    Additional Termination Requirements.

              (a)      In the event that the Master Servicer or the NIMS
Insurer exercises its purchase option as provided in Section 10.01, each REMIC  
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 
any REMIC 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 Master Servicer or the NIMS Insurer shall adopt and the Trustee
 shall sign a plan of complete liquidation of each REMIC created
       hereunder meeting the requirements of a "Qualified Liquidation" under
Section 860F of the Code and any regulations thereunder; and  

               (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 Fund to the
       Master Servicer or the NIMS Insurer, as applicable, for cash pursuant
to the terms of the plan of complete liquidation.             

             (b)      By their acceptance of Certificates, the Holders
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.                                                               

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ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01.    Amendment.                

          This Agreement may be amended from time to time by the
Depositor, the Master Servicer and the Trustee with the consent of the NIMS     
Insurer 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, (iii) to amend the  
provisions of Section 3.22(b) or (iv) 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 that such action   
shall not, as evidenced by either (a) an Opinion of Counsel delivered to the    
Trustee or (b) written notice 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, adversely affect in any material   
respect the interests of any Certificateholder. Neither an Opinion of Counsel   
nor confirmation from the Rating Agencies will be required in connection with an
amendment to the provisions of Section 3.22(b). No amendment shall be deemed to 
adversely affect in any material respect the interests of any Certificateholder 
who shall have consented thereto, and no Opinion of Counsel or written notice   
from the Rating Agencies shall be required to address the effect of any such    
amendment on any such consenting Certificateholder.                             

               This Agreement may also be amended from time to time by the
Depositor, the Master Servicer and the Trustee with the consent of the NIMS     
Insurer and the Holders of Certificates entitled to at least 66% of the Voting  
Rights for the purpose of adding any provisions to or changing in any manner or 
eliminating any of the provisions of this Agreement or of modifying in any      
manner the rights of the Holders of Certificates; provided, however, that no    
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on 
any Certificate without the consent of the Holder of such Certificate, (ii)     
adversely affect in any material respect the interests of the Holders of any    
Class of Certificates (as evidenced by either (a) an Opinion of Counsel         
delivered to the Trustee or (b) written notice 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) in a manner, other    
than as described in (i), or (iii) modify the consents required by the          
immediately preceding clauses (i) and (ii) without the consent of the Holders of
all Certificates then outstanding. Notwithstanding any other provision of this  
Agreement, for purposes of the giving or withholding of consents pursuant to    
this Section 11.01, Certificates registered in the name of the Depositor or the 
Master Servicer or any Affiliate thereof shall be entitled to Voting Rights with
respect to matters affecting such Certificates.                                 

          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 and satisfactory to the NIMS  
Insurer, to the effect that such amendment will not result in the imposition of 
a tax on any REMIC created hereunder constituting part of the Trust Fund        
pursuant to the REMIC Provisions or cause any REMIC created hereunder           
constituting part of the Trust to                                               

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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 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, the NIMS Insurer 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 Section 11.01 that affects its rights, duties and    
immunities under this Agreement or otherwise.                                   

             SECTION 11.02.    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 11.03.    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 heirs 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.                             

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              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 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 11.04.    Governing Law; Jurisdiction.

                 This Agreement shall be construed in accordance with the laws
of the State of New York, without regard to the conflicts of law provisions     
thereof, 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 right 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 11.05.    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, by facsimile or by express      
delivery service, to (a) in the case of the Originator and/or Master Servicer,  
Option One Mortgage Corporation, 3 Ada, Irvine, California 92618, Attention:    
William O'Neill, or such other address or telecopy number as may hereafter be   
furnished to the Depositor, the NIMS Insurer and the Trustee in writing by the  
Master Servicer, (b) in the case of the Trustee, Wells Fargo Bank, N.A., P.O.   
Box 98, Columbia, Maryland 21046, Attention: Client Manager--Option One 2005-1, 
with a copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,       
Maryland 21045-1951, Attention: Option One Mortgage Loan Trust Series 2005-1, or
such other address or telecopy number as may hereafter be furnished to the      
Depositor, the NIMS Insurer and the Master Servicer in writing by the Trustee,  
(c) in the case of the                                                          

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Depositor, Option One Mortgage Acceptance Corporation, 3 Ada, Irvine, California
92618, Attention: William O'Neill, or such other address or telecopy number as  
may be furnished to the Master Servicer, the NIMS Insurer and the Trustee in    
writing by the Depositor and (d) in the case of the NIMS Insurer, such address  
furnished to the Depositor, the Master Servicer, the Trustee and the Guarantor  
in writing by the NIMS Insurer, or such other address or telecopy number as may 
hereafter be furnished to the Depositor, the Master Servicer and the Trustee in 
writing by the NIMS Insurer. 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 11.06.    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 11.07.    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 11.08.    Notice to the Rating Agencies and the NIMS
Insurer.

                 (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 and the NIMS Insurer 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.                    

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         (b)      In addition, the Trustee shall promptly make
available to each Rating Agency copies of each Statement to Certificateholders  
described in Section 4.03 hereof and the Master Servicer shall promptly furnish 
to each Rating Agency copies of the following:                                  

                (i)      each annual statement as to compliance described in
Section 3.20 hereof;                                          

                  (ii)     each annual independent public accountants' servicing
report described in Section 3.21 hereof; and                  

              (iii)    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  
Fitch Ratings, One State Street Plaza, New York, New York 10007 and Standard &  
Poor's Ratings Services, Inc., 55 Water Street, New York, New York 10004.       

SECTION 11.09.    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 11.10.    Third Party Rights.       

                 The NIMS Insurer shall be deemed a third-party beneficiary of
this Agreement to the same extent as if it were a party hereto, and shall have  
the right to enforce the provisions of this Agreement.                          

SECTION 11.11.    Benefits of Agreement.    

                  Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders, the NIMS  
Insurer and the parties hereto and their successors hereunder, any benefit or   
any legal or equitable right, remedy or claim under this Agreement.             

 SECTION 11.12.    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                       

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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 11.11.                                                 

                (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.                                                  

SECTION 11.13.    No Petition.              

               The Depositor, Master Servicer and the Trustee, by entering
into this Agreement and each Certificateholder, by accepting a Certificate,     
hereby covenant and agree that they will not at any time institute against the  
Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy
proceedings under any United States federal or state bankruptcy or similar law  
in connection with any obligations with respect to the Certificates or this     
Agreement.                                                                      

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                  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.      

                                    OPTION ONE MORTGAGE ACCEPTANCE
                  CORPORATION,
                      as Depositor

                            By: /s/ David S. Wells
                                         -----------------------------
                           Name:  David S. Wells
                                 Title: Assistant Sercretary

                                      OPTION ONE MORTGAGE CORPORATION,
                            as Master Servicer

                            By: /s/ David S. Wells
                                         -----------------------------
                           Name:  David S. Wells
                           Title: Vice President

                             WELLS FARGO BANK, N.A.,
                    as Trustee

                             By: /s/ Darron C. Woods
                                         -----------------------------
                            Name:  Darron C. Woods
                                     Title: Assistant Vice President

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STATE OF     )                                                                  
) ss.:                                                
COUNTY OF    )                                                                  

         On the ___th day of January, 2005 before me, a notary public in and for
said State, personally appeared _______________ known to me to be a             
______________ of Option One Mortgage Acceptance Corporation, a Delaware        
corporation that executed the within instrument, and also known to me to be the 
person who executed it on behalf of said corporation, and acknowledged to me    
that such corporation 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

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STATE OF     )                                                                  
) ss.:                                                
COUNTY OF    )                                                                  

         On the ___th day of January, 2005 before me, a notary public in and for
said State, personally appeared _______________ known to me to be a             
_______________ of Option One Mortgage Corporation, a corporation that executed 
the within instrument, and also known to me to be the person who executed it on 
behalf of said corporation, and acknowledged to me that such corporation        
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

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STATE OF     )                                                                  
) ss.:                                                
COUNTY OF    )                                                                  

         On the ___th day of January, 2005 before me, a notary public in and for
said State, personally appeared________________, known to me to be              
a________________ of Wells Fargo Bank, N.A., a national banking association that
executed the within instrument, and also known to me to be the person who       
executed it on behalf of said association, and acknowledged to me that such     
corporation 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

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 EXHIBIT A-1
 CLASS A-1A CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

Certificate No.                                  :   1                          

Cut-off Date                                     :   With respect to any        
                                                     Mortgage Loan, the later of
                                                     (i) the date of origination
                                                  of such Mortgage Loan or
                                              (ii) January 1, 2005

First Distribution Date                          :   February 25, 2005          

Initial Certificate Principal Balance of this    :   $200,000,000.00            
Certificate ("Denomination")                                                    

Original Class Certificate Principal Balance     :   $200,000,000.00            
of this Class                                                                   

Percentage Interest                              :   100.00%                    

Pass-Through Rate                                :   Variable                   

CUSIP                                            :   68389F GE 8                

Class                                            :   A-1A                       

Assumed Maturity Date                            :   February 2035              

A-1-1 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
Class A-1A

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
A-1A Certificate at any time may be less than the Initial Certificate Principal 
Balance set forth on the face hereof, as described herein. This Class A-1A      
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class A Certificate (obtained by dividing 
the Denomination of this Class A Certificate by the Original Class Certificate  
Principal Balance) in certain monthly distributions with respect to a Trust     
consisting primarily of the Mortgage Loans deposited by Option One Mortgage     
Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a   
Pooling and Servicing Agreement dated as of January 1, 2005 (the "Agreement")   
among the Depositor, Option One Mortgage Corporation, as master servicer (the   
"Master Servicer"), and Wells Fargo Bank, N. A., a national banking association,
as Trustee (the "Trustee"). To the extent not defined herein, the capitalized   
terms used herein have the meanings assigned in the Agreement. This Class A-1A  
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Class A-1A   
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

       Reference is hereby made to the further provisions of this Class A-1A
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

        This Class A-1A Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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 [Reverse of Class A-1A Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

 A-1-6

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-1-7 

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 EXHIBIT A-2
 CLASS A-1B CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

Certificate No.                                  :   1                          

Cut-off Date                                     :   With respect to any        
                                                     Mortgage Loan, the later of
                                                     (i) the date of origination
                                                  of such Mortgage Loan or
                                              (ii) January 1, 2005

First Distribution Date                          :   February 25, 2005          

Initial Certificate Principal Balance of this    :   $50,000,000.00             
Certificate ("Denomination")                                                    

Original Class Certificate Principal Balance     :   $50,000,000.00             
of this Class                                                                   

Percentage Interest                              :   100.00%                    

Pass-Through Rate                                :   Variable                   

CUSIP                                            :   68389F GF 5                

Class                                            :   A-1B                       

Assumed Maturity Date                            :   February 2035              

A-2-1 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
Class A-1B

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
A-1B Certificate at any time may be less than the Initial Certificate Principal 
Balance set forth on the face hereof, as described herein. This Class A-1B      
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class A Certificate (obtained by dividing 
the Denomination of this Class A Certificate by the Original Class Certificate  
Principal Balance) in certain monthly distributions with respect to a Trust     
consisting primarily of the Mortgage Loans deposited by Option One Mortgage     
Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a   
Pooling and Servicing Agreement dated as of January 1, 2005 (the "Agreement")   
among the Depositor, Option One Mortgage Corporation, as master servicer (the   
"Master Servicer"), and Wells Fargo Bank, N. A., a national banking association,
as Trustee (the "Trustee"). To the extent not defined herein, the capitalized   
terms used herein have the meanings assigned in the Agreement. This Class A-1B  
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Class A-1B   
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

       Reference is hereby made to the further provisions of this Class A-1B
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

        This Class A-1B Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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 [Reverse of Class A-1B Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-2-4 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

 A-2-6

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-2-7 

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 EXHIBIT A-3

CLASS A-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

Certificate No.                                  :   1                          

Cut-off Date                                     :   With respect to any        
                                                     Mortgage Loan, the later of
                                                     (i) the date of origination
                                                  of such Mortgage Loan or
                                              (ii) January 1, 2005

First Distribution Date                          :   February 25, 2005          

Initial Certificate Principal Balance of this    :   $262,914,000.00            
Certificate ("Denomination")                                                    

Original Class Certificate Principal Balance     :   $262,914,000.00            
of this Class                                                                   

Percentage Interest                              :   100.00%                    

Pass-Through Rate                                :   Variable                   

CUSIP                                            :   68389F GG 3                

Class                                            :   A-2                        

Rated Final Distribution Date                    :   February 2014              

A-3-1 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class A-2

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
A-2 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class A-2       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class A Certificate (obtained by dividing 
the Denomination of this Class A Certificate by the Original Class Certificate  
Principal Balance) in certain monthly distributions with respect to a Trust     
consisting primarily of the Mortgage Loans deposited by Option One Mortgage     
Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a   
Pooling and Servicing Agreement dated as of January 1, 2005 (the "Agreement")   
among the Depositor, Option One Mortgage Corporation, as master servicer (the   
"Master Servicer"), and Wells Fargo Bank, N. A., a national banking association,
as Trustee (the "Trustee"). To the extent not defined herein, the capitalized   
terms used herein have the meanings assigned in the Agreement. This Class A-2   
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Class A-2    
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

      Reference is hereby made to the further provisions of this Class A-2
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Class A-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

A-3-2 

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class A-2 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-3-6 

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-3-7 

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 EXHIBIT A-4
CLASS A-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

Certificate No.                                  :   1                          

Cut-off Date                                     :   With respect to any        
                                                     Mortgage Loan, the later of
                                                     (i) the date of origination
                                                  of such Mortgage Loan or
                                              (ii) January 1, 2005

First Distribution Date                          :   February 25, 2005          

Initial Certificate Principal Balance of this    :   $433,281,000.00            
Certificate ("Denomination")                                                    

Original Class Certificate Principal Balance     :   $433,281,000.00            
of this Class                                                                   

Percentage Interest                              :   100.00%                    

Pass-Through Rate                                :   Variable                   

CUSIP                                            :   68389F GH 1                

Class                                            :   A-3                        

Assumed Maturity Date                            :   February 2035              

A-4-1 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class A-3

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
A-3 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class A-3       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

        This certifies that Cede&Co. is the registered owner of the Percentage
Interest evidenced by this Class A-3 Certificate (obtained by dividing the      
Denomination of this Class A-3 Certificate by the Original Class Certificate    
Principal Balance) in certain monthly distributions with respect to a Trust     
consisting primarily of the Mortgage Loans deposited by Option One Mortgage     
Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a   
Pooling and Servicing Agreement dated as of January 1, 2005 (the "Agreement")   
among the Depositor, Option One Mortgage Corporation, as master servicer (the   
"Master Servicer"), and Wells Fargo Bank, N.A., a national banking association, 
as Trustee (the "Trustee"). To the extent not defined herein, the capitalized   
terms used herein have the meanings assigned in the Agreement. This Class A-3   
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Class A-3    
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

      Reference is hereby made to the further provisions of this Class A-3
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Class A-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

A-4-3 

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[Reverse of Class A-3 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-4-4 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-4-6 

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-4-7 

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 EXHIBIT A-5
CLASS A-4 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

Certificate No.                                  :   1                          

Cut-off Date                                     :   With respect to any        
                                                     Mortgage Loan, the later of
                                                     (i) the date of origination
                                                  of such Mortgage Loan or
                                              (ii) January 1, 2005

First Distribution Date                          :   February 25, 2005          

Initial Certificate Principal Balance of this    :   $94,805,000.00             
Certificate ("Denomination")                                                    

Original Class Certificate Principal Balance     :   $94,805,000.00             
of this Class                                                                   

Percentage Interest                              :   100.00%                    

Pass-Through Rate                                :   Variable                   

CUSIP                                            :   68389F GJ 7                

Class                                            :   A-4                        

Assumed Maturity Date                            :   February 2035              

A-5-1 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class A-4

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
A-4 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class A-4       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

        This certifies that Cede&Co. is the registered owner of the Percentage
Interest evidenced by this Class A-4 Certificate (obtained by dividing the      
Denomination of this Class A-4 Certificate by the Original Class Certificate    
Principal Balance) in certain monthly distributions with respect to a Trust     
consisting primarily of the Mortgage Loans deposited by Option One Mortgage     
Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a   
Pooling and Servicing Agreement dated as of January 1, 2005 (the "Agreement")   
among the Depositor, Option One Mortgage Corporation, as master servicer (the   
"Master Servicer"), and Wells Fargo Bank, N.A., a national banking association, 
as Trustee (the "Trustee"). To the extent not defined herein, the capitalized   
terms used herein have the meanings assigned in the Agreement. This Class A-4   
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Class A-4    
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

      Reference is hereby made to the further provisions of this Class A-4
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

       This Class A-4 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class A-4 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-5-4 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-5-5 

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-5-7 

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 EXHIBIT A-6
CLASS M-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES AND THE A-4
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-6-1 

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Certificate No.                                  :   1                          

Cut-off Date                                     :   With respect to any        
                                                     Mortgage Loan, the later of
                                                     (i) the date of origination
                                                  of such Mortgage Loan or
                                              (ii) January 1, 2005

First Distribution Date                          :   February 25, 2005          

Initial Certificate Principal Balance of this    :   $52,800,000.00             
Certificate ("Denomination")                                                    

Original Class Certificate Principal Balance     :   $52,800,000.00             
of this Class                                                                   

Percentage Interest                              :   100.00%                    

Pass-Through Rate                                :   Variable                   

CUSIP                                            :   68389F GK 4                

Class                                            :   M-1                        

Assumed Maturity Date                            :   February 2035              

A-6-2 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-1

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-1 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-1       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-1 Certificate (obtained by        
dividing the Denomination of this Class M-1 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-1 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-1
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-1
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

A-6-3 

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       This Class M-1 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class M-1 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any, and of Holders of the requisite percentage of the         
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-6-7 

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-6-8 

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-6-9 

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 EXHIBIT A-7
CLASS M-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE 
POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-7-1 

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Certificate No.                                  :   1                          

Cut-off Date                                     :   With respect to any        
                                                     Mortgage Loan, the later of
                                                     (i) the date of origination
                                                  of such Mortgage Loan or
                                              (ii) January 1, 2005

First Distribution Date                          :   February 25, 2005          

Initial Certificate Principal Balance of this    :   $22,200,000.00             
Certificate ("Denomination")                                                    

Original Class Certificate Principal Balance     :   $22,200,000.00             
of this Class                                                                   

Percentage Interest                              :   100.00%                    

Pass-Through Rate                                :   Variable                   

CUSIP                                            :   68389F GL 2                

Class                                            :   M-2                        

Assumed Maturity Date                            :   February 2035              

A-7-2 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-2

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-2 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-2       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-2 Certificate (obtained by        
dividing the Denomination of this Class M-2 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-2 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-2
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-2
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

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       This Class M-2 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class M-2 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-7-6 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-7-7 

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-7-8 

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-7-9 

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 EXHIBIT A-8
CLASS M-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO  
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-8-1 

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $13,800,000.00                      
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $13,800,000.00                      
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Pass-Through Rate                      :    Variable                            

CUSIP                                  :    69389F GM O                         

Class                                  :    M-3                                 

Assumed Maturity Date                  :    February 2035                       

A-8-2 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-3

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-3 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-3       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-3 Certificate (obtained by        
dividing the Denomination of this Class M-3 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-3 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-3
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-3
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

A-8-3 

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       This Class M-3 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

A-8-4 

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

A-8-5 

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[Reverse of Class M-3 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-8-6 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-8-7 

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-8-8 

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-8-9 

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 EXHIBIT A-9
CLASS M-4 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE
CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING     
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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-9-1 

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $13,800,000.00                      
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $13,800,000.00                      
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Pass-Through Rate                      :    Variable                            

CUSIP                                  :    68389F GN 8                         

Class                                  :    M-4                                 

Assumed Maturity Date                  :    February 2035                       

A-9-2 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-4

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-4 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-4       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-4 Certificate (obtained by        
dividing the Denomination of this Class M-4 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-4 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-4
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-4
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

A-9-3 

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       This Class M-4 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

A-9-4 

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

A-9-5 

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[Reverse of Class M-4 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-9-6 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-9-7 

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-9-8 

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-9-9 

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EXHIBIT A-10
CLASS M-5 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE   
CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-10-1

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $21,600,000.00                      
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $21,600,000.00                      
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Pass-Through Rate                      :    Variable                            

CUSIP                                  :    68389F GP 3                         

Class                                  :    M-5                                 

Assumed Maturity Date                  :    February 2035                       

A-10-2

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-5

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-5 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-5       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-5 Certificate (obtained by        
dividing the Denomination of this Class M-5 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-5 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-5
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-5
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

A-10-3

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       This Class M-5 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

A-10-4

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

A-10-5

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[Reverse of Class M-5 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-10-6

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-10-7

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-10-8

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-10-9

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EXHIBIT A-11
CLASS M-6 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE   
CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5            
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-11-1

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $10,800,000.00                      
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $10,800,000.00                      
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Pass-Through Rate                      :    Variable                            

CUSIP                                  :    68389F GQ 1                         

Class                                  :    M-6                                 

Assumed Maturity Date                  :    February 2035                       

A-11-2

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-6

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-6 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-6       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-6 Certificate (obtained by        
dividing the Denomination of this Class M-6 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-6 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-6
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-6
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

A-11-3

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       This Class M-6 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

A-11-4

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

A-11-5

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[Reverse of Class M-6 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-11-6

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-11-7

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-11-8

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-11-9

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EXHIBIT A-12
CLASS M-7 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE   
CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES  
AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND       
SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-12-1

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $8,400,000.00                       
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $8,400,000.00                       
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Pass-Through Rate                      :    Variable                            

CUSIP                                  :    68389F GR 9                         

Class                                  :    M-7                                 

Assumed Maturity Date                  :    February 2035                       

A-12-2

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-7

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-7 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-7       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-7 Certificate (obtained by        
dividing the Denomination of this Class M-7 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-7 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-7
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-7
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

A-12-3

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       This Class M-7 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

A-12-5

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[Reverse of Class M-7 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-12-6

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

A-12-7

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

A-12-8

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

A-12-9

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EXHIBIT A-13
CLASS M-8 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE   
CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, 
THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT         
DESCRIBED IN THE POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

A-13-1

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $4,200,000.00                       
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $4,200,000.00                       
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Pass-Through Rate                      :    Variable                            

CUSIP                                  :    68389F GS 7                         

Class                                  :    M-8                                 

Assumed Maturity Date                  :    February 2035                       

A-13-2

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-8

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-8 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-8       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-8 Certificate (obtained by        
dividing the Denomination of this Class M-8 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-8 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-8
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-8
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

A-13-3

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       This Class M-8 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class M-8 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

A-13-6

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

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EXHIBIT A-14

CLASS M-9 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE   
CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, 
THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8           
CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE      
POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $5,400,000.00                       
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $5,400,000.00                       
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Pass-Through Rate                      :    Variable                            

CUSIP                                  :    68389F GT  5                        

Class                                  :    M-9                                 

Assumed Maturity Date                  :    February 2035                       

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class M-9

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class  
M-9 Certificate at any time may be less than the Initial Certificate Principal  
Balance set forth on the face hereof, as described herein. This Class M-9       
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

This certifies that Cede & Co. is the registered owner of the 
Percentage Interest evidenced by this Class M-9 Certificate (obtained by        
dividing the Denomination of this Class M-9 Certificate by the Original Class   
Certificate Principal Balance) in certain monthly distributions with respect to 
a Trust consisting primarily of the Mortgage Loans deposited by Option One      
Mortgage Acceptance Corporation (the "Depositor"). The Trust was created        
pursuant to a Pooling and Servicing Agreement dated as of January 1, 2005 (the  
"Agreement") among the Depositor, Option One Mortgage Corporation, as master    
servicer (the "Master Servicer"), and Wells Fargo Bank, N.A., a national banking
association, as Trustee (the "Trustee"). To the extent not defined herein, the  
capitalized terms used herein have the meanings assigned in the Agreement. This 
Class M-9 Certificate is issued under and is subject to the terms, provisions   
and conditions of the Agreement, to which Agreement the Holder of this Class M-9
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

        Each Transferee of this Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)  
that either (a) such Transferee is not a Plan or purchasing such Certificate    
with Plan Assets, (b) it has acquired and is holding such Certificate in        
reliance on the Prohibited Transaction Exemption (the "Exemption") set forth in 
the Agreement and that it understands that there are certain conditions to the  
availability of the Exemption including that such Certificate must be rated, at 
the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating     
Agency or (c) the following conditions are satisfied: (i) such Transferee is an 
insurance company, (ii) the source of funds used to purchase or hold such       
Certificate (or interest therein) is an "insurance company general account" (as 
defined in U.S. Department of Labor 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.                                                 

      Reference is hereby made to the further provisions of this Class M-9
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

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       This Class M-9 Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose unless manually countersigned by an   
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class M-9 Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

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EXHIBIT A-15
CLASS C CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT         
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED   
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                                 

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1A CERTIFICATES, THE CLASS A-1B  
CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS 
A-4 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE   
CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, 
THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8           
CERTIFICATES, THE CLASS M-9 CERTIFICATES AND THE CLASS M-10 CERTIFICATES TO THE 
EXTENT DESCRIBED IN THE POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

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Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $5,999,900.00                       
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $5,999,900.00                       
Balance of this Class                                                           

Initial Notional Amount of this        :    $1,200,000,000.00                   
Certificate                                                                     

Percentage Interest                    :    100.00%                             

Class                                  :    C                                   

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class C

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class C
Certificate at any time may be less than the Initial Certificate Principal      
Balance set forth on the face hereof, as described herein. This Class C         
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

       This certifies that Option One Mortgage Corporation is the registered
owner of the Percentage Interest evidenced by this Class C Certificate (obtained
by dividing the Denomination of this Class C Certificate by the Original Class  
Certificate Principal Balance) in certain distributions with respect to a Trust 
consisting primarily of the Mortgage Loans deposited by Option One Mortgage     
Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a   
Pooling and Servicing Agreement dated as of January 1, 2005 (the "Agreement")   
among the Depositor, Option One Mortgage Corporation, as master servicer (the   
"Master Servicer"), and Wells Fargo Bank, N.A., a national banking association, 
as Trustee (the "Trustee"). To the extent not defined herein, the capitalized   
terms used herein have the meanings assigned in the Agreement. This Class C     
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Class C      
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

      No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act  
and any applicable state securities laws or is exempt from the registration     
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to      
assure compliance with the Act and such laws, the Certificateholder desiring to 
effect such transfer and such Certificateholder's prospective transferee shall  
each certify to the Trustee and the Depositor in writing the facts surrounding  
the transfer. In the event that such a transfer is not to be made pursuant to   
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor 
an Opinion of Counsel that such transfer may be made pursuant to an exemption   
from the Act, which Opinion of Counsel shall not be obtained at the expense of  
the Trustee or the Depositor; or there shall be delivered to the Trustee and the
Depositor a transferor certificate by the transferor and an investment letter   
shall be executed by the transferee. The Holder hereof desiring to effect such  
transfer shall, and does hereby agree to, indemnify the Trustee and the         
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.                  

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       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.                

    Reference is hereby made to the further provisions of this Class C
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

         This Class C Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an       
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class C Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

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EXHIBIT A-16
 CLASS P CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").                                                  

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT         
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED   
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                                 

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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Initial Certificate Principal          :    $100.00                             
Balance of this Certificate                                                     
("Denomination")                                                                

Original Class Certificate Principal   :    $100.00                             
Balance of this Class                                                           

Percentage Interest                    :    100.00%                             

Class                                  :    P                                   

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class P

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

      Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal      
Balance set forth on the face hereof, as described herein. This Class P         
Certificate does not evidence an obligation of, or an interest in, and is not   
guaranteed by the Depositor, the Master Servicer, or the Trustee referred to    
below or any of their respective affiliates.                                    

       This certifies that Option One Mortgage Corporation is the registered
owner of the Percentage Interest evidenced by this Class P Certificate (obtained
by dividing the Denomination of this Class P Certificate by the Original Class  
Certificate Principal Balance) in certain distributions with respect to a Trust 
consisting primarily of the Mortgage Loans deposited by Option One Mortgage     
Acceptance Corporation (the "Depositor"). The Trust was created pursuant to a   
Pooling and Servicing Agreement dated as of January 1, 2005 (the "Agreement")   
among the Depositor, Option One Mortgage Corporation, as master servicer (the   
"Master Servicer"), and Wells Fargo Bank, N.A., a national banking association, 
as Trustee (the "Trustee"). To the extent not defined herein, the capitalized   
terms used herein have the meanings assigned in the Agreement. This Class P     
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Class P      
Certificate by virtue of the acceptance hereof assents and by which such Holder 
is bound.                                                                       

         This Certificate does not have a pass-through rate and will be entitled
to distributions only to the extent set forth in the Agreement.                 

      No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act  
and any applicable state securities laws or is exempt from the registration     
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to      
assure compliance with the Act and such laws, the Certificateholder desiring to 
effect such transfer and such Certificateholder's prospective transferee shall  
each certify to the Trustee and the Depositor in writing the facts surrounding  
the transfer. In the event that such a transfer is not to be made pursuant to   
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor 
an Opinion of Counsel that such transfer may be made pursuant to an exemption   
from the Act, which Opinion of Counsel shall not be obtained at the expense of  
the Trustee or the Depositor; or there shall be delivered to the Trustee and the
Depositor a transferor certificate by the transferor and an investment letter   
shall be executed by the transferee. The Holder hereof desiring to effect such  
transfer shall, and does hereby agree to, indemnify the Trustee and the         

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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 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.                

    Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

         This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an       
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class P Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

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EXHIBIT A-17
 CLASS R CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN ONE OR MORE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE   
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                                  

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT         
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED   
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                                 

THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND   
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Percentage Interest                    :    100.00%                             

Class                                  :    R                                   

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class R

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Master Servicer or the Trustee      
referred to below or any of their respective affiliates.                        

       This certifies that Option One Mortgage Corporation is the registered
owner of the Percentage Interest evidenced by this Certificate specified above  
in the interest represented by all Certificates of the Class to which this      
Certificate belongs in a Trust consisting primarily of the Mortgage Loans       
deposited by Option One Mortgage Acceptance Corporation (the "Depositor"). The  
Trust was created pursuant to a Pooling and Servicing Agreement dated as of     
January 1, 2005 (the "Agreement") among the Depositor, Option One Mortgage      
Corporation, as master servicer (the "Master Servicer") and Wells Fargo Bank,   
N.A., a national banking association, as trustee (the "Trustee"). To the extent 
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms, 
provisions and conditions of the Agreement, to which Agreement the Holder of    
this Certificate by virtue of the acceptance hereof assents and by which such   
Holder is bound.                                                                

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the       
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this           
Certificate at the Corporate Trust Office or the office or agency maintained by 
the Trustee in Minneapolis, Minnesota.                                          

      No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act  
and any applicable state securities laws or is exempt from the registration     
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to      
assure compliance with the Act and such laws, the Certificateholder desiring to 
effect such transfer and such Certificateholder's prospective transferee shall  
each certify to the Trustee and the Depositor in writing the facts surrounding  
the transfer. In the event that such a transfer is not to be made pursuant to   
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor 
an Opinion of Counsel that such transfer may be made pursuant to an exemption   
from the Act, which Opinion of Counsel shall not be obtained at the expense of  
the Trustee or the Depositor; or there shall be delivered to the Trustee and the
Depositor a transferor certificate by the transferor and an investment letter   
shall be executed by the transferee. The Holder hereof desiring to effect such  
transfer shall, and does hereby agree to, indemnify the Trustee and the         

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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 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.                

     Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the    
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in  
this Certificate may be transferred without delivery to the Trustee of (a) a    
transfer affidavit of the proposed transferee and (b) a transfer certificate of 
the transferor, each of such documents to be in the form described in the       
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each     
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual      
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. Pursuant to the Agreement, the Trustee will 
provide the Internal Revenue Service and any pertinent persons with the         
information needed to compute the tax imposed under the applicable tax laws on  
transfers of residual interests to disqualified organizations, if any person    
other than a Permitted Transferee acquires an Ownership Interest on a Class R   
Certificate in violation of the restrictions mentioned above.                   

    Reference is hereby made to the further provisions of this Class R
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

 This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an       
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class R Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

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EXHIBIT A-18
 CLASS R-X CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL    
INTEREST" IN ONE OR MORE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE   
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                                  

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT         
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED   
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                                 

THIS CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND 
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.                   

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE  
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                        

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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE  
PROCEDURES DESCRIBED HEREIN.                                                    

Certificate No.                        :    1                                   

Cut-off Date                           :    With respect to any Mortgage        
                                          Loan, the later of (i) the date of
                                            origination of such Mortgage Loan or
                            (ii) January 1, 2005

First Distribution Date                :    February 25, 2005                   

Percentage Interest                    :    100.00%                             

Class                                  :    R-X                                 

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 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates,
 Series 2005-1
 Class R-X

      evidencing the Percentage Interest in the distributions allocable to
    the Certificates of the above-referenced Class with respect to the
      Trust consisting of first and second lien, adjustable and fixed rate
mortgage loans (the "Mortgage Loans")                         

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION, as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Master Servicer or the Trustee      
referred to below or any of their respective affiliates.                        

       This certifies that Option One Mortgage Corporation is the registered
owner of the Percentage Interest evidenced by this Certificate specified above  
in the interest represented by all Certificates of the Class to which this      
Certificate belongs in a Trust consisting primarily of the Mortgage Loans       
deposited by Option One Mortgage Acceptance Corporation (the "Depositor"). The  
Trust was created pursuant to a Pooling and Servicing Agreement dated as of     
January 1, 2005 (the "Agreement") among the Depositor, Option One Mortgage      
Corporation, as master servicer (the "Master Servicer") and Wells Fargo Bank,   
N.A., a national banking association, as trustee (the "Trustee"). To the extent 
not defined herein, the capitalized terms used herein have the meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms, 
provisions and conditions of the Agreement, to which Agreement the Holder of    
this Certificate by virtue of the acceptance hereof assents and by which such   
Holder is bound.                                                                

         This Certificate does not have a principal balance or pass-through rate
and will be entitled to distributions only to the extent set forth in the       
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this           
Certificate at the Corporate Trust Office or the office or agency maintained by 
the Trustee in Minneapolis, Minnesota.                                          

      No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act  
and any applicable state securities laws or is exempt from the registration     
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to      
assure compliance with the Act and such laws, the Certificateholder desiring to 
effect such transfer and such Certificateholder's prospective transferee shall  
each certify to the Trustee and the Depositor in writing the facts surrounding  
the transfer. In the event that such a transfer is not to be made pursuant to   
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor 
an Opinion of Counsel that such transfer may be made pursuant to an exemption   
from the Act, which Opinion of Counsel shall not be obtained at the expense of  
the Trustee or the Depositor; or there shall be delivered to the Trustee and the
Depositor a transferor certificate by the transferor and an investment letter   
shall be executed by the transferee. The Holder hereof desiring to effect such  
transfer shall, and does hereby agree to, indemnify the Trustee and the         

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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 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.                

     Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions of the Agreement, including but not limited to the    
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in  
this Certificate may be transferred without delivery to the Trustee of (a) a    
transfer affidavit of the proposed transferee and (b) a transfer certificate of 
the transferor, each of such documents to be in the form described in the       
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each     
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual      
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. Pursuant to the Agreement, the Trustee will 
provide the Internal Revenue Service and any pertinent persons with the         
information needed to compute the tax imposed under the applicable tax laws on  
transfers of residual interests to disqualified organizations, if any person    
other than a Permitted Transferee acquires an Ownership Interest on a Class R-X 
Certificate in violation of the restrictions mentioned above.                   

      Reference is hereby made to the further provisions of this Class R-X
Certificate set forth on the reverse hereof, which further provisions shall for 
all purposes have the same effect as if set forth at this place.                

 This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an       
authorized signatory of the Trustee.                                            

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        IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.                                                

Dated: January __, 2005                                                         

                                     OPTION ONE MORTGAGE LOAN TRUST 2005-1

                           By:  WELLS FARGO BANK, N.A.
                                             not in its individual capacity, but
                           solely as Trustee

       By:
                                             ---------------------------------

This is one of the Certificates referenced                                      
in the within-mentioned Agreement                                               

By:                                                                             
---------------------------------                                   
Authorized Signatory of                                             
Wells Fargo Bank, N. A.,                                            
as Trustee                                                          

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[Reverse of Class R-X Certificate]

 OPTION ONE MORTGAGE LOAN TRUST 2005-1
Asset-Backed Certificates,
 Series 2005-1

    This Certificate is one of a duly authorized issue of Certificates
designated as Option One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, 
Series 2005-1 (herein collectively called the "Certificates"), and representing 
a beneficial ownership interest in the Trust created by the Agreement.          

      The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

  This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of 
rights, benefits, obligations and duties evidenced thereby, and the rights,     
duties and immunities of the Trustee.                                           

        Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day then the  
first Business Day following such Distribution Date (the "Distribution Date"),  
commencing on the first Distribution Date specified on the face hereof, to the  
Person in whose name this Certificate is registered at the close of business on 
the applicable Record Date in an amount equal to the product of the Percentage  
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on    
such Distribution Date pursuant to the Agreement.                               

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the       
Certificate Register or by wire transfer or otherwise, as set forth in the      
Agreement. The final distribution on each Certificate will be made in like      
manner, but only upon presentment and surrender of such Certificate at the      
office or agency of the Trustee specified in the notice to Certificateholders of
such final distribution.                                                        

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer and the Trustee with the consent of the   
NIMs Insurer, if any and of Holders of the requisite percentage of the          
Percentage Interests of each Class of Certificates affected by such amendment,  
as specified in the Agreement. Any such consent by the Holder of this           
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment 
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates, but with the consent of the NIMS Insurer, if any.      

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the office or agency maintained by the Trustee accompanied by a     
written instrument of transfer in form satisfactory to the Trustee and the      
Certificate Registrar duly executed by the holder hereof or such holder's       
attorney duly authorized in writing, and thereupon one or more new Certificates 
of the same Class in authorized denominations and evidencing the same aggregate 
Percentage Interest in the Trust will be issued to the designated transferee or 
transferees.                                                                    

       The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations 
and evidencing the same aggregate Percentage Interest, as requested by the      
Holder surrendering the same.                                                   

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

       The Master Servicer, the Depositor, the Trustee, the NIMs Insurer, if
any, the Certificate Registrar, any Paying Agent and any agent of the Master    
Servicer, the Depositor, the Trustee, the NIMs Insurer, if any, 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 hereof for 
all purposes, 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.               

    On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Initial Mortgage Loans as of the Cut-off 
Date plus the Original Pre-Funded Amounts, the Master Servicer may purchase, in 
whole, from the Trust the Mortgage Loans at a purchase price determined as      
provided in the Agreement. In the event that no such optional termination       
occurs, the obligations and responsibilities created by the Agreement will      
terminate upon notice to the Trustee upon the earliest of (i) the Distribution  
Date on which the Certificate Principal Balances of the Regular Certificates    
have been reduced to zero, (ii) the final payment or other liquidation of the   
last Mortgage Loan in the Trust, (iii) the Distribution Date in February 2035.  

       Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.                                          

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ASSIGNMENT
----------

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
 (Please print or typewrite name and address
including postal zip code of assignee)
________________________________________________________________________________
the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to assignee 
on the Certificate Register of the Trust.                                       

        I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________                                                         

                                       -------------------------------------
                                       Signature by or on behalf of assignor

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 DISTRIBUTION INSTRUCTIONS

             The assignee should include the following for purposes of
distribution:                                                                   

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________ for the account of ___________________________,
account number __________________or, if mailed by check, to_____________________
________________________________________________________________________________
Applicable statements should be mailed to_______________________________________
________________________________________________________________________________
________________________________________________________________________________

                  This information is provided by _____________________________,
the assignee name above, or _____________________________________, as its agent.

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 EXHIBIT B

[RESERVED]

 EXHIBIT B-1

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 EXHIBIT C

FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

 EXHIBIT C-1

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

OPTION ONE MORTGAGE CORPORATION,

 as Seller

 and

 OPTION ONE MORTGAGE ACCEPTANCE CORPORATION,

as Purchaser

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of January 10, 2005

 Fixed Rate and Adjustable Rate Mortgage Loans

 Option One Mortgage Loan Trust 2005-1
Asset-Backed Certificates, Series 2005-1

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

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                                                                                           Page
                                                                                           ----

                                   ARTICLE I.                                                  

                                                                                               
   Section 1.01   DEFINITIONS.................................................................1

                                   ARTICLE II.                                                 

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE.............................................2

   Section 2.01   SALE OF MORTGAGE LOANS AND CAP CONTRACTS....................................2

   Section 2.02   OBLIGATIONS OF SELLER UPON SALE.............................................2

   Section 2.03   PAYMENT OF PURCHASE PRICE FOR THE MORTGAGE LOANS............................5

                                  ARTICLE III.                                                 

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH...........................................6

   Section 3.01   SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS........6

   Section 3.02   SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER...............15

   Section 3.03   REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES......................17

                                   ARTICLE IV.                                                 

SELLER'S COVENANTS...........................................................................19

   Section 4.01   COVENANTS OF THE SELLER....................................................19

                                   ARTICLE V.                                                  

INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS...........................................19

   Section 5.01   INDEMNIFICATION............................................................19

                                   ARTICLE VI.                                                 

TERMINATION.................................................................................22 

   Section 6.01   TERMINATION................................................................22


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                                  ARTICLE VII.                                                 

MISCELLANEOUS PROVISIONS.....................................................................22

   Section 7.01   AMENDMENT..................................................................22

   Section 7.02   GOVERNING LAW..............................................................22

   Section 7.03   NOTICES....................................................................22

   Section 7.04   SEVERABILITY OF PROVISIONS.................................................23

   Section 7.05   COUNTERPARTS...............................................................23

   Section 7.06   FURTHER AGREEMENTS.........................................................23

   Section 7.07   INTENTION OF THE PARTIES...................................................23

   Section 7.08   SUCCESSORS AND ASSIGNS, ASSIGNMENT OF PURCHASE AGREEMENT...................24

   Section 7.09   SURVIVAL...................................................................24

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                  MORTGAGE LOAN PURCHASE AGREEMENT, dated as of January 10, 2005
(the "Agreement"), between Option One Mortgage Corporation (the "Seller") and   
Option One Mortgage Acceptance Corporation (the "Purchaser").                   

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

              WHEREAS, the Seller is the owner of (a) the notes or other
evidence of indebtedness (the "Mortgage Notes") so indicated on Schedule I      
hereto referred to below and (b) the other documents or instruments constituting
the Mortgage File (collectively, the "Mortgage Loans"); and                     

                  WHEREAS, the Seller, as of the date hereof, owns the mortgages
(the "Mortgages") on the properties (the "Mortgaged Properties") securing such  
Mortgage Loans, including rights to (a) any property acquired by foreclosure or 
deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance  
policies covering the Mortgage Loans or the Mortgaged Properties or the obligors
on the Mortgage Loans; and                                                      

               WHEREAS, the parties hereto desire that the Seller sell the
Mortgage Loans to the Purchaser pursuant to the terms of this Agreement; and    

             WHEREAS, pursuant to the terms of a Pooling and Servicing
Agreement dated as of January 1, 2005 (the "Pooling and Servicing Agreement")   
among the Purchaser as depositor, the Seller as master servicer and Wells Fargo 
Bank, N.A. as trustee (the "Trustee"), the Purchaser will convey the Mortgage   
Loans to Option One Mortgage Loan Trust 2005-1 (the "Trust");                   

            WHEREAS, the Seller is obligated, in connection with the
transactions contemplated by this Agreement, to make certain representations,   
warranties and covenants with respect to itself and the Mortgage Loans.         

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

ARTICLE I.

 DEFINITIONS

      Section 1.01 DEFINITIONS. All capitalized terms used but not defined
herein and below shall have the meanings assigned thereto in the Pooling and    
Servicing Agreement.                                                            

       "SELLER INFORMATION": The information in the Prospectus Supplement as
       follows: under "SUMMARY OF TERMS--Mortgage Loans", the sentence under
  the fourth bullet point under "RISK FACTORS--Unpredictability of
        Prepayments and Effect on Yields", "RISK FACTORS--Substantially All of
    the Mortgage Loans have First Payment Due on or After September 1,
        2004", the first sentence under "RISK FACTORS--Second Lien Loan Risk",
        the first sentence under "RISK FACTORS--Interest Only Mortgage Loans",
the second sentence                                           

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         under the third bullet point under "RISK FACTORS--Interest Generated by
the Mortgage Loans May Be Insufficient to Maintain            
       Overcollateralization", the second sentence under "RISK FACTORS--High
   Loan-to-Value Ratios Increase Risk of Loss", "THE MORTGAGE POOL",
  "OPTION ONE MORTGAGE CORPORATION", and the first sentence of the
seventh paragraph under "YIELD, PREPAYMENT AND MATURITY       
CONSIDERATIONS".                                              

 ARTICLE II.

 SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

Section 2.01 SALE OF MORTGAGE LOANS AND CAP CONTRACTS.        

            (a)      The Seller, concurrently with the execution and
delivery of this Agreement, does hereby sell, and in connection therewith hereby
assigns to the Purchaser, effective as of the Closing Date, without recourse,   
(i) all of its right, title and interest in and to each Mortgage Loan, including
the related Cut-off Date Principal Balance, all interest accruing thereon on and
after the Cut-off Date and all collections in respect of interest and principal 
due after the Cut-off Date; (ii) property which secured such Mortgage Loan and  
which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its
interest in any insurance policies in respect of the Mortgage Loans and (iv) all
proceeds of any of the foregoing.                                               

            (b)      The Seller, concurrently with the execution and
delivery of this Agreement does hereby sell, and in connection therewith hereby 
assigns to the Purchaser, effective as of the Closing Date, without recourse,   
(i) all of its right, title and interest in the Cap Contracts, dated January 13,
2005 and (ii) all proceeds of the foregoing.                                    

      Section 2.02 OBLIGATIONS OF SELLER UPON SALE. In connection with any
transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own 
expense on or prior to the Closing Date, (a) to cause its books and records to  
indicate that the Mortgage Loans have been sold to the Purchaser pursuant to    
this Agreement and (b) to deliver to the Purchaser and the Trustee a computer   
file containing a true and complete list of all such Mortgage Loans specifying  
for each such Mortgage Loan, as of the Cut-off Date (i) its account number and  
(ii) the Cut-off Date Principal Balance. Such file, which forms a part of       
Exhibit D to the Pooling and Servicing Agreement, shall also be marked as       
Schedule I to this Agreement and is hereby incorporated into and made a part of 
this Agreement.                                                                 

      In connection with any conveyance by the Seller, the Seller shall on
behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of
the Purchaser, on or before the Closing Date, the following documents or        
instruments with respect to each Mortgage Loan:                                 

                          (i)      the original Mortgage Note, endorsed either
(A) in blank, in which case the Trustee shall cause the endorsement to be       
completed or (B) in the following form: "Pay to the order of Wells Fargo Bank,  
N.A., as Trustee, without recourse", or with respect to any lost Mortgage Note, 
an original Lost Note Affidavit stating that the original mortgage note was     
lost, misplaced or destroyed, together with a copy of the related mortgage note;
PROVIDED, HOWEVER, that such substitutions of Lost Note Affidavits for original 
Mortgage Notes may occur only with                                              

2 

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respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which
is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date;      

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

                          (iii)    an original Assignment of Mortgage, in form
and substance acceptable for recording. The Mortgage shall be assigned either   
(A) in blank, or (B) to "Wells Fargo Bank, N.A., as Trustee, without recourse"; 

                           (iv)     an original of any intervening assignment of
Mortgage showing a complete chain of assignments;                               

                           (v)      the original or a certified copy of lender's
title insurance policy; and                                                     

                         (vi)     the original or copies of each assumption,
modification, written assurance or substitution agreement, if any.              

         The Seller hereby confirms to the Purchaser and the Trustee that it has
made the appropriate entries in its general accounting records to indicate that 
such Mortgage Loans have been transferred to the Trustee and constitute part of 
the Trust in accordance with the terms of the Pooling and Servicing Agreement.  

        If any of the documents referred to in Section 2.02(ii), (iii) or (iv)
above has as of the Closing Date been submitted for recording but either (x) has
not been returned from the applicable public recording office or (y) has been   
lost or such public recording office has retained the original of such document,
the obligations of the Seller to deliver such documents shall be deemed to be   
satisfied upon (1) delivery to the Trustee or the Custodian no later than the   
Closing Date, of a copy of each such document certified by the Seller in the    
case of (x) above or the applicable public recording office in the case of (y)  
above to be a true and complete copy of the original that was submitted for     
recording and (2) if such copy is certified by the Seller, delivery to the      
Trustee or the Custodian, promptly upon receipt thereof of either the original  
or a copy of such document certified by the applicable public recording office  
to be a true and complete copy of the original. If the original lender's title  
insurance policy, or a certified copy thereof, was not delivered pursuant to    
Section 2.02(v) above, the Seller shall deliver or cause to be delivered to the 
Trustee or the Custodian, the original or a copy of a written commitment or     
interim binder or preliminary report of title issued by the title insurance or  
escrow company, with the original or a certified copy thereof to be delivered to
the Trustee or the Custodian, promptly upon receipt thereof. The Seller shall   
deliver or cause to be delivered to the Trustee or the Custodian promptly upon  
receipt thereof any other documents constituting a part of a Mortgage File      
received with respect to any Mortgage Loan, including, but not limited to, any  
original documents evidencing an assumption or modification of any Mortgage     
Loan.                                                                           

 Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Seller    
shall have 120 days to cure such defect or                                      

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deliver such missing document to the Purchaser. If the Seller does not cure such
defect or deliver such missing document within such time period, the Seller     
shall either repurchase or substitute for such Mortgage Loan pursuant to Section
2.03 of the Pooling and Servicing Agreement.                                    

      The Purchaser hereby acknowledges its acceptance of all right, title
and interest to the Mortgage Loans and other property, now existing and         
hereafter created, conveyed to it pursuant to Section 2.01.                     

      The parties hereto intend that the transaction set forth herein be a
sale by the Seller to the Purchaser of all the Seller's right, title and        
interest in and to the Mortgage Loans and other property described above. In the
event the transaction set forth herein is deemed not to be a sale, the Seller,  
hereby grants to the Purchaser a security interest in all of the Seller's right,
title and interest in, to and under the Mortgage Loans and other property       
described above, whether now existing or hereafter created, to secure all of the
Seller's obligations hereunder; and this Agreement shall constitute a security  
agreement under applicable law.                                                 

         The Seller shall cause the Assignments which were delivered in blank to
be completed and shall cause all Assignments referred to in Section 2.02(iii)   
hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded. 
The Seller shall be required to deliver such Assignments for recording within 90
days of the Closing Date. Notwithstanding the foregoing, however, for           
administrative convenience and facilitation of servicing and to reduce closing  
costs, the Assignments of Mortgage shall not be required to be submitted for    
recording with respect to any Mortgage Loan in any jurisdiction where the Rating
Agencies do not require recordation in order to receive the ratings on the      
Certificates at the time of their initial issuance; PROVIDED, HOWEVER, each     
Assignment shall be submitted for recording by the Seller in the manner         
described above, at no expense to the Trust Fund or Trustee, upon the earliest  
to occur of: (i) reasonable direction by Holders of Certificates entitled to at 
least 25% of the Voting Rights, or the NIMS Insurer, (ii) the occurrence of a   
Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy,     
insolvency or foreclosure relating to the Master Servicer, (iv) the occurrence  
of a servicing transfer as described in Section 7.02 of the Pooling and         
Servicing Agreement, (v) if the Seller is not the Master Servicer and with      
respect to any one Assignment the occurrence of a bankruptcy, insolvency or     
foreclosure relating to the Mortgagor under the related Mortgage and (vi) any   
Mortgage Loan that is 90 days or more Delinquent and such recordation would be  
necessary to facilitate conversion of the Mortgaged Property as provided herein.
Upon (a) receipt of written notice from the Trustee that recording of the       
Assignments is required pursuant to one or more of the conditions (excluding (v)
and (vi) above) set forth in the preceding sentence or (b) upon the occurrence  
of condition (v) or (vi) in the preceding sentence, the Seller shall be required
to deliver such Assignments for recording as provided above, promptly and in any
event within 30 days following receipt of such notice. Notwithstanding the      
foregoing, if the Seller 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. The Seller shall furnish the Trustee, or its        
designated agent, with a copy of each Assignment submitted for recording. In the
event that any such Assignment is lost or returned unrecorded because of a      
defect therein, the Seller shall promptly have a substitute Assignment prepared 
or have such defect cured, as the case may be, and thereafter cause each such   
Assignment to be duly recorded.                                                 

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         The Seller shall forward to the Purchaser original documents evidencing
an assumption, modification, consolidation or extension of any Mortgage Loan    
entered into in accordance with the Pooling and Servicing Agreement within two  
weeks of their execution; PROVIDED, HOWEVER, that the Seller shall provide the  
Purchaser with a certified true copy of any such document submitted for         
recordation within two weeks of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by  
the appropriate public recording office to be a true and complete copy of the   
original within 365 days of its submission for recordation. In the event that   
the Seller cannot provide a copy of such document certified by the public       
recording office within such 365 day period, the Seller shall deliver to the    
Purchaser, within such 365 day period, an Officer's Certificate of the Master   
Servicer which shall (A) identify the recorded document, (B) state that the     
recorded document has not been delivered to the Purchaser due solely to a delay 
caused by the public recording office, (C) state the amount of time generally   
required by the applicable recording office to record and return a document     
submitted for recordation, if known, and (D) specify the date the applicable    
recorded document is expected to be delivered to the Purchaser, and, upon       
receipt of a copy of such document certified by the public recording office, the
Seller shall immediately deliver such document to the Purchaser. In the event   
the appropriate public recording office will not certify as to the accuracy of  
such document, the Seller shall deliver a copy of such document certified by an 
officer of the Seller to be a true and complete copy of the original to the     
Purchaser.                                                                      

Section 2.03 PAYMENT OF PURCHASE PRICE FOR THE MORTGAGE LOANS.

       In consideration of the sale of the Mortgage Loans from the Seller to
the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on 
the Closing Date (the "Mortgage Loan Purchase Price") by transfer of (i)        
immediately available funds in an amount equal to $33,599,728.54 and (ii) a     
3.37% percentage interest in the Class C Certificates, the Class P Certificates 
and the Residual Certificates (collectively the "Option One Certificates") which
Option One Certificates shall be registered in the name of Option One Mortgage  
Corporation or a designee of the Seller. The Seller has purchased Cap Contracts 
on behalf of itself and Option One Owner Trust 2001-1A, Option One Owner Trust  
2001-1B, Option One Owner Trust 2001-2, Option One Owner Trust 2003-4, Option   
Owner Trust 2002-3 and Option One Owner Trust 2003-5 (the "Trust Sellers") in   
consideration of a distribution by dividend of net cash proceeds and the        
respective portions of retained Certificates (1) by the Trust Sellers to Option 
One Loan Warehouse Corporation ("Loan Warehouse Corporation") pursuant to (i)   
three Sale and Servicing Agreements, each dated April 1, 2001, among the Seller,
Loan Warehouse Corporation, Wells Fargo Bank, N.A (formerly known as Wells Fargo
Bank Minnesota, National Association). and those respective Trust Sellers, (ii) 
the Sale and Servicing Agreement, dated July 2, 2002, among the Seller, Loan    
Warehouse Corporation, Wells Fargo Bank, N.A. (formerly known as Wells Fargo    
Bank Minnesota, National Association) and Option One Owner Trust 2002-3, (iii)  
the Sale and Servicing Agreement, dated August 8, 2003, among the Seller, Loan  
Warehouse Corporation, Wells Fargo Bank, N.A. (formerly known as Wells Fargo    
Bank Minnesota, National Association) and Option One Owner Trust 2003-4, (iv)   
the Sale and Servicing Agreement, dated November 1, 2003, among the Seller, Loan
Warehouse Corporation, Wells Fargo Bank, N.A. (formerly known as Wells Fargo    
Bank Minnesota, National Association) and Option One Owner Trust 2003-5, (v)    
three Trust Agreements, each dated April 1, 2002, between Loan Warehouse        
Corporation and Wilmington Trust Company pursuant to which those respective     
Trust Sellers were formed, (vi) the Trust Agreement, dated July 2, 2002,        

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between Loan Warehouse Corporation and Wilmington Trust Company to which Option 
One Owner Trust 2002-3 was formed, (vii) the Trust Agreement, dated August 8,   
2003, between Loan Warehouse Corporation and Wilmington Trust Company to which  
Option One Owner Trust 2003-4 was formed and (viii) the Trust Agreement, dated  
November 1, 2003, between Loan Warehouse Corporation and Wilmington Trust       
Company to which Option One Owner Trust 2003-5 was formed and (2) by Loan       
Warehouse Corporation to Option One Mortgage Corporation pursuant to resolutions
adopted on August 1, 2002. The Seller shall pay, and be billed directly for, all
expenses incurred by the Purchaser in connection with the issuance of the       
Certificates, including, without limitation, printing fees incurred in          
connection with the prospectus relating to the Certificates, blue sky           
registration fees and expenses, fees and expenses of Purchaser's counsel, fees  
of the Rating Agencies requested to rate the Certificates, accountant's fees and
expenses and the fees and expenses of the Trustee and other out-of-pocket costs,
if any.                                                                         

ARTICLE III.

 REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

    Section 3.01 SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE
MORTGAGE LOANS.                                                                 

           (a)      The Seller hereby represents and warrants with
respect to the Mortgage Loans to the Purchaser that as of the Closing Date or as
of such date specifically provided herein:                                      

               (1)      The Seller has good title to and is the sole owner
and holder of the Mortgage Loan;                                                

                (2)      Immediately prior to the transfer and assignment to
the Purchaser, the Mortgage Note and Mortgage Loan were not subject to an       
assignment or pledge, and the Seller has full right and authority to sell and   
assign the Mortgage Loan;                                                       

                 (3)      The Seller is transferring such Mortgage Loan to the
Purchaser free and clear of any and all liens, pledges, charges or security     
interests of any nature encumbering the Mortgage Loans;                         

                (4)      The information set forth on Schedule I is true and
correct in all material respects as of the Cut-off Date or such other date as   
may be indicated in such schedule;                                              

           (5)      The Mortgage Loan has been acquired, serviced,
collected and otherwise dealt with by the Seller and any affiliate of the Seller
in compliance with all applicable federal, state and local laws and regulations 
and the terms of the related Mortgage Note and Mortgage;                        

               (6)      The related Mortgage Note and Mortgage are genuine
and each is the legal, valid and binding obligation of the maker thereof,       
enforceable in accordance with its terms except as such enforcement may be      
limited by bankruptcy, insolvency, reorganization or other similar laws         
affecting the enforcement of creditors' rights generally and by general equity  
principles (regardless of whether such enforcement is considered in a proceeding
in equity or at law);                                                           

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                  (7)      The related Mortgage is a valid and enforceable first
or second lien on the related Mortgaged Property, which Mortgaged Property is   
free and clear of all encumbrances and liens (including mechanics liens) having 
priority over the first or second lien of the Mortgage except for: (i) liens for
real estate taxes and assessments not yet due and payable; (ii) covenants,      
conditions and restrictions, rights of way, easements and other matters of      
public record as of the date of recording of such Mortgage, such exceptions     
appearing of record being acceptable to mortgage lending institutions generally 
or specifically reflected or considered in the lender's title insurance policy  
delivered to the originator of the Mortgage Loan and referred to in the         
appraisal made in connection with the origination of the related Mortgage Loan, 
(iii) other matters to which like properties are commonly subject which do not  
materially interfere with the benefits of the security intended to be provided  
by such Mortgage and (iv) the first lien on the Mortgaged Property, in the case 
of the Mortgages that are second liens;                                         

        (8)      Any security agreement, chattel mortgage or
equivalent document related to such Mortgage Loan establishes and creates a     
valid and enforceable first or second lien on the Mortgaged Property;           

                  (9)      As of the last calendar day of December 2004 and with
respect to any Mortgage Loan that had a payment due on or before December 1,    
2004, except with respect to 25.17% of the Mortgage Loans by the aggregate      
Cut-off Date Principal Balance of the Mortgage Loans, the related Monthly       
Payment due on December 1, 2004 has been received. In addition, 1.59% of the    
Mortgage Loans have been 30 or more days delinquent in the last 12 months and   
none of the Mortgage Loans have been 30 or more days delinquent for two payment 
periods in the last 12 months;                                                  

           (10)     The Seller has not advanced funds, or induced,
solicited or knowingly received any advance of funds by a party other than the  
Mortgagor, directly or indirectly, for the payment of any amount required under 
the Mortgage Loan;                                                              

            (11)     The Seller has not impaired, waived, altered or
modified the related Mortgage or Mortgage Note in any material respect, or      
satisfied, canceled, rescinded or subordinated such Mortgage or Mortgage Note in
whole or in part or released all or any material portion of the Mortgaged       
Property from the lien of the Mortgage, or executed any instrument of release,  
cancellation, rescission or satisfaction of the Mortgage Note or Mortgage;      

              (12)     As of the Cut-off Date, the Mortgage has not been
satisfied, canceled or subordinated, in whole or in part, or rescinded, and the 
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part (except for a release that does not materially impair the security of
the Mortgage Loan or a release the effect of which is reflected in the          
Loan-to-Value Ratio or combined Loan-to-Value Ratio for the Mortgage Loan as set
forth in the Schedule of Mortgage Loans), nor has any instrument been executed  
that would effect any such release, cancellation, subordination or rescission;  

        (13)     No Mortgage Loan is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,   
nor will the operation of any of the terms of any Mortgage Note or Mortgage, or 
the exercise of any right thereunder, render either the Mortgage Note or the    
Mortgage unenforceable in whole or in part, or subject to any right of          

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rescission, set-off, counterclaim or defense, including the defense of usury,   
and no such right of rescission, set-off, counterclaim or defense has been      
asserted with respect thereto;                                                  

              (14)     To the Seller's knowledge, there is no proceeding
pending for the total or partial condemnation and no eminent domain proceedings 
pending affecting any Mortgaged Property;                                       

          (15)     Each Mortgage Loan is covered by either (i) a
mortgage title insurance policy or other generally acceptable form of insurance 
policy customary in the jurisdiction where the Mortgaged Property is located    
together with an adjustable rate rider if applicable or (ii) if generally       
acceptable in the jurisdiction where the Mortgaged Property is located, an      
attorney's opinion of title given by an attorney licensed to practice law in the
jurisdiction where the Mortgaged Property is located. All of the Seller's rights
under such policies, opinions or other instruments shall be transferred and     
assigned to Purchaser upon sale and assignment of the Mortgage Loans hereunder. 
The title insurance policy has been issued by a title insurer licensed to do    
business in the jurisdiction where the Mortgaged Property is located, insuring  
the original lender, its successor and assigns, as to the first or second       
priority lien of the Mortgage in the original principal amount of the Mortgage  
Loan, subject to the exceptions contained in such policy. The Seller is the sole
insured of such mortgagee title insurance policy, and such mortgagee title      
insurance policy is in full force and effect and will be in force and effect    
upon the consummation of the transactions contemplated by this Agreement.       
Neither the Seller nor any affiliate of the Seller has made, and the Seller has 
no knowledge of, any claims under such mortgagee title insurance policy. The    
Seller is not aware of any action by a prior holder and neither the Seller nor  
any affiliate of the Seller has done, by act or omission, anything which could  
impair the coverage or enforceability of such mortgagee title insurance policy  
or the accuracy of such attorney's opinion of title;                            

               (16)     There is no material default, breach, violation or
event of acceleration existing under the related Mortgage or the related        
Mortgage Note and no event which, with the passage of time or with notice and   
the expiration of any grace or cure period, would constitute a material default,
breach, violation or event of acceleration, other than a payment delinquency    
that is for a payment due after the date specified in (i) above. Neither the    
Seller nor any affiliate of the Seller has waived any default, breach, violation
or event of acceleration;                                                       

                 (17)     With respect to any Mortgage Loan which provides for
an adjustable interest rate, all rate adjustments have been performed in        
accordance with the terms of the related Mortgage Note or subsequent            
modifications, if any;                                                          

               (18)     To the Seller's knowledge, there are no delinquent
taxes, ground rents, water charges, sewer rents, assessments, insurance         
premiums, leasehold payments, including assessments payable in future           
installments or other outstanding charges, affecting the related Mortgaged      
Property;                                                                       

               (19)     No foreclosure proceedings are pending against the
Mortgaged Property and the Mortgage Loan is not subject to any pending          
bankruptcy or insolvency proceeding, and to the Seller's best knowledge, no     
material litigation or lawsuit relating to the Mortgage Loan is pending;        

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                 (20)     The Mortgage Loan obligates the mortgagor thereunder
to maintain a hazard insurance policy ("Hazard Insurance") in an amount at least
equal to the lesser of (i) the maximum insurable value of such improvements or  
(ii) the principal balance of the Mortgage Loan with a standard mortgagee       
clause, in either case in an amount sufficient to avoid the application of any  
"co-insurance provisions," and, if it was in place at origination of the        
Mortgage Loan, flood insurance, at the mortgagor's cost and expense. If the     
Mortgaged Property is in an area identified in the Federal Register by the      
Federal Emergency Management Agency ("FEMA") as having special flood hazards, a 
flood insurance policy is in effect which met the requirements of FEMA at the   
time such policy was issued. The Mortgage obligates the Mortgagor to maintain   
the Hazard Insurance, and, if applicable, flood insurance policy at the         
Mortgagor's cost and expense, and on the Mortgagor's failure to do so,          
authorizes the holder of the Mortgage to obtain and maintain such insurance at  
the Mortgagor's cost and expense, and to seek reimbursement therefor from the   
Mortgagor. The Mortgaged Property is covered by Hazard Insurance;               

                 (21)     The Mortgage Note is not and has not been secured by
any collateral except the lien of the corresponding Mortgage and the security   
interest of any applicable security agreement or chattel mortgage;              

               (22)     The Mortgage contains an enforceable provision for
the acceleration of the payment of the unpaid principal balance of the Mortgage 
Loan in the event that the Mortgaged Property is sold or transferred without the
prior written consent of the Mortgagee thereunder. The Mortgage contains        
customary and enforceable provisions such as to render the rights and remedies  
of the holder thereof adequate for the realization against the Mortgaged        
Property of the benefits of the security provided thereby, including (i) in the 
case of a Mortgage designated as a deed of trust, by trustee's sale and (ii)    
otherwise by judicial foreclosure. Since the date of origination of the Mortgage
Loan, the Mortgaged Property has not been subject to any bankruptcy proceeding  
or foreclosure proceeding and the Mortgagor has not filed for protection under  
applicable bankruptcy laws. There is no homestead or other exemption available  
to the Mortgagor that would interfere with the right to sell the Mortgaged      
Property at a trustee's sale or the right to foreclose the Mortgage. In the     
event the Mortgage constitutes a deed of trust, a trustee, duly qualified under 
applicable law to serve as such, as been properly designated and currently so   
serves and is named in the Mortgage, and no fees or expenses are or will become 
payable by Purchaser to the trustee under the deed of trust, except in          
connection with a trustee's sale after default by the related Mortgagor. The    
Mortgagor has not notified the Seller or any affiliate of the Seller and the    
Seller has no knowledge of any relief requested or allowed to the Mortgagor     
under the Servicemembers Civil Relief Act;                                      

                  (23)     Except as set forth in the appraisal which forms part
of the related Mortgage File, the Mortgaged Property, normal wear and tear      
excepted, is undamaged by waste, fire, earthquake or earth movement, windstorm, 
flood, tornado or other casualty so as to affect materially and adversely the   
value of the Mortgaged Property as security for the Mortgage Loan or the use for
which the premises were intended;                                               

          (24)     To the Seller's knowledge, there was no fraud
involved in the origination of the Mortgage Loan by the mortgagee or by the     
Mortgagor, any appraiser or any other party involved in the origination of the  
Mortgage Loan;                                                                  

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            (25)     Each Mortgage File contains an appraisal of the
Mortgaged Property indicating the appraised value at the time of origination for
such Mortgaged Property. Each appraisal has been performed in accordance with   
the provisions of the Financial Institutions Reform, Recovery and Enforcement   
Act of 1989;                                                                    

               (26)     To the best of the Seller's knowledge, all parties
which have had any interest in the Mortgage Loan, whether as mortgagee,         
assignee, pledgee or otherwise, are (or, during the period in which they held   
and disposed of such interest, were) in compliance with any and all applicable  
"doing business" and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;                                                  

              (27)     No improvements on the related Mortgaged Property
(upon which value was given) encroach on adjoining properties (and in the case  
of a condominium unit, such improvements are within the project with respect to 
that unit), and no improvements on adjoining properties encroach upon the       
Mortgaged Property unless there exists in the Mortgage File a title Policy with 
endorsements which insure against losses sustained by the insured as a result of
such encroachments;                                                             

               (28)     Each Mortgage Loan was originated or acquired by a
savings and loan association, a savings bank, a commercial bank or similar      
banking institution which is supervised and examined by a federal or state      
authority, or by a mortgagee approved by the Secretary of HUD. Each Mortgage    
Loan was originated substantially in accordance with the Seller's underwriting  
criteria, which are at least as stringent as the underwriting criteria set forth
in the Prospectus Supplement. Each Mortgage Loan is currently being serviced by 
the Seller and has been serviced by the Seller since the date of origination of 
such Mortgage Loan;                                                             

                  (29)     (i) Principal payments on the Mortgage Loan commenced
no more than two months after the proceeds of the Mortgage Loan were disbursed  
and (ii) each Mortgage Note is payable on the first day of each month;          

                  (30)     The Mortgage Loan bears interest at the Mortgage Rate
and the Mortgage Note does not permit negative amortization. No Mortgage Loan   
bearing interest at an adjustable rate permits the Mortgagor to convert the     
Mortgage Loan to a fixed rate Mortgage Loan;                                    

              (31)     With respect to escrow deposits, if any, all such
payments are in the possession of, or under the control of, the Master Servicer 
and there exist no deficiencies in connection therewith for which customary     
arrangements for repayment thereof have not been made. No escrow deposits or    
escrow advances or other charges or payments due the Master Servicer have been  
capitalized under any Mortgage or the related Mortgage Note;                    

             (32)     No Mortgage Loan contains provisions pursuant to
which scheduled payments are: (i) paid or partially paid with funds deposited in
any separate account established by the Seller, the Mortgagor, or anyone on     
behalf of the Mortgagor; or (ii) paid by any source other than the Mortgagor or 
contains any other similar provisions which may constitute a "buydown"          
provision. The Mortgage Loan is not a graduated payment mortgage loan and the   
Mortgage Loan does not have a shared appreciation or other contingent interest  
feature;                                                                        

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                  (33)     As of the origination date of each Mortgage Loan, the
related Mortgaged Property is lawfully permitted to be occupied under applicable
law;                                                                            

              (34)     Except as disclosed in the Prospectus Supplement,
there are no proceedings or investigations pending, with respect to servicing,  
collection or notification practices and with respect to origination practices, 
violating any law in connection with any Mortgage Loan transferred to the       
Purchaser pursuant to this Agreement, including, without limitation, usury,     
truth in lending, real estate settlement procedures, consumer credit protection,
equal credit opportunity or disclosure laws. The Mortgage Loan has been serviced
in accordance with the terms of the Mortgage Note;                              

                 (35)     No Mortgage Loan was made in connection with (a) the
construction or rehabilitation of a Mortgaged Property or (b) facilitating the  
trade-in or exchange of a Mortgaged Property;                                   

              (36)     The proceeds of the Mortgage Loan have been fully
disbursed to or for the account of the Mortgagor and there is no obligation for 
the Mortgagee to advance additional funds thereunder, and any and all           
requirements as to completion of any on-site or off-site improvement and as to  
disbursements of any escrow funds therefor have been complied with. All costs,  
fees and expenses incurred in making or closing the Mortgage Loan and the       
recording of the Mortgage have been paid, and the Mortgagor is not entitled to  
any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage 
Note or Mortgage;                                                               

               (37)     There are no mechanics' or similar liens or claims
that have been filed for work, labor or material (and no rights are outstanding 
that under law could give rise to such lien) affecting the related Mortgaged    
Property that are or may be liens prior to, or equal or coordinate with, the    
lien of the related Mortgage;                                                   

                (38)     As to each Mortgage Loan, interest is calculated on
the Mortgage Note on the basis of twelve 30-day months and a 360 day year;      

          (39)     The Mortgaged Property consists of one of the
following: detached or semi-detached one- to four-family dwelling units,        
townhouses, individual condominium units and individual units in planned unit   
developments or manufactured homes treated as real property under local law;    

                  (40)     The Mortgage Loans were not intentionally selected by
the Seller in a manner intended to adversely affect the Purchaser or the Trust; 

               (41)     The representations, warranties and covenants, set
forth in this Section shall survive the Closing Date;                           

               (42)     The Mortgage Loans have original terms to maturity
ranging from 10 to 30 years;                                                    

                  (43)     As of the Cut-off Date; each Mortgage Loan, including
any Mortgage Loan seasoned more than 12 months as of the Cut-off Date, had an   
loan-to-value-ratio that was less than or equal to 100%;                        

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                  (44)     With respect to each Mortgage Loan, the Mortgage Note
related thereto bears a fixed Mortgage Rate or an adjustable Mortgage Rate which
will be adjusted on each Adjustment Date to equal the Index plus the Gross      
Margin, rounded to the nearest or next highest 0.125%, subject to the Periodic  
Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate;              

                (45)     No Mortgage Loan underlying the security is covered
by the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no        
mortgage loan is in violation of any comparable state law;                      

                (46)     Each Mortgage Loan conforms, and all Mortgage Loans
in the aggregate conform, in all material respects, to the description thereof  
set forth in the Prospectus Supplement;                                         

               (47)     With respect to second lien Mortgage Loans, either
(a) no consent for the Mortgage Loan is required by the holder of the related   
first lien or (b) such consent has been obtained and is contained in the        
Mortgage File;                                                                  

            (48)     Each Mortgage Note is comprised of one original
promissory note and each such promissory note constitutes an "instrument" for   
purposes of section 9-102(a)(65) of the UCC;                                    

               (49)     No Mortgage Loan originated on or after October 1,
2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;         

                  (50)     All Mortgage Loans were originated in compliance with
all applicable local, state and federal laws, including, but not limited to, all
applicable anti-predatory lending laws;                                         

                (51)     None of the Mortgage Loans are High Cost as defined
by the applicable predatory and abusive lending laws;                           

              (52)     No Mortgage Loan is a high cost loan or a covered
loan, as applicable (as such terms are defined in Standard & Poor's LEVELS      
Version 5.6 Glossary Revised, Appendix E);                                      

               (53)     Each Mortgage Loan is a "qualified mortgage" under
Section 860G(a)(3) of the Code.                                                 

                 (54)     No mortgage loan in the trust is a "high cost home,"
"covered" (excluding home loans defined as "covered home loans" in the New      
Jersey Home Ownership Security Act of 2002 that were originated between November
26, 2003 and July 7, 2004), "high risk home" or "predatory" loan under any other
applicable state, federal or local law (or a similarly classified loan using    
different terminology under a law imposing heightened regulatory scrutiny or    
additional legal liability for residential mortgage loans having high interest  
rates, points and/or fees);                                                     

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             (b)      The Seller hereby represents and warrants to the
Purchaser, with respect to the Group I Mortgage Loans as of the Closing Date or 
as of such date specifically provided herein:                                   

                  (1)      Each Group I Mortgage Loan had a Principal Balance at
origination which conformed with Fannie Mae/Freddie Mac guidelines;             

               (2)      No borrower was encouraged or required to select a
Group I Mortgage Loan product offered by the Originator which is a higher cost  
product designed for less creditworthy borrowers, unless at the time of the     
Group I Mortgage Loan's origination, such borrower did not qualify taking into  
account credit history and debt to income ratios for a lower cost credit product
then offered by the Originator or any affiliate of the Originator. If, at the   
time of loan application, the borrower may have qualified for a lower cost      
credit product then offered by any mortgage lending affiliate of the Originator,
the Originator referred the borrower's application to such affiliate for        
underwriting consideration;                                                     

                  (3)      The methodology used in underwriting the extension of
credit for each Group I Mortgage Loan employs objective mathematical principles 
which relate the borrower's income, assets and liabilities to the proposed      
payment, in accordance with the Originator's Underwriting Guidelines, and does  
not rely on the extent of the borrower's equity in the collateral as the        
principal determining factor in approving such credit extension. Such           
underwriting methodology confirmed that at the time of origination the borrower 
had a reasonable ability to make timely payments on the Group I Mortgage Loan;  

           (4)      With respect to any Group I Mortgage Loan that
contains a provision permitting imposition of a premium upon a prepayment prior 
to maturity: (i) prior to the Group I Mortgage Loan's origination, the borrower 
agreed to such premium in exchange for a monetary benefit, including but not    
limited to a rate or fee reduction, (ii) prior to the Group I Mortgage Loan's   
origination, the borrower was offered the option of obtaining a Group I Mortgage
Loan that did not require payment of such a premium, (iii) the prepayment       
premium is disclosed to the borrower in the loan documents pursuant to          
applicable state and federal law, (iv) for loans originated on or after         
September 1, 2004, the duration of the prepayment period shall not exceed three 
(3) years from the date of the note, unless the loan was modified to reduce the 
prepayment period to no more than three years from the date of the note and the 
borrower was notified in                                                        

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writing of such reduction in prepayment period and (v) notwithstanding any state
or federal law to the contrary, the Master Servicer shall not impose such       
prepayment premium in any instance when the mortgage debt is accelerated as the 
result of the borrower's default in making the loan payments;                   

                  (5)      No borrower was required to purchase any credit life,
disability, accident or health insurance product as a condition of obtaining the
extension of credit. No borrower obtained a prepaid single premium credit life, 
disability, accident or health insurance policy in connection with the          
origination of the Group I Mortgage Loan. No proceeds from any Group I Mortgage 
Loan were used to purchase single premium credit insurance policies as part of  
the origination of, or as a condition to closing, such Group I Mortgage Loan;   

                 (6)      All points and fees related to each Group I Mortgage
Loan were disclosed in writing to the borrower in accordance with applicable    
state and federal law and regulation. Except in the case of a Group I Mortgage  
Loan in an original principal amount of less than $60,000 which would have      
resulted in an unprofitable origination, no borrower was charged "points and    
fees" (whether or not financed) in an amount greater than 5% of the principal   
amount of such loan, such 5% limitation calculated in accordance with Fannie    
Mae's anti-predatory lending requirements as set forth in the Fannie Mae Selling
Guide;                                                                          

            (7)      No Group I Mortgage Loan originated on or after
October 1, 2002 through March 6, 2003 is secured by a Mortgaged Property located
in the State of Georgia                                                         

                  (8)      No Mortgage Loan originated on or after March 7, 2003
is a "high cost home loan" as defined under the Georgia Fair Lending Act.       

                 (9)      Each Group I Mortgage Loan is in compliance with the
anti-predatory lending eligibility for purchase requirements of the Fannie Mae  
Lender Letter, LL03-00: Eligibility of Mortgages to Borrowers with Blemished    
Credit Records (04/11/00) other than the requirements regarding Escrow Deposit  
Accounts;                                                                       

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

           (11)     No Mortgage Loan is a "High Cost Home Loan" as
defined in New York Banking Law 6-1;                                            

                (12)     No Group I Mortgage Loan is a "High Cost Home Loan"
as defined in the Arkansas Home Loan Protection Act effective July 16, 2003 (Act
1340 or 2003);"                                                                 

                (13)     No Group I Mortgage Loan is a "High Cost Home Loan"
as defined in Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. 
Stat. Section 360.100);                                                         

           (14)     No Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Jersey Home Ownership Act effective November 27, 2003        
(N.J.S.A. 46; 10B-22 et seq.);                                                  

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                  (15)     No Group I Mortgage Loan is a High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004    
(N.M. Stat. Ann. ss. 58-21A-1 et seq.);                                         

                (16)     No Group I Mortgage Loan is a "High-Risk Home Loan"
as defined in the Illinois High-Risk Home Loan Act effective January 1, 2004    
(815 Ill. Comp. Stat. 137/1 et seq.);                                           

           (17)     No Mortgage Loan is a "High Risk Home Loan" as
defined in the Illinois High Risk Home Loan Act effective January 1, 2004 (815  
Ill. Comp. Stat. 137/1 et seq.);                                                

                 (18)     All fees and charges (including finance charges) and
whether or not financed, assessed, collected or to be collected in connection   
with the origination and servicing of each Group I Mortgage Loan has been       
disclosed in writing to the borrower in accordance with applicable state and    
federal law and regulation; (19) No subprime mortgage loan originated on or     
after October 1, 2002 underlying the Security will impose a prepayment premium  
for a term in excess of three years. Any loans originated prior to such date,   
and any non-subprime loans, will not impose prepayment penalties in excess of   
five years;                                                                     

              (20)     With respect to each mortgage loan underlying the
security, no borrower obtained a prepaid single-premium credit-life, credit     
disability, credit unemployment or credit property insurance policy in          
connection with the origination of the mortgage loan;                           

               (21)     With respect to any mortgage loan originated on or
after August 1, 2004 and underlying the Security, neither the related mortgage  
nor the related mortgage note requires the borrower to submit to arbitration to 
resolve any dispute arising out of or relating in any way to the mortgage loan  
transaction;                                                                    

    Section 3.02 SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE
SELLER. The Seller represents, warrants and covenants to the Purchaser as of the
Closing Date or as of such other date specifically provided herein or in the    
applicable Assignment and Conveyance:                                           

                  (i)      The Seller is duly organized, validly existing and in
good standing as a corporation under the laws of the State of California and is 
and will remain in compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;                   

                (ii)     The Seller has the full power and authority to hold
each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform,
and to enter into and consummate, all transactions contemplated by this         
Agreement. The Seller has duly authorized the execution, delivery and           
performance of this Agreement, has duly executed and delivered this Agreement   
and this Agreement, assuming due authorization, execution and delivery by the   
Purchaser and the Seller, constitutes a legal, valid and binding obligation of  
the Seller, enforceable against it in accordance with its terms except as the   
enforceability thereof may be limited by bankruptcy, insolvency or              
reorganization. At the time of the sale of each Mortgage Loan by the Seller, the

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Seller had the full power and authority to hold each Mortgage Loan and to sell  
each Mortgage Loan;                                                             

                (iii)    The execution and delivery of this Agreement by the
Seller and the performance of and compliance with the terms of this Agreement   
will not violate the Seller's articles of incorporation or by-laws or constitute
a default under or result in a breach or acceleration of, any material contract,
agreement or other instrument to which the Seller is a party or which may be    
applicable to the Seller or its assets;                                         

                 (iv)     The Seller is not in violation of, and the execution
and delivery of this Agreement by the Seller and its performance and compliance 
with the terms of this Agreement will not constitute a violation with respect   
to, any order or decree of any court or any order or regulation of any federal, 
state, municipal or governmental agency having jurisdiction over the Seller or  
its assets, which violation might have consequences that would materially and   
adversely affect the condition (financial or otherwise) or the operation of the 
Seller or its assets or might have consequences that would materially and       
adversely affect the performance of its obligations and duties hereunder;       

               (v)      The Seller is a HUD approved mortgagee pursuant to
Section 203 and Section 211 of the National Housing Act. No event has occurred, 
including but not limited to a change in insurance coverage, which would make   
the Seller unable to comply with HUD eligibility requirements or which would    
require notification to HUD;                                                    

              (vi)     The Seller does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every covenant      
contained in this Agreement;                                                    

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

                (viii)   No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this Agreement  
or the consummation of the transactions contemplated by this Agreement, except  
for such consents, approvals, authorizations or orders, if any, that have been  
obtained;                                                                       

                 (ix)     The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of the Seller. The sale of
the Mortgage Loans was in the ordinary course of business of the Seller and the 
assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller 
are not subject to the bulk transfer or any similar statutory provisions;       

           (x)      The information delivered by the Seller to the
Purchaser with respect to the Seller's loan loss, foreclosure and delinquency   
experience on mortgage loans underwritten to                                    

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similar standards as the Mortgage Loans and covering mortgaged properties       
similar to the Mortgaged Properties, is true and correct in all material        
respects as of the date of such report;                                         

               (xi)     Except with respect to any statement regarding the
intentions of the Purchaser, or any other statement contained herein the truth  
or falsity of which is dependant solely upon the actions of the Purchaser, this 
Agreement does not contain any untrue statement of material fact or omit to     
state a material fact necessary to make the statements contained herein not     
misleading. The written statements, reports and other documents prepared and    
furnished or to be prepared and furnished by the Seller pursuant to this        
Agreement or in connection with the transactions contemplated hereby taken in   
the aggregate do not contain any untrue statement of material fact or omit to   
state a material fact necessary to make the statements contained therein not    
misleading; and                                                                 

              (xii)    The Seller has not transferred the Mortgage Loans
with any intent to hinder, delay or defraud any of its creditors.               

        Section 3.03 REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES. It
is understood and agreed that the representations and warranties set forth in   
Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the      
Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any  
restrictive or qualified endorsement on any Mortgage Note or Assignment or the  
examination or lack of examination of any Mortgage File. With respect to the    
representations and warranties contained herein that are made to the knowledge  
or the best knowledge of the Seller or as to which the Seller has no knowledge, 
if it is discovered that the substance of any such representation and warranty  
is inaccurate and the inaccuracy materially and adversely affects the value of  
the related Mortgage Loan, or the interest therein of the Purchaser or the      
Purchaser's assignee, designee or transferee, then notwithstanding the Seller's 
lack of knowledge with respect to the substance of such representation and      
warranty being inaccurate at the time the representation and warranty was made, 
such inaccuracy shall be deemed a breach of the applicable representation and   
warranty and the Seller shall take such action described in the following       
paragraphs of this Section 3.03 in respect of such Mortgage Loan. Upon discovery
by either the Seller, the Master Servicer or the Purchaser of a breach of any of
the foregoing representations and warranties that materially and adversely      
affects the value of the Mortgage Loans or the interest of the Purchaser (or    
which materially and adversely affects the interests of the Purchaser in the    
related Mortgage Loan in the case of a representation and warranty relating to a
particular Mortgage Loan), the party discovering such breach shall give prompt  
written notice to the others. It is understood by the parties hereto that a     
breach of the representations and warranties made in Section 3.01(a) (45), (53),
(54) and Section 3.01 (b)(7), (8), (20), (21), (22), (23) will be deemed to     
materially and adversely affect the value of the related Mortgage Loan or the   
interest of the Purchaser.                                                      

        Within 120 days of the earlier of either discovery by or notice to the
Seller of any breach of a representation or warranty made by the Seller that    
materially and adversely affects the value of a Mortgage Loan or the Mortgage   
Loans or the interest therein of the Purchaser, the Seller shall use its best   
efforts promptly to cure such breach in all material respects and, if such      
breach cannot be cured, the Seller shall, at the Purchaser's option, repurchase 
such Mortgage Loan at the Purchase Price. In the event that a breach shall      
involve any representation or warranty set forth in Section 3.02 and such breach
cannot be cured within 120 days of the earlier of either discovery              

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by or notice to the Seller of such breach, all of the Mortgage Loans shall, at  
the Purchaser's option, be repurchased by the Seller at the Purchase Price. The 
Seller may, at the request of the Purchaser and assuming the Seller has a       
Qualified Substitute Mortgage Loan, rather than repurchase a deficient Mortgage 
Loan as provided above, remove such Mortgage Loan and substitute in its place a 
Qualified Substitute Mortgage Loan or Loans. If the Seller does not provide a   
Qualified Substitute Mortgage Loan or Loans, it shall repurchase the deficient  
Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing   
provisions of this Section 3.03 shall occur on a date designated by the         
Purchaser and shall be accomplished by deposit in accordance with Section 2.03  
of the Pooling and Servicing Agreement. Any repurchase or substitution required 
by this Section shall be made in a manner consistent with Section 2.03 of the   
Pooling and Servicing Agreement.                                                

     At the time of substitution or repurchase of any deficient Mortgage
Loan, the Purchaser and the Seller shall arrange for the reassignment of the    
repurchased or substituted Mortgage Loan to the Seller and the delivery to the  
Seller of any documents held by the Trustee relating to the deficient or        
repurchased Mortgage Loan. In the event the Purchase Price is deposited in the  
Collection Account, the Seller shall, simultaneously with such deposit, give    
written notice to the Purchaser that such deposit has taken place. Upon such    
repurchase, the Mortgage Loan Schedule shall be amended to reflect the          
withdrawal of the repurchased Mortgage Loan from this Agreement.                

    As to any Deleted Mortgage Loan for which the Seller substitutes a
Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such       
substitution by delivering to the Purchaser or its designee for such Qualified  
Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the          
Assignment and such other documents and agreements as are required by the       
Pooling and Servicing Agreement, with the Mortgage Note endorsed as required    
therein. The Seller shall deposit in the Collection Account the Monthly Payment 
less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans  
in the month following the date of such substitution. Monthly Payments due with 
respect to Qualified Substitute Mortgage Loans in the month of substitution will
be retained by the Seller. For the month of substitution, distributions to the  
Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in 
the month of substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received by the Seller in respect of such Deleted      
Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans  
shall be subject to the terms of this Agreement in all respects, and the Seller 
shall be deemed to have made with respect to such Qualified Substitute Mortgage 
Loan or Loans as of the date of substitution, the covenants, representations and
warranties set forth in Sections 3.01 and 3.02.                                 

         It is understood and agreed that the representations and warranties set
forth in Section 3.01 shall survive delivery of the respective Mortgage Files to
the Trustee on behalf of the Purchaser.                                         

    It is understood and agreed that the obligations of the Seller set
forth in Section 3.03 to cure, repurchase and substitute for a defective        
Mortgage Loan and to indemnify the Purchaser as provided in Section 5.01        
constitute the sole remedies of the Purchaser respecting a missing or defective 
document or a breach of the representations and warranties contained in Section 
3.01 or 3.02.                                                                   

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 ARTICLE IV.

SELLER'S COVENANTS

        Section 4.01 COVENANTS OF THE SELLER. The Seller hereby covenants that
except for the transfer hereunder, the Seller will not sell, pledge, assign or  
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Mortgage Loan, or any interest therein; the Seller will notify  
the Trustee, as assignee of the Purchaser, of the existence of any Lien on any  
Mortgage Loan immediately upon discovery thereof, and the Seller will defend the
right, title and interest of the Trust, as assignee of the Purchaser, in, to and
under the Mortgage Loans, against all claims of third parties claiming through  
or under the Seller or the Seller; provided, however, that nothing in this      
Section 4.01 shall prevent or be deemed to prohibit the Seller from suffering to
exist upon any of the Mortgage Loans any Liens for municipal or other local     
taxes and other governmental charges if such taxes or governmental charges shall
not at the time be due and payable or if the Seller shall currently be          
contesting the validity thereof in good faith by appropriate proceedings and    
shall have set aside on its books adequate reserves with respect thereto.       

ARTICLE V.

INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS

Section 5.01 INDEMNIFICATION.                                 

                 (a)      The Seller agrees to indemnify and hold harmless the
Purchaser, each of its directors, each of its officers and each person or entity
who controls the Purchaser or any such person, within the meaning of Section 15 
of the Securities Act, against any and all losses, claims, damages or           
liabilities, joint and several, as incurred, to which the Purchaser, or any such
person or entity may become subject, under the Securities Act or otherwise, and 
will reimburse the Purchaser, each such director and officer and each such      
controlling person for any legal or other expenses incurred by the Purchaser or 
such controlling person in connection with investigating or defending any such  
losses, claims, damages or liabilities, insofar as such losses, claims, damages 
or liabilities (or actions in respect thereof) arise out of or are based upon   
(i) any untrue statement or alleged untrue statement of any material fact       
contained in the Prospectus Supplement or any amendment or supplement to the    
Prospectus Supplement approved in writing by the Seller or the omission or the  
alleged omission to state therein a material fact necessary in order to make the
statements in the Prospectus Supplement or any amendment or supplement to the   
Prospectus Supplement approved in writing by the Seller, in the light of the    
circumstances under which they were made, not misleading, but only to the extent
that such untrue statement or alleged untrue statement or omission or alleged   
omission relates to the Seller Information contained in the Prospectus          
Supplement, (ii) any untrue statement or alleged untrue statement of any        
material fact contained in the information on any computer tape furnished to the
Purchaser or an affiliate thereof by or on behalf of the Seller containing      
information regarding the assets of the Trust or (iii) any untrue statement or  
alleged untrue statement of any material fact contained in any information      
provided by the Seller to the Purchaser or any affiliate thereof, or any        
material omission from the information purported to be provided hereby, and     
disseminated to KPMG LLP or prospective investors (directly or indirectly       
through available information                                                   

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systems) in connection with the issuance, marketing or offering of the          
Certificates. This indemnity agreement will be in addition to any liability     
which the Seller may otherwise have.                                            

                (b)      The Purchaser agrees to indemnify and hold harmless
the Seller, its officers, directors and each person or entity who controls the  
Seller, or any such person, against any and all losses, claims, damages or      
liabilities, joint and several, to which the Seller or any such person or entity
may become subject, under the Securities Act or otherwise, and will reimburse   
the Seller for any legal or other expenses incurred by the Seller, each officer 
and director and controlling person in connection with investigating or         
defending any such losses, claims, damages or liabilities insofar as such       
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any    
material fact contained in the Prospectus Supplement or any amendment or        
supplement to the Prospectus Supplement or the omission or the alleged omission 
to state therein a material fact necessary in order to make the statements in   
the Prospectus Supplement or any amendment or supplement to the Prospectus      
Supplement, in the light of the circumstances under which they were made, not   
misleading, but only to the extent that such untrue statement or alleged untrue 
statement or omission or alleged omission is not contained in the Seller        
Information in the Prospectus Supplement. This indemnity agreement will be in   
addition to any liability which the Purchaser may otherwise have.               

                  (c)      Promptly after receipt by any indemnified party under
this Article V of notice of any claim or the commencement of any action, such   
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Article V, notify the indemnifying party in       
writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that
the failure to notify an indemnifying party shall not relieve it from any       
liability which it may have under this Article V except to the extent it has    
been materially prejudiced by such failure and, provided further, that the      
failure to notify any indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under this Article V. 

     If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying     
party shall be entitled to participate therein and, to the extent that it       
wishes, jointly with any other similarly notified indemnifying party, to assume 
the defense thereof with counsel reasonably satisfactory to the indemnified     
party. After notice from the indemnifying party to the indemnified party of its 
election to assume the defense of such claim or action, the indemnifying party  
shall not be liable to the indemnified party under this Article V for any legal 
or other expenses subsequently incurred by the indemnified party in connection  
with the defense thereof other than reasonable costs of investigation.          

       Any indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof, but the fees and  
expenses of such counsel shall be at the expense of such indemnified party      
unless: (i) the employment thereof has been specifically authorized by the      
indemnifying party in writing; (ii) such indemnified party shall have been      
advised in writing by such counsel that there may be one or more legal defenses 
available to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is         
advisable for such indemnified party to employ                                  

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separate counsel; or (iii) the indemnifying party has failed to assume the      
defense of such action and employ counsel reasonably satisfactory to the        
indemnified party, in which case, if such indemnified party notifies the        
indemnifying party in writing that it elects to employ separate counsel at the  
expense of the indemnifying party, the indemnifying party shall not have the    
right to assume the defense of such action on behalf of such indemnified party, 
it being understood, however, the indemnifying party shall not, in connection   
with any one such action or separate but substantially similar or related       
actions in the same jurisdiction arising out of the same general allegations or 
circumstances, be liable for the reasonable fees and expenses of more than one  
separate firm of attorneys (in addition to local counsel) at any time for all   
such indemnified parties, which firm shall be designated in writing by the      
Purchaser, if the indemnified parties under this Article V consist of the       
Purchaser or by the Seller, if the indemnified parties in this Article V consist
of the Seller.                                                                  

    Each indemnified party, as a condition of the indemnity agreements
contained in Section 5.01 (a) and (b) hereof, shall use its best efforts to     
cooperate with the indemnifying party in the defense of any such action or      
claim. No indemnifying party shall be liable for any settlement of any such     
action effected without its written consent (which consent shall not be         
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party     
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the 
foregoing sentence, if at any time an indemnified party shall have requested an 
indemnifying party to consent to a settlement of any action, the indemnifying   
party agrees that it shall be liable for any settlement of any proceeding       
effected without its written consent if such settlement is entered into more    
than 30 days after receipt by such indemnifying party of the aforesaid request  
and the indemnifying party has not previously provided the indemnified party    
with written notice of its objection to such settlement. No indemnifying party  
shall effect any settlement of any pending or threatened proceeding in respect  
of which an indemnified party is or could have been a party and indemnity is or 
could have been sought hereunder, without the written consent of such           
indemnified party, unless settlement includes an unconditional release of such  
indemnified party from all liability and claims that are the subject matter of  
such proceeding.                                                                

       (d)      In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in  
this Article is for any reason held to be unenforceable although applicable in  
accordance with its terms, the Seller, on the one hand, and the Purchaser, on   
the other, shall contribute to the aggregate losses, liabilities, claims,       
damages and expenses of the nature contemplated by said indemnity agreement     
incurred by the Seller and the Purchaser in such proportions as shall be        
appropriate to reflect the relative benefits received by the Seller on the one  
hand and the Purchaser on the other from the sale of the Mortgage Loans such    
that the Purchaser is responsible for the lesser of (i) 0.25% thereof and (ii)  
0.25% of the aggregate proceeds to the Seller from the sale of the Mortgage     
Loans and the Seller shall be responsible for the balance; PROVIDED, HOWEVER,   
that no person guilty of fraudulent misrepresentation (within the meaning of    
Section 11(f) of the Securities Act) shall be entitled to contribution from any 
person who was not guilty of such fraudulent misrepresentation. For purposes of 
this Section, each officer and director of the Purchaser and each person, if    
any, who controls the Purchaser within the meaning of Section 15 of the         
Securities Act shall have the same rights to contribution as the Purchaser and  
each director of the Seller, each officer of the Seller,                        

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and each person, if any, who controls the Seller within the meaning of Section  
15 of the Securities Act shall have the same rights to contribution as the      
Seller.                                                                         

               (e)      The Seller agrees to indemnify and to hold each of
the Purchaser, the Trustee, each of the officers and directors of each such     
entity and each person or entity who controls each such entity or person and    
each Certificateholder harmless against any and all claims, losses, penalties,  
fines, forfeitures, legal fees and related costs, judgments, and any other      
costs, fees and expenses that the Purchaser, the Trustee, or any such person or 
entity and any Certificateholder may sustain in any way (i) related to the      
failure of the Seller to perform its duties in compliance with the terms of this
Agreement, (ii) arising from a breach by the Seller of its representations and  
warranties in Section 3.01 or 3.02 of this Agreement or (iii) related to the    
origination or prior servicing of the Mortgage Loans by reason of any acts,     
omissions, or alleged acts or omissions of the Seller or any servicer. The      
Seller shall immediately notify the Purchaser, the Trustee and each             
Certificateholder if a claim is made by a third party with respect to this      
Agreement. The Seller shall assume the defense of any such claim and pay all    
expenses in connection therewith, including reasonable counsel fees, and        
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against the Purchaser, the Trustee or any such person or entity and/or any      
Certificateholder in respect of such claim.                                     

 ARTICLE VI.

 TERMINATION

Section 6.01 TERMINATION. The respective obligations and      
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the Seller's indemnity obligations as provided herein upon the       
termination of the Trust as provided in Article X of the Pooling and Servicing  
Agreement.                                                                      

ARTICLE VII.

MISCELLANEOUS PROVISIONS

    Section 7.01 AMENDMENT. This Agreement may be amended from time to
time, with the consent of the NIMS Insurer, if any, by the Originator, the      
Seller and the Purchaser, by written agreement signed by the Originator, the    
Seller and the Purchaser.                                                       

     Section 7.02 GOVERNING LAW. This Agreement shall be governed by and
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.                                                      

         Section 7.03 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally   
delivered at or mailed by registered mail, postage prepaid, addressed as        
follows:                                                                        

if to the Seller:                                             

Option One Mortgage Corporation             
3 Ada                                       

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Irvine, CA 92618                            
Attention: William L. O'Neill               

or such other address as may hereafter be furnished to the Purchaser in writing 
by the Seller.                                                                  

if to the Purchaser:                                          

Option One Mortgage Acceptance Corporation  
3 Ada                                       
Irvine, CA 92618                            
Attention: William L. O'Neill               

or such other address as may hereafter be furnished to the Seller in writing by 
the Purchaser.                                                                  

    Section 7.04 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions of terms of this Agreement shall be held      
invalid for any reason whatsoever, 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 of
enforceability of the other provisions of this Agreement.                       

     Section 7.05 COUNTERPARTS. This Agreement may be executed in one or
more counterparts and by the different parties hereto on separate counterparts, 
each of which, when so executed, shall be deemed to be an original and such     
counterparts, together, shall constitute one and the same agreement.            

    Section 7.06 FURTHER AGREEMENTS. The Purchaser and the Seller each
agree to execute and deliver to the other such additional documents, instruments
or agreements as may be necessary or reasonable and appropriate to effectuate   
the purposes of this Agreement or in connection with the issuance of any series 
of Certificates representing interests in the Mortgage Loans.                   

Without limiting the generality of the foregoing, as a further
inducement for the Purchaser to purchase the Mortgage Loans from the Seller, the
Seller will cooperate with the Purchaser in connection with the sale of any of  
the securities representing interests in the Mortgage Loans. In that connection,
the Seller will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request and will provide to the 
Purchaser such additional representations and warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers
of the Seller as are reasonably required in connection with such transactions   
and the offering of investment grade securities rated by the Rating Agencies.   

   Section 7.07 INTENTION OF THE PARTIES. It is the intention of the
parties that the Purchaser is purchasing, and the Seller is selling, the        
Mortgage Loans rather than pledging the Mortgage Loans to secure a loan by the  
Purchaser to the Seller. Accordingly, the parties hereto each intend to treat   
the transaction for federal income tax purposes and all other purposes as a sale
by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The      
Purchaser will have the right to review the Mortgage Loans and the related      
Mortgage Files to determine the                                                 

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characteristics of the Mortgage Loans which will affect the federal income tax  
consequences of owning the Mortgage Loans and the Seller will cooperate with all
reasonable requests made by the Purchaser in the course of such review.         

        Section 7.08 SUCCESSORS AND ASSIGNS, ASSIGNMENT OF PURCHASE AGREEMENT.
This Agreement shall bind and inure to the benefit of and be enforceable by the 
Seller, the Purchaser, the Trustee and the NIMs Insurer, if any. The NIMs       
Insurer, if any, shall be a third party beneficiary hereof and may enforce the  
terms hereof as if a party hereto. The obligations of the Seller under this     
Agreement cannot be assigned or delegated to a third party without the consent  
of the Purchaser which consent shall be at the Purchaser's sole discretion,     
except that the Purchaser acknowledges and agrees that the Seller may assign its
obligations hereunder to any Person into which the Seller is merged or any      
corporation resulting from any merger, conversion or consolidation to which the 
Seller is a party or any Person succeeding to the business of the Seller. The   
parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans   
for the purpose of contributing them to a trust that will issue a series of     
Certificates representing undivided interests in such Mortgage Loans. As an     
inducement to the Purchaser to purchase the Mortgage Loans, the Seller          
acknowledges and consents to the assignment by the Purchaser to the Trustee of  
all of the Purchaser's rights against the Seller pursuant to this Agreement     
insofar as such rights relate to Mortgage Loans transferred to the Trustee and  
to the enforcement or exercise of any right or remedy against the Seller        
pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy
by the Trustee shall have the same force and effect as if the right or remedy   
had been enforced or exercised by the Purchaser directly.                       

        Section 7.09 SURVIVAL. The representations and warranties set forth in
Sections 3.01 and 3.02 and the provisions of Article V hereof shall survive the 
purchase of the Mortgage Loans hereunder.                                       

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                IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed to this Mortgage Loan Purchase Agreement by their      
respective officers thereunto duly authorized as of the day and year first above
written.                                                                        

                                    OPTION ONE MORTGAGE ACCEPTANCE
                 CORPORATION
                      As Purchaser

                                           By:__________________________________
                 Name:
                  Title:

                                     OPTION ONE MORTGAGE CORPORATION
                   As Seller

                                           By:__________________________________
                 Name:
                  Title:

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SCHEDULE I

MORTGAGE LOANS

AVAILABLE UPON REQUEST

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 EXHIBIT D

MORTGAGE LOAN SCHEDULE
[FILED BY PAPER]

 EXHIBIT D-1

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 EXHIBIT E

REQUEST FOR RELEASE OF DOCUMENTS

To:      Wells Fargo Bank, N.A.,                                                
1015 10th Avenue S.E.                                         
Minneapolis, MN 55414                                         
Attn: Inventory Control                                       

      Re:      Pooling and Servicing Agreement dated as of January 1, 2005
        among Option One Mortgage Acceptance Corporation, as
                  Depositor, Option One Mortgage Corporation, as Master Servicer
and Wells Fargo Bank, N.A., as Trustee      
                  --------------------------------------------------------------

         In connection with the administration of the Mortgage Loans held by you
as Trustee 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:                                                                           

EXHIBIT E-1 

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Trustee                                                                         
-------                                                                         

Wells Fargo Bank, N. A. on                                                      
Please acknowledge the execution of the above request by your signature and date
below:                                                                          

Signature                         Date                                          

Documents returned to Trustee:                                                  

Trustee                           Date                                          

EXHIBIT E-2 

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 EXHIBIT F-1

 FORM OF TRUSTEE'S INITIAL CERTIFICATION

January __, 2005                                                                

Option One Mortgage Acceptance Corporation       Option One Mortgage Corporation
3 Ada                                            3 Ada                          
Irvine, California 92618                         Irvine, California 92618       
Irvine, California 92618ornia 92618                                             

      Re:      Pooling and Servicing Agreement dated as of January 1, 2005
        among Option One Mortgage Acceptance Corporation, as
                  Depositor, Option One Mortgage Corporation, as Master Servicer
and Wells Fargo Bank, N.A., as Trustee      
                  --------------------------------------------------------------

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 clause (vi) of Section 2.01 of the Pooling and Servicing Agreement.          

WELLS FARGO BANK, N.A.                                                          

By:                                                                             
--------------------------------                                        
Name:                                                                           
Title:                                                                          

EXHIBIT F-1-1 

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 FORM OF TRUSTEE'S FINAL CERTIFICATION

[Date]                                                                          

Option One Mortgage Acceptance Corporation                                  
3 Ada                                                                           
Irvine, California 92618                                                        

      Re:      Pooling and Servicing Agreement dated as of January 1, 2005
        among Option One Mortgage Acceptance Corporation, as
                  Depositor, Option One Mortgage Corporation, as Master Servicer
and Wells Fargo Bank, N.A., as Trustee      
                  --------------------------------------------------------------

Ladies and Gentlemen:                                                           

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan     
listed in the Mortgage Loan Schedule (other than any Mortgage loan paid in full 
or listed on Schedule I hereto) it (or its custodian) has received the          
applicable documents listed in Section 2.01 of the Pooling and Servicing        
Agreement.                                                                      

The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on
Schedule I hereto, it has reviewed the documents listed above and has determined
that each such document appears to be complete and, based on an examination of  
such documents, the information set forth in the Mortgage Loan Schedule is      
correct.                                                                        

  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 clause (vi) of Section 
2.01 of the Pooling and Servicing Agreement.                                    

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This          
Certificate is qualified in all respects by the terms of said Pooling and       
Servicing Agreement.                                                            

EXHIBIT F-2-1 

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WELLS FARGO BANK, N.A., as Trustee                                              

By:                                                                             
-------------------------------------------------                       
Name:                                                                           
Title:                                                                          

EXHIBIT F-2-2 

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 EXHIBIT F-3

FORM OF RECEIPT OF MORTGAGE NOTE

Option One Mortgage Acceptance Corporation                                      
3 Ada Road                                                                      
Irvine, California 92618                                                        

Re:      Option One Mortgage Loan Trust 2005-1,               
Asset-Backed Certificates Series 2005-1     
---------------------------------------     

Ladies and Gentlemen:                                                           

Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of    
January 1, 2005, among Option One Mortgage Acceptance Corporation as Depositor, 
Option One Mortgage Corporation as Master Servicer and Wells Fargo Bank, N.A. as
Trustee (the "Trustee"), we hereby acknowledge the receipt of the original      
Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any       
exceptions thereto listed on Exhibit 2.                                         

WELLS FARGO BANK, N.A.                                                          
as Trustee                                                                      

By:                                                                             
----------------------------------------                                
Name:                                                                           
Title:                                                                          

EXHIBIT F-3-1 

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 EXHIBIT G

LOSS MITIGATION PROCEDURES

 EXHIBIT G-1

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 EXHIBIT H

 FORM OF LOST NOTE AFFIDAVIT

Personally appeared before me the undersigned authority to administer oaths,    
_____________________________________________ who first being duly sworn deposes
and says: Deponent is ______________________ of _______________________,        
successor by merger to ______________________ ("Seller") and who has personal   
knowledge of the facts set out in this affidavit.                               

On ________________________, _______________________ did execute and deliver a  
promissory note in the principal amount of $ .                                  

That said note has been misplaced or lost through causes unknown and is         
presently lost and unavailable after diligent search has been made. Seller's    
records show that an amount of principal and interest on said note is still     
presently outstanding, due, and unpaid, and Seller is still owner and holder in 
due course of said lost note.                                                   

Seller executes this Affidavit for the purpose of inducing Wells Fargo Bank,    
N.A., as trustee on behalf of Option One Mortgage Loan Trust 2005-1,            
Asset-Backed Certificates Series 2005-1, to accept the transfer of the above    
described loan from Seller.                                                     

Seller agrees to indemnify Wells Fargo Bank, N.A., Option One Mortgage cceptance
Corporation and Option One Mortgage Corporation harmless for any losses incurred
by such parties resulting from the above described promissory note has been lost
or misplaced.                                                                   

By:                                                                             
--------------------------------                                        

 EXHIBIT H-1

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STATE OF                   )                                                    
)       SS:               
COUNTY OF                  )                                                    

On this _____ day of , 20__, before me, a Notary Public, in and for said County 
and State, appeared , who acknowledged the extension of the foregoing and who,  
having been duly sworn, states that any representations therein contained are   
true.                                                                           

Witness my hand and Notarial Seal this __________________ day of 20__.          

My commission expires ______________.                                           

 EXHIBIT H-2

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 EXHIBIT I

[RESERVED]

 EXHIBIT I-1

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 EXHIBIT J

 FORM OF INVESTMENT LETTER [NON-RULE 144A]

      [DATE]

Option One Mortgage Acceptance Corporation        Wells Fargo Bank, N.A.        
3 Ada                                             9062 Old Annapolis Road       
Irvine, California 92618                          Columbia, Maryland 21045-1951 

Re:      Option One Mortgage Loan Trust 2005-1,               
Asset-Backed Certificates Series 2005-1     
---------------------------------------     

Ladies and Gentlemen:                                                           

         In connection with our acquisition of the above-captioned Certificates,
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is exempt 
from the registration requirements of the Act and any such laws, (b) we are an  
"accredited investor," as defined in Regulation D under the Act, and have such  
knowledge and experience in financial and business matters that we are capable  
of evaluating the merits and risks of investments in the Certificates, (c) we   
have had the opportunity to ask questions of and receive answers from the       
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) we are not an employee benefit plan that is      
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as   
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the 
Certificates for investment for our own account and not with a view to any      
distribution of such Certificates (but without prejudice to our right at all    
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited   
offers to buy any Certificates from, any person, or otherwise approached or     
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,  
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement    
under the Act or is exempt from such registration requirements, and if          
requested, we will at our expense provide an opinion of counsel satisfactory to 
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or         
transferee of such Certificate has executed and delivered to you a certificate  
to substantially the same effect as this certificate, and (3) the purchaser or  
transferee has otherwise complied with any conditions for transfer set forth in 
the Pooling and Servicing Agreement.                                            

EXHIBIT J-1 

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Very truly yours,                                                               

[NAME OF TRANSFEREE]                                                            

By:                                                                             
----------------------------------------                                
Authorized Officer                                                              

EXHIBIT J-2 

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 FORM OF RULE 144A INVESTMENT LETTER

                [DATE]

Option One Mortgage Acceptance Corporation         Wells Fargo Bank, N.A.       
3 Ada                                              9062 Old Annapolis Road      
Irvine, California 92618                           Columbia, Maryland 21045-1951

Re:         Option One Mortgage Loan Trust 2005-1,                              
Asset-Backed Certificates Series 2005-1                 
---------------------------------------                 

Ladies and Gentlemen:                                                           

         In connection with our acquisition of the above Certificates we certify
that:                                                                           

        (a) we understand that the Certificates are not being registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities laws
and are being transferred to us in a transaction that is exempt from the        
registration requirements of the Act and any such laws;                         

         (b) we have had the opportunity to ask questions of and receive answers
from the Depositor concerning the purchase of the Certificates and all matters  
relating thereto or any additional information deemed necessary to our decision 
to purchase the Certificates;                                                   

         (c) we are not an employee benefit plan that is subject to the Employee
Retirement Income Security Act of 1974, as amended, or a plan that is subject to
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting
on behalf of any such plan;                                                     

(d) we have not, nor has anyone acting on our behalf offered, 
transferred, pledged, sold or otherwise disposed of the Certificates, any       
interest in the Certificates or any other similar security to, or solicited any 
offer to buy or accept a transfer, pledge or other disposition of the           
Certificates, any interest in the Certificates or any other similar security    
from, or otherwise approached or negotiated with respect to the Certificates,   
any interest in the Certificates or any other similar security with, any person 
in any manner, or made any general solicitation by means of general advertising 
or in any other manner, or taken any other action, that would constitute a      
distribution of the Certificates under the Securities Act or that would render  
the disposition of the Certificates a violation of Section 5 of the Securities  
Act or require registration pursuant thereto, nor will act, nor has authorized  
or will authorize any person to act, in such manner with respect to the         
Certificates;                                                                   

         (e) we are a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act and have completed either of the forms of    
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A            

EXHIBIT J-3 

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and further, understand that such Certificates may be resold, pledged or        
transferred only (i) to a person reasonably believed to be a qualified          
institutional buyer that purchases for its own account or for the account of a  
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another    
exemption from registration under the Securities Act; and                       

        (f) either (i) we are not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA), or Section 4975 of the Internal Revenue Code  
of 1986, as amended ("Plan"), or any other person (including an investment      
manager, a named fiduciary or a trustee of any Plan) acting, directly or        
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan within the meaning of the Department of Labor ("DOL") regulation at 29     
C.F.R. `2510.3-101 or (ii) we have provided the Trustee, the Depositor and the  
Master Servicer with an opinion of counsel acceptable to and in form and        
substance satisfactory to such parties to the effect that the purchase of       
Certificates is permissible under applicable law, will not constitute or result 
in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code
and will not subject the Trustee, the Depositor or the Master Servicer to any   
obligation or liability (including obligations or liabilities under ERISA or    
Section 4975 of the Code) in addition to those undertaken in the Pooling and    
Servicing Agreement.                                                            

Very truly yours,                                                               

[NAME OF TRANSFEREE]                                                            

By:                                                                             
----------------------------------------                                
Authorized Officer                                                              

EXHIBIT J-4 

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                                                            ANNEX 1 TO EXHIBIT J
                                                            --------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------

[For Transferees Other Than Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties listed 
in the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:                                  

1. As indicated below, the undersigned is the President, Chief Financial        
Officer, Senior Vice President or other executive officer of the Buyer.         

2. In connection with purchases by the Buyer, the Buyer is a "qualified         
institutional buyer" as that term is defined in Rule 144A under the Securities  
Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or        
invested on a discretionary basis $_______1 in securities (except for the       
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year (such amount being calculated in accordance with Rule 144A and (ii) 
the Buyer satisfies the criteria in the category marked below.                  

CORPORATION, ETC. The Buyer is a corporation (other than a bank, savings and    
loan association or similar institution), Massachusetts or similar business     
trust, partnership, or charitable organization described in Section 501 (c) (3) 
of the Internal Revenue Code of 1986, as amended.                               

BANK. The Buyer (a) is a national bank or banking institution organized under   
the laws of any State, territory or the District of Columbia, the business of   
which is substantially confined to banking and is supervised by the State or    
territorial banking commission or similar official or is a foreign bank or      
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is   
attached hereto.                                                                

SAVINGS AND LOAN. The Buyer (a) is a savings and loan association, building and 
loan association, cooperative bank, homestead association or similar            
institution, which is supervised and examined by a State or Federal authority   
having supervision over any such institutions or is a foreign savings and loan  
association or equivalent institution and (b) has an audited net worth of at    
least $25,000,000 as demonstrated in its latest annual financial statements, a  
copy of which is attached hereto.                                               

BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15 of the   
Securities Exchange Act of 1934.                                                

INSURANCE COMPANY. The Buyer is an insurance company whose primary and          
predominant business activity is the writing of insurance or the reinsuring of  
risks underwritten by insurance                                                 

----------                                                                      
1 Buyer must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or   
invest on a discretionary basis at least $10,000,000 in securities.             

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companies and which is subject to supervision by the insurance commissioner or a
similar official or agency of a State, territory or the District of Columbia.   

STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by a State, 
its political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees.                       

ERISA PLAN. The Buyer is an employee benefit plan within the meaning of Title I 
of the Employee Retirement Income Security Act of 1974.                         

INVESTMENT ADVISOR. The Buyer is an investment advisor registered under the     
Investment Advisors Act of 1940.                                                

SMALL BUSINESS INVESTMENT COMPANY. Buyer is a small business investment company 
licensed by the U.S. Small Business Administration under Section 301(c) or (d)  
of the Small Business Investment Act of 1958.                                   

BUSINESS DEVELOPMENT COMPANY. Buyer is a business development company as defined
in Section 202(a)(22) of the Investment Advisors Act of 1940.                   

3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of      
issuers that are affiliated with the Buyer, (ii) securities that are part of an 
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,     
(iii) securities issued or guaranteed by the U.S. or any instrumentality        
thereof, (iv) bank deposit notes and certificates of deposit (v) loan           
participations, (vi) repurchase agreements, (vii) securities owned but subject  
to a repurchase agreement and (viii) currency, interest rate and commodity      
swaps.                                                                          

4. For purposes of determining the aggregate amount of securities owned and/or  
invested on a discretionary basis by the Buyer, the Buyer used the cost of such 
securities to the Buyer and did not include any of the securities referred to in
the preceding paragraph, except (i) where the Buyer reports its securities      
holdings in its financial statements on the basis of their market value, and    
(ii) no current information with respect to the cost of those securities has    
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the     
Buyer may have included securities owned by subsidiaries of the Buyer, but only 
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the 
investments of such subsidiaries are managed under the Buyer's direction.       
However, such securities were not included if the Buyer is a majority-owned,    
consolidated subsidiary of another enterprise and the Buyer is not itself a     
reporting company under the Securities Exchange Act of 1934, as amended.        

5. The Buyer acknowledges that it is familiar with Rule 144A and understands    
that the seller to it and other parties related to the Certificates are relying 
and will continue to rely on the statements made herein because one or more     
sales to the Buyer may be in reliance on Rule 144A.                             

6. Until the date of purchase of the Rule 144A Securities, the Buyer will notify
each of the parties to which this certification is made of any changes in the   
information and conclusions herein. Until such notice is given, the Buyer's     
purchase of the Certificates will constitute a                                  

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reaffirmation of this certification as of the date of such purchase. In         
addition, if the Buyer is a bank or savings and loan is provided above, the     
Buyer agrees that it will furnish to such parties updated annual financial      
statements promptly after they become available.                                

-------------------------------                                                 
Print Name of Buyer                                                             

By:                                                                             
-----------------------------------------                                 
Name:                                                                           
Title:                                                                          

Date:                                                                           

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                                                            ANNEX 2 TO EXHIBIT J
                                                            --------------------

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------

[For Transferees That are Registered Investment Companies]

The undersigned (the "Buyer") hereby certifies as follows to the parties listed 
in the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:                                  

1. As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the Buyer or, if the Buyer is a "qualified          
institutional buyer" as that term is defined in Rule 144A under the Securities  
Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of      
Investment Companies (as defined below), is such an officer of the Adviser.     

2. In connection with purchases by Buyer, the Buyer is a "qualified             
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, as      
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of     
Investment Companies, owned at least $100,000,000 in securities (other than the 
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year. For purposes of determining the amount of securities owned by the  
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyers Family of Investment         
Companies reports its securities holdings in its financial statements on the    
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding    
sentence applies, the securities may be valued at market.                       

The Buyer owned $___________ in securities (other than the excluded securities  
referred to below) as of the end of the Buyer's most recent fiscal year (such   
amount being calculated in accordance with Rule 144A).                          

The Buyer is part of a Family of Investment Companies which owned in the        
aggregate $_____________ in securities (other than the excluded securities      
referred to below) as of the end of the Buyer's most recent fiscal year (such   
amount being calculated in accordance with Rule 144A).                          

3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more   
registered investment companies (or series thereof) that have the same          
investment adviser or investment advisers that are affiliated (by virtue of     
being majority owned subsidiaries of the same parent or because one investment  
adviser is a majority owned subsidiary of the other).                           

4. The term "SECURITIES" as used herein does not include (i) securities of      
issuers that are affiliated with the Buyer or are part of the Buyer's Family of 
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any   
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,  
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but  
subject to a repurchase agreement and (vii) currency, interest rate and         
commodity swaps.                                                                

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5. The Buyer is familiar with Rule 144A and understands that the parties listed 
in the Rule 144A Transferee Certificate to which this certification relates are 
relying and will continue to rely on the statements made herein because one or  
more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer
will only purchase for the Buyer's own account.                                 

6. Until the date of purchase of the Certificates, the undersigned will notify  
the parties listed in the Rule 144A Transferee Certificate to which this        
certification relates of any changes in the information and conclusions herein. 
Until such notice is given, the Buyer's purchase of the Certificates will       
constitute a reaffirmation of this certification by the undersigned as of the   
date of such purchase.                                                          

Print Name of Buyer or Adviser                                                  

By:                                                                             
Name:                                                                           
Title                                                                           

IF AN ADVISER:                                                                  

 Print Name of Buyer

Date:                                                                           

EXHIBIT J-9 

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 EXHIBIT K

 AFFIDAVIT OF TRANSFER OF R CERTIFICATES
 PURSUANT TO SECTION 5.02(d)

OPTION ONE MORTGAGE LOAN TRUST 2005-1,
ASSET-BACKED CERTIFICATES, SERIES 2005-1

STATE OF                   )                                                    
) ss..                    
COUNTY OF                  )                                                    

                The undersigned, being first duly sworn, deposes and says as
follows:                                                                        

           1. The undersigned is an officer of Option One Mortgage
Corporation, the proposed Transferee of an Ownership Interest in a Residual     
Certificate (the "CERTIFICATE") issued pursuant to the Pooling and Servicing    
Agreement dated as of January 1, 2005 (the "AGREEMENT"), among Option One       
Mortgage Acceptance Corporation, as depositor (the "DEPOSITOR"), Option One     
Mortgage Corporation, as master servicer (the " MASTER SERVICER") and Wells     
Fargo Bank, N.A., as trustee (the "TRUSTEE"). Capitalized terms used, but not   
defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to such 
terms in the Agreement. The Transferee has authorized the undersigned to make   
this affidavit on behalf of the Transferee for the benefit of the Depositor and 
the Trustee.                                                                    

                2. The Transferee is, as of the date hereof, and will be, as
of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate for its own account. The Transferee   
has no knowledge that any such affidavit is false.                              

               3. The Transferee has been advised of, and understands that
(i) a tax will be imposed on Transfers of the Certificate to Persons that are   
not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, 
if such Transfer is through an agent (which includes a broker, nominee or       
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is a Permitted Transferee and, at the time of        
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

                 4. The Transferee has been advised of, and understands that a
tax will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a  
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this   
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,   
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another     
Person.)                                                                        

EXHIBIT K-1 

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            5. The Transferee has reviewed the provisions of Section
5.02(d) of the Agreement and understands the legal consequences of the          
acquisition of an Ownership Interest in the Certificate including, without      
limitation, the restrictions on subsequent Transfers and the provisions         
regarding voiding the Transfer and mandatory sales. The Transferee expressly    
agrees to be bound by and to abide by the provisions of Section 5.02(d) of the  
Agreement and the restrictions noted on the face of the Certificate. The        
Transferee understands and agrees that any breach of any of the representations 
included herein shall render the Transfer to the Transferee contemplated hereby 
null and void.                                                                  

                 6. The Transferee agrees to require a Transfer Affidavit from
any Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the   
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit L to the Agreement (a "TRANSFEROR CERTIFICATE") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.                           

                  7. The Transferee has historically paid its debts as they have
come due, intends to pay its debts as they come due in the future, and          
understands that the taxes payable with respect to the Certificate may exceed   
the cash flow with respect thereto in some or all periods and intends to pay    
such taxes as they become due. The Transferee does not have the intention to    
impede the assessment or collection of any tax legally required to be paid with 
respect to the Certificate.                                                     

         8. The Transferee's taxpayer identification number is
33-0536622.                                                                     

                 9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).                                                                    

             10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury         
regulations promulgated pursuant to the Code and that the transferor of a       
noneconomic residual interest will remain liable for any taxes due with respect 
to the income on such residual interest, unless no significant purpose of the   
transfer was to impede the assessment or collection of tax.                     

                 11. The Transferee will not cause income from the Certificate
to be attributable to a foreign permanent establishment or fixed base, within   
the meaning of an applicable income tax treaty, of the Transferee or any other  
U.S. person.                                                                    

12. Check one of the following:             

            |_| The present value of the anticipated tax liabilities
associated with holding the Certificate, as applicable, does not exceed the sum 
of:                                                                             

                (i)      the present value of any consideration given to the
             Transferee to acquire such Certificate;

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     (ii)     the present value of the expected future
            distributions on such Certificate; and

             (iii)    the present value of the anticipated tax savings
                     associated with holding such Certificate as the
     related REMIC generates losses.

           For purposes of this calculation, (i) the Transferee is
assumed to pay tax at the highest rate currently specified in Section 11(b) of  
the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in    
lieu of the highest rate specified in Section 11(b) of the Code if the          
Transferee has been subject to the alternative minimum tax under Section 55 of  
the Code in the preceding two years and will compute its taxable income in the  
current taxable year using the alternative minimum tax rate) and (ii) present   
values are computed using a discount rate equal to the short-term Federal rate  
prescribed by Section 1274(d) of the Code for the month of the transfer and the 
compounding period used by the Transferee.                                      

          |_| The transfer of the Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,          

            (i)      the Transferee is an "eligible corporation," as
                  defined in U.S. Treasury Regulations Section
                    1.860E-1(c)(6)(i), as to which income from the
                          Certificate will only be taxed in the United States;

                 (ii)     at the time of the transfer, and at the close of the
                         Transferee's two fiscal years preceding the year of
                       the transfer, the Transferee had gross assets for
                 financial reporting purposes (excluding any
                      obligation of a person related to the Transferee
                     within the meaning of U.S. Treasury Regulations
                           Section 1.860E-1(c)(6)(ii)) in excess of $100 million
              and net assets in excess of $10 million;

                 (iii)    the Transferee will transfer the Certificate only to
                        another "eligible corporation," as defined in U.S.
                          Treasury Regulations Section 1.860E-1(c)(6)(i), in a
                    transaction that satisfies the requirements of
                    Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
                 Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations; and          

                (iv)     the Transferee determined the consideration paid to
                       it to acquire the Certificate based on reasonable
                        market assumptions (including, but not limited to,
                         borrowing and investment rates, prepayment and loss
                        assumptions, expense and reinvestment assumptions,
                 tax rates and other factors specific to the
                       Transferee) that it has determined in good faith.

|_| None of the above.                      

              13. The Transferee is not an employee benefit plan that is
subject to Title I of ERISA or a plan that is subject to Section 4975 of the    
Code or a plan subject to any Federal, state or local law that is substantially 
similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is  
not acting on behalf of or investing plan assets of such a plan.                

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                 IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,  
by its duly authorized officer and its corporate seal to be hereunto affixed,   
duly attested, this day of , 20 .                                               

                                                 OPTION ONE MORTGAGE CORPORATION

                     By:
                                                    ----------------------------
                             Name:
                              Title:

[Corporate Seal]                                                                

ATTEST:                                                                         

_________________________________                                               
[Assistant] Secretary                                                           

             Personally appeared before me the above-named __________,
known or proved to me to be the same person who executed the foregoing          
instrument and to be the ___________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the     
Transferee.                                                                     

              Subscribed and sworn before me this ____ day of _________,
20__.                                                                           

                                         ---------------------------------------
                                       NOTARY PUBLIC

                                     My Commission expires the _____ day
                      of _________, 20____

[Corporate Seal]                                                                

ATTEST:                                                                         

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[Assistant] Secretary                                                           

            Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to 
be the of the Transferee, and acknowledged that he executed the same as his free
act and deed and the free act and deed of the Transferee.                       

               Subscribed and sworn before me this ____ day of __________,
____.                                                                           

                                                 NOTARY PUBLIC

      My Commission expires the day of __________, ____.

EXHIBIT K-5 

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 EXHIBIT L

FORM OF TRANSFEROR CERTIFICATE

[DATE]

Option One Mortgage Acceptance Corporation                                      
3 Ada                                                                           
Irvine, California 92618                                                        

   Re:      Option One Mortgage Loan Trust 2005-1,
             Asset-Backed Certificates Series 2005-1
             ---------------------------------------

Ladies and Gentlemen:                                                           

         In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the 
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in 
a transaction that is exempt from the registration requirements of the Act, (b) 
we have not offered or sold any Certificates to, or solicited offers to buy any 
Certificates from, any person, or otherwise approached or negotiated with any   
person with respect thereto, in a manner that would be deemed, or taken any     
other action which would result in, a violation of Section 5 of the Act, (c) to 
the extent we are disposing of a Class [ ] Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed     
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.                                                                         

                 Very truly yours,

          TRANSFEROR

   By:
     Name:
      Title:

EXHIBIT L-1 

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 EXHIBIT M

FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                       _____________, 20__

Option One Mortgage Acceptance Corporation        Wells Fargo Bank, N.A.        
3 Ada                                             9062 Old Annapolis Road       
Irvine, California 92618                          Columbia, Maryland 21045-1951 
Option One Mortgage Corporation                                                 
3 Ada                                                                           
Irvine, California 92618                                                        

   Re:      Option One Mortgage Loan Trust 2005-1,
             Asset-Backed Certificates Series 2005-1
             ---------------------------------------
Dear Sirs:                                                                      

                 _______________________ (the "Transferee") intends to acquire
from _____________________ (the "Transferor") $____________ Initial Certificate 
Principal Balance Option One Mortgage Loan Trust 2005-1, Asset-Backed           
Certificates Series 2005-1, Class [C][P][R] (the "Certificates"), issued        
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing       
Agreement") dated as of January 1, 2005 among Option One Mortgage Acceptance    
Corporation as depositor (the "Depositor"), Option One Mortgage Corporation as  
master servicer (the "Master Servicer") and Wells Fargo Bank, 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 the following:                   

                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.                                                                     

                           Very truly yours,

                                         By:____________________________
               Name:
                Title:

EXHIBIT M-1 

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FORM OF CAP CONTRACT

Available Upon Request

 EXHIBIT N-1

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FORM OF SUBSEQUENT TRANSFER INSTRUMENT

       Pursuant to this Subsequent Transfer Instrument, dated ________, 2005
(the "Instrument"), between Option One Mortgage Acceptance Corporation as seller
(the "Depositor"), and Wells Fargo Bank, N.A. as trustee of the Option One      
Mortgage Loan Trust 2005-1 Asset-Backed Certificates, Series 2005-1, as         
purchaser (the "Trustee"), and pursuant to the Pooling and Servicing Agreement, 
dated as of January 1, 2005 (the "Pooling and Servicing Agreement"), among the  
Depositor as depositor, Option One Mortgage Corporation as master servicer and  
the Trustee as trustee, the Depositor and the Trustee agree to the sale by the  
Depositor and the purchase by the Trustee in trust, on behalf of the Trust, of  
the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the       
"Subsequent Mortgage Loans").                                                   

        Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.                      

Section 1.        CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.    

    (a) The Depositor does hereby sell, transfer, assign, set over and
convey to the Trustee in trust, on behalf of the Trust, without recourse, all of
its right, title and interest in and to the Subsequent Mortgage Loans, and      
including all amounts due on the Subsequent Mortgage Loans after the related    
Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage  
Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing     
Agreement; provided, however that the Depositor reserves and retains all right, 
title and interest in and to amounts due on the Subsequent Mortgage Loans on or 
prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously  
with the delivery of this Agreement, has delivered or caused to be delivered to 
the Trustee each item set forth in Section 2.01 of the Pooling and Servicing    
Agreement. The transfer to the Trustee by the Depositor of the Subsequent       
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Master Servicer, the Trustee and the             
Certificateholders to constitute and to be treated as a sale by the Depositor to
the Trust Fund.                                                                 

         (b) 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, in, to and under the Subsequent Mortgage Loan    
Purchase Agreement, dated the date hereof, between the Depositor as purchaser   
and the Master Servicer as seller, to the extent of the Subsequent Mortgage     
Loans.                                                                          

        (c) Additional terms of the sale are set forth on Attachment A hereto.

         Section 2.        REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.

         (a) The Depositor hereby confirms that each of the conditions precedent
and the representations and warranties set forth in Section 2.08 of the Pooling 
and Servicing Agreement are satisfied as of the date hereof.                    

         (b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any      
conflict, the provisions of this Instrument shall control over the conflicting  
provisions of the Pooling and Servicing Agreement.                              

Section 3.        RECORDATION OF INSTRUMENT.                  

EXHIBIT O-1 

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  To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation 
in all appropriate public offices for real property records in all of 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 Certificateholders' expense on direction of the related         
Certificateholders, but only when accompanied by an Opinion of Counsel to the   
effect that such recordation materially and beneficially affects the interests  
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.                                                             

Section 4.        GOVERNING LAW.                              

       This Instrument 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, without giving      
effect to principles of conflicts of law.                                       

Section 5.        COUNTERPARTS.                               

        This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so       
executed, shall be deemed to be an original; such counterparts, together, shall 
constitute one and the same instrument.                                         

Section 6.        SUCCESSORS AND ASSIGNS.                     

       This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.          

                                      OPTION ONE MORTGAGE ACCEPTANCE
                   CORPORATION

                                            By:_________________________________
             Name:
              Title:

                                          WELLS FARGO BANK, N.A., as Trustee
                                          for Option One Mortgage Loan Trust
                                          2005-1, Asset-Backed Certificates,
                     Series 2005-1

                                            By:_________________________________
             Name:
              Title:

Attachments                                                                     
-----------                                                                     
A. Additional terms of sale.                                                    
B. Schedule of Subsequent Mortgage Loans.                                       

EXHIBIT O-2 

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ATTACHMENT A
------------

ADDITIONAL TERMS OF SALE

A. General                                                    

             1.  Subsequent Cut-off Date: ______________________, 2005
                2.  Subsequent Transfer Date:  _______________________, 2005
              3.  Aggregate Principal Balance of the Subsequent Mortgage
      Loans as of the Subsequent Cut-off Date: $
4.  Purchase Price: 100.00%                 

      B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off     
Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as
of the last day of the month preceding the Subsequent Cut-off Date; (ii) the    
original term to stated maturity of such Subsequent Mortgage Loan will not be   
less than 120 months and will not exceed 360 months; (iii) the Subsequent       
Mortgage Loan may not provide for negative amortization; (iv) such Subsequent   
Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (v) such
Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a       
weighted average term since origination not in excess of 6 months; (vi) such    
Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage  
Rate that is not less than [_____] % or greater than [_____] %; (vii) such      
Subsequent Mortgage Loan shall have been serviced by the Master Servicer since  
origination or the date of purchase; (viii) such Subsequent Mortgage Loan must  
have a first payment date occurring on or before [_____], 2005 (ix) if the      
Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent    
Mortgage Loan will have a Gross Margin not less than [_____] %; (x) if the      
Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent    
Mortgage Loan will have a Maximum Mortgage Rate not less than [_____]%; (xi) if 
the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent
Mortgage Loan will have a Minimum Mortgage Rate not less than [_____] % and     
(xii) such Subsequent Mortgage Loan shall have been underwritten in accordance  
with the criteria set forth under "Option One Mortgage Corporation Underwriting 
Standards" in the Prospectus Supplement.                                        

         C. Following the purchase of any Subsequent Mortgage Loan by the Trust,
the Mortgage Loans (including such Subsequent Mortgage Loans) will as of the    
Subsequent Cut-off Date: (i) have a weighted average original term to stated    
maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate
of not less than [_____] % and not more than [_____] %; (iii) have a weighted   
average Loan-to-Value Ratio of not more than [_____] %; (iv) have no Mortgage   
Loan with a principal balance in excess of $[_____]; (v) will consist of        
Mortgage Loans covered by the PMI Policy representing no less than [_____] % of 
the aggregate Principal Balance thereof; (v) will consist of Mortgage Loans with
Prepayment Charges representing no less than approximately [_____] % of the     
aggregate Principal Balance thereof and (vi) have no more than [___] % of Fixed 
Rate Mortgage Loans by aggregate principal balance of the Mortgage Loans as of  
the Subsequent Cut-off Date. In addition, the Adjustable Rate Mortgage Loans    
will as of the Subsequent Cut-off Date have a weighted average Gross            

EXHIBIT O-3 

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Margin not less than [_____]% by aggregate principal balance of the Adjustable  
Rate Mortgage Loans as of the Subsequent Cut-off Date.                          

       D. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by (i) the NIMs Insurer, if any, or (ii) either Rating Agency if the   
inclusion of such Subsequent Mortgage Loan would adversely affect the ratings on
any class of Offered Certificates.                                              

EXHIBIT O-4 

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 EXHIBIT P

 FORM OF ADDITION NOTICE

                                          [Date]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045-1951                                                   

      Re:      Pooling and Servicing Agreement dated as of January 1, 2005
        among Option One Mortgage Acceptance Corporation, as
                  Depositor, Option One Mortgage Corporation, as Master Servicer
and Wells Fargo Bank, N.A., as Trustee      

Ladies and Gentlemen:                                                           

  Pursuant to Section 2.08 of the referenced Pooling and Servicing
Agreement, Option One Mortgage Acceptance Corporation has designated Subsequent 
Mortgage Loans to be sold to the Trust on __________, 2005, with an aggregate   
principal balance of $ . Capitalized terms not otherwise defined herein have the
meaning set forth in the Pooling and Servicing Agreement.                       

      Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of 
the undersigned.                                                                

Very truly yours,                                                               

OPTION ONE MORTGAGE ACCEPTANCE CORPORATION                                      

By:                                                                             
Name:                                                                           
Title:                                                                          

Acknowledged and Agreed:                                                        

WELLS FARGO BANK, N.A.                                                          

By:                                                                             
Name:                                                                           
Title:                                                                          

 EXHIBIT P-1

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 EXHIBIT R-1

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

                 I, _______________, the senior officer of Option One Mortgage
Acceptance Corporation, certify that:                                           

               l. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution and servicing reports filed in      
respect of periods included in the year covered by this annual report, of Option
One Mortgage Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1;       

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

           3. Based on my knowledge, the distribution or servicing
information required to be provided to the trustee by the master servicer under 
the pooling and servicing, or similar, agreement, for inclusion in these reports
is included in these reports;                                                   

           4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the trustee in 
accordance with the terms of the pooling and servicing, or similar, agreement,  
and except as disclosed in the reports, the master servicer has fulfilled its   
obligations under the servicing agreement; and                                  

                 5. The reports disclose all significant deficiencies relating
to the master servicer's compliance with the minimum servicing standards based  
upon the report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for Mortgage   
Bankers or similar procedure, as set forth in the pooling and servicing, or     
similar, agreement, that is included in these reports.                          

                In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: Wells Fargo
Bank, N.A.                                                                      

Date: ___________________                                                       
                                      OPTION ONE MORTGAGE ACCEPTANCE
                   CORPORATION

                                            By:_________________________________
             Name:
              Title:

 EXHIBIT R-1-1

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 EXHIBIT R-2

FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY THE TRUSTEE

               I, [identify the certifying individual], a [title] of Wells
Fargo Bank, N.A., as Trustee, hereby certify to Option One Mortgage Acceptance  
Corporation (the "Depositor"), and its officers, directors and affiliates, and  
with the knowledge and intent that they will rely upon this certification, that:

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

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

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

          Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated January 
1, 2005 (the "Pooling and Servicing Agreement"), among the Registrant as        
depositor, Option One Mortgage Corporation as master servicer and Wells Fargo   
Bank, N.A. as trustee.                                                          

                                          WELLS FARGO BANK, N.A., as Trustee

                                            By:_________________________________
             Name:
              Title:
             Date:

 EXHIBIT R-2-1

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 EXHIBIT S

 OFFICER'S CERTIFICATE
REGARDING ANNUAL STATEMENT OF COMPLIANCE

___________________ Trust, Series 200_-___                                      
_______________ Pass-Through Certificates                                       

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

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

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

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

Dated: _________________                                                        

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

                                          By:  _____________________________
             Name:
              Title:

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

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

                                           By:  ______________________________
             Name:
              Title:

 EXHIBIT S-1

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SCHEDULE I

PREPAYMENT CHARGE SCHEDULE

(Available Upon Request)

SCHEDULE I-1