Execution Copy

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            CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

                                  Depositor,

                         DLJ MORTGAGE CAPITAL, INC.,

                                   Seller,

                           WELLS FARGO BANK, N.A.,

     Master Servicer, Servicer, Back-Up Servicer and Trust Administrator,

                      SELECT PORTFOLIO SERVICING, INC.,

                                  Servicer,

                         WILSHIRE CREDIT CORPORATION

                              Special Servicer,

                                     and

                       U.S. BANK NATIONAL ASSOCIATION,

                                   Trustee

                       POOLING AND SERVICING AGREEMENT

                         DATED AS OF OCTOBER 1, 2004

                                 relating to

                    ADJUSTABLE RATE MORTGAGE TRUST 2004-3

          ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,

                                SERIES 2004-3


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                              Table of Contents

                                                                          Page

ARTICLE I DEFINITIONS........................................................5
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES.....45
   SECTION 2.01.  Conveyance of Trust Fund..................................45
   SECTION 2.02.  Acceptance by the Trustee.................................48
   SECTION 2.03.  Representations and Warranties of the Seller,
                  Master Servicer and Servicers.............................50
   SECTION 2.04.  Representations and Warranties of the Depositor as
                  to the Mortgage Loans.....................................52
    SECTION 2.05. Delivery of Opinion of Counsel in Connection with
                  Substitutions.............................................52
   SECTION 2.06.  Issuance of Certificates..................................53
   SECTION 2.07.  REMIC Provisions..........................................53
   SECTION 2.08.  Covenants of the Master Servicer and each Servicer........58
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..................59
   SECTION 3.01.  Servicers to Service Mortgage Loans.......................59
   SECTION 3.02.  Subservicing; Enforcement of the Obligations of
                  Subservicers..............................................61
   SECTION 3.03.  Master Servicing by Master Servicer.......................63
   SECTION 3.04.  Trustee to Act as Master Servicer or Servicer.............63
   SECTION 3.05.  Collection of Mortgage Loans; Collection Accounts;
                  Certificate Account.......................................64
   SECTION 3.06.  Establishment of and Deposits to Escrow Accounts;
                  Permitted Withdrawals from Escrow Accounts;
                  Payments of Taxes, Insurance and Other Charges............67
   SECTION 3.07.  Access to Certain Documentation and Information
                  Regarding the Non-Designated Mortgage Loans;
                  Inspections...............................................68
   SECTION 3.08.  Permitted Withdrawals from the Collection Accounts
                  and Certificate Account...................................69
   SECTION 3.09.  Maintenance of Hazard Insurance; Mortgage
                  Impairment Insurance and Mortgage Guaranty
                  Insurance Policy; Claims; Restoration of Mortgaged
                  Property..................................................70
   SECTION 3.10.  Enforcement of Due on Sale Clauses; Assumption
                  Agreements................................................73
   SECTION 3.11.  Realization Upon Defaulted Mortgage Loans;
                  Repurchase of Certain Mortgage Loans......................75
   SECTION 3.12.  Trustee and Trust Administrator to Cooperate;
                  Release of Mortgage Files.................................78
   SECTION 3.13.  Documents, Records and Funds in Possession of a
                  Servicer to be Held for the Trust.........................79
   SECTION 3.14.  Servicing Fee.............................................79
   SECTION 3.15.  Access to Certain Documentation...........................80
   SECTION 3.16.  Annual Statement as to Compliance.........................80
   SECTION 3.17.  Annual Independent Public Accountants' Servicing
                  Statement; Financial Statements...........................81
   SECTION 3.18.  Maintenance of Fidelity Bond and Errors and
                  Omissions Insurance.......................................82
   SECTION 3.19.  Special Serviced Mortgage Loans...........................83
   SECTION 3.20.  Indemnification of Servicers and Master Servicer..........83
   SECTION 3.21.  Notification of Adjustments...............................84
   SECTION 3.22.  Designated Mortgage Loans.................................84
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS....................85
   SECTION 4.01.  Priorities of Distribution................................85
   SECTION 4.02.  Allocation of Losses......................................89
   SECTION 4.03.  Recoveries................................................89
   SECTION 4.04.  Reserved..................................................90
   SECTION 4.05.  Monthly Statements to Certificateholders..................90
   SECTION 4.06.  Servicer to Cooperate.....................................91
   SECTION 4.07.  Cross-Collateralization; Adjustments to Available
                  Funds.....................................................91
   SECTION 4.08.  Basis Risk Reserve Fund...................................92
ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS.....................94
   SECTION 5.01.  Advances by the Master Servicer and Servicers.............94
ARTICLE VI THE CERTIFICATES.................................................95
   SECTION 6.01.  The Certificates..........................................95
   SECTION 6.02.  Registration of Transfer and Exchange of
                  Certificates..............................................96
   SECTION 6.03.  Mutilated, Destroyed, Lost or Stolen Certificates........100
   SECTION 6.04.  Persons Deemed Owners....................................101
   SECTION 6.05.  Access to List of Certificateholders' Names and
                  Addresses................................................101
   SECTION 6.06.  Maintenance of Office or Agency..........................101
   SECTION 6.07.  Book Entry Certificates..................................101
   SECTION 6.08.  Notices to Clearing Agency...............................102
   SECTION 6.09.  Definitive Certificates..................................102
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER  SERVICER, THE
             SERVICERS AND THE SPECIAL SERVICER............................104
   SECTION 7.01.  Liabilities of the Seller, the Depositor, the
                      Master Servicer, the Back-Up Servicer, the
                  Servicers and the Special Servicer.......................104
   SECTION 7.02.  Merger or Consolidation of the Seller, the
                  Depositor, the Back-Up Servicer, the Master
                  Servicer, the Servicers or the Special Servicer..........104
   SECTION 7.03.  Limitation on Liability of the Seller, the
                  Depositor, the Master Servicer, the Back-Up
                  Servicer, the Servicers, the Special Servicer and
                  Others...................................................105
   SECTION 7.04. Master Servicer and Servicer Not to Resign;
                  Transfer of Servicing....................................106
   SECTION 7.05. Master Servicer, Seller and Servicers May Own
                  Certificates.............................................106
   SECTION 7.06.  Termination of Duties of the Back-Up Servicer............106
ARTICLE VIII DEFAULT.......................................................108
   SECTION 8.01.  Events of Default........................................108
   SECTION 8.02.  Master Servicer or Trust Administrator to Act;
                  Appointment of Successor.................................111
   SECTION 8.03.  Notification to Certificateholders.......................113
   SECTION 8.04.  Waiver of Events of Default..............................113
ARTICLE IX CONCERNING THE TRUSTEE..........................................113
   SECTION 9.01.  Duties of Trustee........................................113
   SECTION 9.02.  Certain Matters Affecting the Trustee....................115
   SECTION 9.03. Trustee Not Liable for Certificates or Mortgage
                  Loans....................................................116
   SECTION 9.04.  Trustee May Own Certificates.............................116
   SECTION 9.05.  Trustee's Fees and Expenses..............................116
   SECTION 9.06.  Eligibility Requirements for Trustee.....................117
   SECTION 9.07.  Resignation and Removal of Trustee.......................117
   SECTION 9.08.  Successor Trustee........................................118
   SECTION 9.09.  Merger or Consolidation of Trustee.......................118
   SECTION 9.10.  Appointment of Co Trustee or Separate Trustee............119
   SECTION 9.11.  Office of the Trustee....................................120
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR...............................121
   SECTION 10.01. Duties of Trust Administrator............................121
   SECTION 10.02. Certain Matters Affecting the Trust Administrator........122
   SECTION 10.03. Trust Administrator Not Liable for Certificates or
                  Mortgage Loans...........................................124
   SECTION 10.04. Trust Administrator May Own Certificates.................124
   SECTION 10.05. Trust Administrator's Fees and Expenses..................124
   SECTION 10.06. Eligibility Requirements for Trust Administrator.........125
   SECTION 10.07. Resignation and Removal of Trust Administrator...........125
   SECTION 10.08. Successor Trust Administrator............................126
   SECTION 10.09. Merger or Consolidation of Trust Administrator...........127
   SECTION 10.10. Appointment of Co-Trust Administrator or Separate
                  Trust Administrator......................................127
   SECTION 10.11. Office of the Trust Administrator........................128
   SECTION 10.12. Tax Return...............................................128
   SECTION 10.13. Commission Reporting.....................................128
   SECTION 10.14. Determination of Certificate Index.......................131
ARTICLE XI TERMINATION.....................................................132
   SECTION 11.01. Termination upon Liquidation or Purchase of all
                  Mortgage Loans...........................................132
   SECTION 11.02. Procedure Upon Optional Termination......................133
   SECTION 11.03. Additional Termination Requirements......................134
ARTICLE XII MISCELLANEOUS PROVISIONS.......................................135
   SECTION 12.01. Amendment................................................135
   SECTION 12.02. Recordation of Agreement; Counterparts...................137
   SECTION 12.03. Governing Law............................................137
   SECTION 12.04. Intention of Parties.....................................137
   SECTION 12.05. Notices..................................................138
   SECTION 12.06. Severability of Provisions...............................139
   SECTION 12.07. Limitation on Rights of Certificateholders...............139
   SECTION 12.08. Certificates Nonassessable and Fully Paid................140
   SECTION 12.09. Protection of Assets.....................................140
   SECTION 12.10. Non-Solicitation.........................................140
ARTICLE XIII SPS AND THE MASTER SERVICER...................................141
   SECTION 13.01. Reports and Notices......................................141
   SECTION 13.02. Master Servicer's Oversight With Respect to the
                  SPS Mortgage Loans.......................................142
   SECTION 13.03. Termination..............................................142
   SECTION 13.04. Liability and Indemnification............................142
   SECTION 13.05. Confidentiality..........................................142

                                   EXHIBITS

   Exhibit A:     Form of Class A Certificate..............................A-1
   Exhibit B:     Form of Class C-M Certificate............................B-1
   Exhibit C:     Form of Class C-B Certificate............................C-1
   Exhibit D:     Form of Class AR Certificate.............................D-1
   Exhibit E:     Form of Class AR-L Certificate...........................E-1
   Exhibit F:     Form of Class X Certificate .............................F-1
   Exhibit G:     Form of Servicer Information.............................G-1
   Exhibit H:     Form of Trust Receipt and Initial Certification..........H-1
   Exhibit I:     Form of Trust Receipt and Final Certification............I-1
   Exhibit J:     Form of Request for Release..............................J-1
   Exhibit K:     Form of Transferor Certificate...........................K-1
   Exhibit L-1:   Form of Investment Letter..............................L-1-1
   Exhibit L-2:   Form of Rule 144A Letter...............................L-2-1
   Exhibit M:     Form of Investor Transfer Affidavit and Agreement........M-1
   Exhibit N:     Form of Transfer Certificate.............................N-1
   Exhibit O:     Form of SPS Mortgage Loans Report........................O-1
   Exhibit P:     Form of Foreclosure Settlement Statement...............P-1-1
   Exhibit Q:     Form of Monthly Statement to Certificateholders..........Q-1
   Exhibit R:     Form of Depositor Certification.............................
   Exhibit S:     Form of Trust Administrator Certification................S-1
   Exhibit T-1:   Form of Master Servicer Certification..................T-1-1
   Exhibit T-2:   Form of Servicer Certification.........................T-2-1


                                  SCHEDULES

   Schedule I:    Mortgage Loan Schedule...................................I-1
   Schedule IIA:  Representations and Warranties of Seller - DLJMC.......IIA-1
   Schedule IIB:  Representations and Warranties of Master Servicer -
                  Wells Fargo............................................IIB-1
   Schedule IIC:  Representations and Warranties of Servicer - SPS.......IIC-1
   Schedule IID:  Representations and Warranties of Servicer - Wells
                  Fargo..................................................IID-1
   Schedule IIE:  Representations and Warranties of Special Servicer
                  - Wilshire.............................................IIE-1
   Schedule III:  Representations and Warranties of DLJMC - Mortgage
                  Loans..................................................III-1

                                  APPENDICES

   Appendix A:    Calculation of Class Y Principal Reduction Amounts Appendix A-1

                     -110-

                      -1-
            THIS  POOLING  AND  SERVICING  AGREEMENT,  dated as of  October 1,
2004,  is hereby  executed by and among CREDIT  SUISSE  FIRST BOSTON  MORTGAGE
SECURITIES CORP., a Delaware corporation, as depositor (the "Depositor"),  DLJ
MORTGAGE CAPITAL, INC. ("DLJMC"),  a Delaware corporation,  in its capacity as
a  seller  (a  "Seller"),   WELLS  FARGO  BANK,   N.A.,  a  national   banking
association,  in its capacity as Master Servicer (the "Master Servicer"), as a
servicer (a "Servicer"),  as Back-Up Servicer (the "Back-Up  Servicer") and as
Trust Administrator (the "Trust  Administrator"),  SELECT PORTFOLIO SERVICING,
INC.  ("SPS"),  a Utah  corporation,  in its  capacity as a servicer  (in such
capacity,  a "Servicer"),  WILSHIRE CREDIT CORPORATION,  a Nevada corporation,
in its capacity as special  servicer (the "Special  Servicer"),  and U.S. BANK
NATIONAL  ASSOCIATION,  a  national  banking  association,   as  trustee  (the
"Trustee").  Capitalized  terms  used in  this  Agreement  and  not  otherwise
defined will have the meanings assigned to them in Article I below.

                            PRELIMINARY STATEMENT

            The  Depositor  is the  owner of the  Trust  Fund  that is  hereby
conveyed  to the  Trustee  in return  for the  Certificates.  The  Trust  Fund
(exclusive  of the assets  held in the Basis Risk  Reserve  Fund) for  federal
income tax purposes  shall consist of three REMICs  (referred to as "REMIC I,"
"REMIC II" and "REMIC III").

                                   REMIC I

      As provided  herein,  the Trust  Administrator  will make an election to
treat the  segregated  pool of assets  consisting  of the  Mortgage  Loans and
certain other related  assets  (exclusive of the assets held in the Basis Risk
Reserve Fund) subject to this Agreement as a real estate  mortgage  investment
conduit (a "REMIC") for federal income tax purposes,  and such segregated pool
of assets will be designated as "REMIC I."  The Class AR-L  Certificates  will
represent  the sole Class of  "residual  interests" in REMIC I for purposes of
the REMIC  Provisions  (as defined  herein) under federal  income tax law. The
following table  irrevocably sets forth the designation,  remittance rate (the
"Uncertificated   REMIC I  Pass-Through  Rate")  and  initial   Uncertificated
Principal  Balance  for  each  of the  "regular  interests"  in  REMIC I  (the
"REMIC I  Regular  Interests")  and the Class AR-L  Certificates.  The "latest
possible  maturity  date"  (determined   solely  for  purposes  of  satisfying
Treasury  regulation  Section 1.860G-1(a)(4)(iii))  for each  REMIC I  Regular
Interest shall be the Maturity  Date.  None of the REMIC I  Regular  Interests
will be certificated.

     Class
Designation for
  each REMIC I
    Regular               Uncertificated    Initial
  Interest and               REMIC I    Uncertificated
 the Class AR-L  Type of  Pass-Through     Principal
  Certificates   Interest     Rate          Balance      Final Maturity Date*
   Class Y-1     Regular   Variable(1)  $  29,054.77        February 2035
   Class Y-2     Regular   Variable(2)  $58,113,274.46      February 2035
   Class Z-1     Regular   Variable(1)    $92,952.36        February 2035
   Class Z-2     Regular   Variable(2)  $185,811,758.14     February 2035
   Class AR-L    Residual  Variable(1)        $50.00        February 2035
-----------------
*  The Distribution Date in the specified month,  which is the month following
   the month the  latest  maturing  Mortgage  Loan in the  related  Loan Group
   matures.  For  federal  income  tax  purposes,  for each  Class of  REMIC I
   Regular and Residual  Interests,  the "latest possible maturity date" shall
   be the Final Maturity Date.
(1)         Interest  distributed to the REMIC I Regular Interests Y-1 and Z-1
   and  the  Class AR-L  Certificates  on each  Distribution  Date  will  have
   accrued at the weighted  average of the Net Mortgage  Rates for the Group 1
   Loans  on  the  applicable  Uncertificated  Principal  Balance  outstanding
   immediately before such Distribution Date.
(2)         Interest  distributed to the REMIC I Regular Interests Y-2 and Z-2
   on each  Distribution Date will have accrued at the weighted average of the
   Net Mortgage Rates for the Group 2 Loans on the  applicable  Uncertificated
   Principal Balance outstanding immediately before such Distribution Date.

                                   REMIC II

      As provided  herein,  the Trust  Administrator  will make an election to
treat  the  segregated  pool of  assets  consisting  of the  REMIC  I  Regular
Interests and certain other  related  assets  (exclusive of the assets held in
the Basis Risk  Reserve  Fund)  subject  to this  Agreement  as a real  estate
mortgage  investment conduit (a "REMIC") for federal income tax purposes,  and
such segregated  pool of assets will be designated as "REMIC II."  Component I
of the  Class AR  Certificates  will  represent  the sole  Class of  "residual
interests"  in  REMIC II  for  purposes  of the REMIC  Provisions  (as defined
herein) under federal  income tax law. The following  table  irrevocably  sets
forth  the  designation,   remittance  rate  (the   "Uncertificated   REMIC II
Pass-Through Rate") and initial  Uncertificated  Principal Balance for each of
the "regular  interests" in REMIC II (the "REMIC II  Regular  Interests")  and
Component I  of the  Class AR  Certificates.  The  "latest  possible  maturity
date"  (determined  solely for  purposes  of  satisfying  Treasury  regulation
Section 1.860G-1(a)(4)(iii))  for each REMIC II  Regular Interest shall be the
Maturity Date.  None of the REMIC II Regular Interests will be certificated.

     Class
Designation for
 each REMIC II
    Regular
  Interest and            Uncertificated    Initial
 Component I of             REMIC II    Uncertificated
  the Class AR   Type of  Pass-Through     Principal
  Certificates   Interest     Rate          Balance      Final Maturity Date*
  Class 1-A-1L   Regular   Variable(1)  $52,330,000.00      February 2035
  Class 2-A-1L   Regular   Variable(2)  $167,130,000.00     February 2035
  Class C-M-1L   Regular   Variable(3)  $6,830,000.00       February 2035
  Class C-B-1L   Regular   Variable(3)  $4,760,000.00       February 2035
  Class C-B-2L   Regular   Variable(3)  $4,270,000.00       February 2035
  Class C-B-3L   Regular   Variable(3)  $3,050,000.00       February 2035
  Class C-B-4L   Regular   Variable(3)  $1,830,000.00       February 2035
  Class C-B-5L   Regular   Variable(3)  $2,080,000.00       February 2035
  Class C-B-6L   Regular   Variable(3)  $1,586,989.73       February 2035
 Component I of
  the Class AR   Residual  Variable(1)        $50.00        February 2035

-----------------
*  The Distribution Date in the specified month,  which is the month following
   the month the  latest  maturing  Mortgage  Loan in the  related  Loan Group
   matures.  For  federal  income tax  purposes,  for each  Class of  REMIC II
   Regular and Residual  Interests,  the "latest possible maturity date" shall
   be the Final Maturity Date.
(1)         Interest  distributed to the REMIC II Regular  Interests 1-A-1L on
   each  Distribution  Date will have accrued at the  weighted  average of the
   Net Mortgage Rates for the Group 1 Loans on the  applicable  Uncertificated
   Principal Balance outstanding immediately before such Distribution Date.
(2)         Interest  distributed to the REMIC II Regular  Interests 1-A-2L on
   each  Distribution  Date will have accrued at the  weighted  average of the
   Net Mortgage Rates for the Group 2 Loans on the  applicable  Uncertificated
   Principal Balance outstanding immediately before such Distribution Date.
(3)         Interest   distributed   to   the   REMIC II   Regular   Interests
   Class C-M-1L,  C-B-1L,  C-B-2L,  C-B-3L,  C-B-4L, C-B-5L and C-B-6L on each
   Distribution  Date will have  accrued  at the  weighted  average of (a) the
   weighted  average of the Net Mortgage Rates for the Group 1 Loans,  and (b)
   the  weighted  average  of the Net  Mortgage  Rates for the  Group 2  Loans
   weighted  on  the  basis  of  the  related  Subordinate  Balances,  on  the
   applicable  Uncertificated Principal Balance outstanding immediately before
   such Distribution Date.

                                  REMIC III

            As provided herein,  the Trust  Administrator  will elect to treat
the segregated pool of assets  consisting of the REMIC II Regular Interests as
a REMIC for federal income tax purposes,  and such  segregated  pool of assets
will be  designated as REMIC III.  Component II  of the Class AR  Certificates
will  represent  the sole  Class of  "residual  interests"  in  REMIC III  for
purposes of the REMIC  Provisions  under federal income tax law. The following
table  irrevocably sets forth the designation,  Pass-Through  Rate,  aggregate
Initial  Certificate  Principal  Balance,  certain  features,  Final Scheduled
Distribution   Date  and  initial  ratings  for  each  Class  of  Certificates
comprising  the interests  representing  "regular  interests" in REMIC III and
Component II  of the  Class AR  Certificates.  The "latest  possible  maturity
date"  (determined  solely for  purposes  of  satisfying  Treasury  Regulation
Section 1.860G-1(a)(4)(iii))  for each Class of REMIC III Regular Certificates
shall be the Maturity Date.

                                                                      Integral
                        Class                                        Multiples
                      Principal       Pass-Through       Minimum     in Excess
      Class            Balance      Rate (per annum)  Denomination   of Minimum
   Class 1-A-1     $52,330,000.00     Variable(1)        $25,000         $1
   Class 2-A-1     $167,130,000.00    Variable(2)        $25,000         $1
     Class X               (3)        Variable (4)      $100,000         $1
    Class C-M      $6,830,000.00      Variable(5)        $25,000         $1
   Class C-B-1     $4,760,000.00      Variable(6)        $25,000         $1
   Class C-B-2     $4,270,000.00      Variable(7)        $25,000         $1
   Class C-B-3     $3,050,000.00      Variable(8)        $25,000         $1
   Class C-B-4     $1,830,000.00      Variable(9)        $25,000         $1
   Class C-B-5     $2,080,000.00      Variable(9)        $25,000         $1
   Class C-B-6     $1,586,989.73      Variable(9)        $25,000         $1
 Component II of
   Class AR(10)            $0.00          N/A             (11)          N/A
_______________

(1)   The Pass-Through  Rate for the  November 2004  Distribution Date for the
      Class 1-A-1  Certificates is 2.3100% per annum.  After such Distribution
      Date, the Pass-Through Rate for the Class 1-A-1  Certificates shall be a
      per  annum  rate  equal to the  least  of (a) the sum of the  applicable
      Certificate  Index  and  the  applicable  Certificate  Margin  for  such
      Distribution  Date,  (b) the  applicable  Group 1 Net Funds Rate and (c)
      11.50%.
(2)   The Pass-Through  Rate for the  November 2004  Distribution Date for the
      Class 2-A-1  Certificates is 2.5900% per annum.  After such Distribution
      Date, the Pass-Through Rate for the Class 2-A-1  Certificates shall be a
      per  annum  rate  equal to the  least  of (a) the sum of the  applicable
      Certificate  Index  and  the  applicable  Certificate  Margin  for  such
      Distribution  Date,  (b) the  applicable  Group 2 Net Funds Rate and (c)
      11.50%.
(3)   These certificates will not receive any distributions of principal,  but
      will accrue interest on the Class X Notional Amount.
(4)   The Pass-Through  Rate on the Class X Certificates for each Distribution
      Date shall be a per annum rate equal to, with  respect to (a)  Component
      1X thereof,  the excess, if any, of (i) the Net WAC Rate for the Group 1
      Loans over (ii) the Pass-Through  Rate on such Distribution Date for the
      Class 1-A-1  Certificates  prior to giving  effect to  distributions  on
      such  Distribution  Date, (b) Component 2X thereof,  the excess, if any,
      of  (i)  the  Net  WAC  Rate  for  the  Group 2   Loans  over  (ii)  the
      Pass-Through  Rate  on  such  Distribution  Date  for  the  Class  2-A-1
      Certificates   prior  to  giving   effect  to   distributions   on  such
      Distribution Date, and (c) Component 3X thereof,  the excess, if any, of
      (i) the Subordinate  Component Net Funds Rate on such  Distribution Date
      over  (ii)  the  weighted  average  of the  Pass-Through  Rates  on such
      Distribution  Date  for the  Subordinate  LIBOR  Certificates  prior  to
      giving effect to distributions on such Distribution Date.
(5)   The Pass-Through  Rate for the  November 2004  Distribution Date for the
      Class C-M  Certificates  is 2.500%  per annum.  After such  Distribution
      Date, the Pass-Through  Rate for the Class C-M  Certificates  shall be a
      per  annum  rate  equal to the  least  of (a) the sum of the  applicable
      Certificate  Index  and  the  applicable  Certificate  Margin  for  such
      Distribution  Date, (b) the applicable  Subordinate  Component Net Funds
      Rate and (c) 11.50%.
(6)   The Pass-Through  Rate for the  November 2004  Distribution Date for the
      Class C-B-1  Certificates is 2.600% per annum.  After such  Distribution
      Date, the Pass-Through Rate for the Class C-B-1  Certificates shall be a
      per  annum  rate  equal to the  least  of (a) the sum of the  applicable
      Certificate  Index  and  the  applicable  Certificate  Margin  for  such
      Distribution  Date, (b) the applicable  Subordinate  Component Net Funds
      Rate and (c) 11.50%.
(7)   The Pass-Through  Rate for the  November 2004  Distribution Date for the
      Class C-B-2  Certificates is 3.250% per annum.  After such  Distribution
      Date, the Pass-Through Rate for the Class C-B-2  Certificates shall be a
      per  annum  rate  equal to the  least  of (a) the sum of the  applicable
      Certificate  Index  and  the  applicable  Certificate  Margin  for  such
      Distribution  Date, (b) the applicable  Subordinate  Component Net Funds
      Rate and (c) 11.50%.
(8)   The Pass-Through  Rate for the  November 2004  Distribution Date for the
      Class C-B-3  Certificates is 3.700% per annum.  After such  Distribution
      Date, the Pass-Through Rate for the Class C-B-3  Certificates shall be a
      per  annum  rate  equal to the  least  of (a) the sum of the  applicable
      Certificate  Index  and  the  applicable  Certificate  Margin  for  such
      Distribution  Date, (b) the applicable  Subordinate  Component Net Funds
      Rate and (c) 11.50%.
(9)   The Pass-Through  Rate for the November 2004  Distribution  Date for the
      Class C B-4,  Class C-B-5  and  Class C-B-6  Certificates is 3.6732% per
      annum.  After such Distribution  Date, the Pass-Through Rate for each of
      the  Class C-B-4,  Class C-B-5 and Class C-B-6  Certificates  shall be a
      per annum rate equal to the Subordinate Component Net Funds Rate.
(10)  The  Class AR  Certificates  are not  themselves  issued  by  REMIC III,
      instead,  the Class AR  Certificates  will  represent  ownership  of two
      REMIC  residual  interests -  Component I  of the Class AR (which is the
      residual  interest in REMIC II) and  Component II of the Class AR (which
      is the residual interest in REMIC III).
(11)  The Class AR Certificates are issued in minimum Percentage  Interests of
      20%.

            For the avoidance of doubt, the Trust  Administrator shall account
for any interest amount due to a  Certificateholder  in excess of the interest
rate on the REMIC regular  interest issued by REMIC III  corresponding to such
Certificate  as part of the payment  made by the Basis Risk  Reserve  Fund for
such  Certificate  (i.e.,   distributed  to  the  Class X   Certificates,   as
applicable,  to the  extent it is  entitled  to funds from the REMIC) and then
paid  outside of the REMIC  pursuant to a separate  contractual  right to such
Certificateholder.

            The  foregoing  REMIC  structure  is  intended to cause all of the
cash from the  Mortgage  Loans to flow  through to REMIC III as cash flow on a
REMIC regular  interest,  without creating any  shortfall-actual  or potential
(other than for credit  losses) to any REMIC regular  interest.  To the extent
that the  structure  is  believed  to diverge  from such  intention  the Trust
Administrator  shall resolve  ambiguities to accomplish  such result and shall
to the extent necessary  rectify any drafting errors or seek  clarification to
the  structure  without  Certificateholder  approval  (but  with  guidance  of
counsel) to accomplish such intention.

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

Book-Entry Certificates.   All Classes of Certificates other than the Physical
                           Certificates.
Class A Certificates....   The Group 1 Certificates and the Class 2-A-1
                           Certificates.
Class C-B Certificates..   The Class C-B-1, Class C-B-2, Class C-B-3,
                           Class C-B-4, Class C-B-5 and Class C-B-6
                           Certificates.
ERISA-Restricted           Residual Certificates and Private Certificates; and
Certificates............   any Certificates that do not satisfy the applicable
                           ratings requirement under the Underwriter's
                           Exemption.
Group 1 Certificates....   The Class 1-A-1, Class AR and Class AR-L
                           Certificates.
LIBOR Certificates......   The One-Month LIBOR Certificates and Class 2-A-1
                           Certificates.
Offered Certificates....   All Classes of Certificates other than the Private
                           Certificates.
One-Month            LIBOR The Class 1-A-1, Class C-M, Class C-B-1,
Certificates............   Class C-B-2 and Class C-B-3 Certificates.
Physical Certificates...   The Class AR, Class AR-L and the Private
                           Certificates.
Private Certificates....   The Class C-B-4, Class C-B-5 and Class C-B-6
                           Certificates.
Rating Agencies.........   Moody's and S&P.
Regular Certificates....   All Classes of Certificates other than the Residual
                           Certificates.
Residual Certificates...   The Class AR and Class AR-L Certificates.
Senior Certificates.....   The Class A and Class X Certificates.
Subordinate Certificates   The Class C-M and Class C-B Certificates.
Subordinate          LIBOR The Class C-M, Class C-B-1, Class C-B-2 and
Certificates............   Class C-B-3 Certificates.

            All covenants and agreements made by the Depositor  herein are for
the  benefit  and  security  of  the  Certificateholders.   The  Depositor  is
entering into this Agreement,  and the Trustee is accepting the trusts created
hereby and  thereby,  for good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged.  The principal  balance of the
Mortgage Loans as of the Cut-off Date is $244,047,089.73.

            The  parties   hereto  intend  to  effect  an  absolute  sale  and
assignment  of  the  Mortgage   Loans  to  the  Trustee  for  the  benefit  of
Certificateholders  under this  Agreement.  However,  the  Depositor  and each
Seller will hereunder  absolutely assign and, as a precautionary  matter grant
a security  interest,  in and to its rights,  if any, in the related  Mortgage
Loans to the  Trustee  on behalf  of  Certificateholders  to  ensure  that the
interest of the  Certificateholders  hereunder in the Mortgage  Loans is fully
protected.

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

            In consideration of the mutual agreements  herein  contained,  the
Depositor,  the  Seller,  the Master  Servicer,  the  Servicers,  the  Special
Servicer, the Trustee and the Trust Administrator agree as follows:

                                  ARTICLE I

                                 DEFINITIONS

            Whenever used in this Agreement,  the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

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

            Accepted Servicing  Practices:  With respect to any Mortgage Loan,
those mortgage  servicing  practices of prudent mortgage lending  institutions
which  service  mortgage  loans of the same type as such  Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.

            Accrual Period:  For any interest  bearing Class of  Certificates,
other than the LIBOR  Certificates,  and any  Distribution  Date, the calendar
month  immediately  preceding the related  Distribution  Date. With respect to
the LIBOR  Certificates and the Distribution Date in November 2004, the period
commencing  on the Closing  Date and ending on  November  24,  2004,  and with
respect to any  subsequent  Distribution  Date,  the period  commencing on the
25th day of the calendar month  immediately  preceding the month in which such
Distribution  Date  occurs  and  ending  on the 24th day of the month in which
such Distribution Date occurs.

            Advance:  With respect to any  Non-Designated  Mortgage  Loan, the
payment  required  to be  made  by a  Servicer  or  the  Master  Servicer,  as
applicable, with respect to any Distribution Date pursuant to Section 5.01.

            With respect to any IndyMac  Serviced  Mortgage  Loan, the payment
required to be made by (i) IndyMac on the  Remittance  Date (as defined in the
IndyMac  Servicing  Agreement)  relating to any Distribution  Date pursuant to
Section 5.03 of the IndyMac  Servicing  Agreement or (ii) the Master  Servicer
with respect to any  Distribution  Date  pursuant to  Section 3.22(b)  of this
Agreement.

            Adverse REMIC Event:  As defined in Section 2.07(f).

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

            Aggregate  Loan Balance:  As of any date of  determination,  shall
be equal to the  aggregate  Stated  Principal  Balance of all of the  Mortgage
Loans as of the first day of such month.

            Aggregate  Loan Group  Balance:  As to any Loan  Group,  and as of
any date of  determination,  shall be equal to the aggregate  Stated Principal
Balance of the  Mortgage  Loans in the related  Loan Group as of the first day
of such month.

            Aggregate Subordinate  Percentage:  For any Distribution Date, the
aggregate Class Principal Balance of the Subordinate  Certificates immediately
prior to that  Distribution  Date  divided by the  Aggregate  Loan Balance for
that Distribution Date.

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

            Allocation  Fraction:  For Component 3X, any Distribution Date and
either Loan Group, a fraction equal to (x) the related  Subordinate  Component
Balance over (y) the  aggregate  Class  Principal  Balance of the  Subordinate
Certificates immediately prior to such Distribution Date.

            Ancillary  Income:  All  income  derived  from the  Non-Designated
Mortgage  Loans,   other  than  Servicing  Fees  and  Master  Servicing  Fees,
including  but not  limited  to,  late  charges,  Prepayment  Penalties,  fees
received  with  respect to checks or bank drafts  returned by the related bank
for non-sufficient funds,  assumption fees, optional insurance  administrative
fees and all other incidental fees and charges.

            Appraised  Value:  The appraised  value of the Mortgaged  Property
based  upon  the  appraisal  made  for  the  originator  at  the  time  of the
origination  of the related  Mortgage Loan or the sales price of the Mortgaged
Property  at the time of such  origination,  whichever  is  less,  or (i) with
respect  to any  Mortgage  Loan that  represents  a  refinancing  other than a
Streamlined  Mortgage Loan, the lower of the appraised value at origination or
the appraised  value of the Mortgaged  Property  based upon the appraisal made
at the time of such  refinancing  and (ii)  with  respect  to any  Streamlined
Mortgage  Loan, the appraised  value of the Mortgaged  Property based upon the
appraisal made in connection  with the  origination of the mortgage loan being
refinanced.

            Assignment and Assumption  Agreement:  That certain assignment and
assumption  agreement dated as of October 1, 2004, by and between DLJ Mortgage
Capital,  Inc., as assignor, and the Depositor,  as assignee,  relating to the
Mortgage Loans.

            Assignment  of  Proprietary  Lease:  With respect to a Cooperative
Loan,  the  assignment or mortgage of the related  Proprietary  Lease from the
Mortgagor to the originator of the Cooperative Loan.

            Available  Distribution  Amount:  With respect to any Distribution
Date  and  each  Loan  Group  the  sum  of:  (i) all  amounts  in  respect  of
Scheduled  Payments  (net of the related  Expense Fees) due on the related Due
Date and  received  prior to the  related  Determination  Date on the  related
Mortgage  Loans,  together  with any  Advances  in respect  thereof;  (ii) all
Insurance  Proceeds  (to the extent  not  applied  to the  restoration  of the
Mortgaged  Property  or  released  to the  Mortgagor  in  accordance  with the
applicable Servicer's Accepted Servicing Standards),  all Liquidation Proceeds
received  during the calendar month  preceding the month of that  Distribution
Date  on the  related  Mortgage  Loans,  in  each  case  net  of  unreimbursed
Liquidation  Expenses incurred with respect to such Mortgage Loans;  (iii) all
Principal  Prepayments  received during the related  Prepayment  Period on the
related Mortgage Loans, excluding Prepayment Penalties;  (iv) amounts received
with respect to such Distribution  Date as the Substitution  Adjustment Amount
or  Purchase  Price in respect of a Mortgage  Loan in the  related  Loan Group
repurchased  by the related  Seller,  purchased  by a Holder of a  Subordinate
Certificate  pursuant to  Section 3.11(f) or purchased by the Special Servicer
pursuant  to  Section 3.11(g)  as of such  Distribution  Date,  in the case of
clauses (i) through  (iv)  above  reduced  by  amounts  in  reimbursement  for
Advances previously made and other amounts as to which the Trustee,  the Trust
Administrator,  a Servicer or the Master Servicer is entitled to be reimbursed
pursuant  to  Section 3.08  in  respect  of  the  related  Mortgage  Loans  or
otherwise;  (v) any amounts  payable as  Compensating  Interest  Payments by a
Servicer  with  respect to the  related  Mortgage  Loans on such  Distribution
Date; and (vi) all Recoveries,  if any; (vii) the portion of the Mortgage Loan
Purchase Price related to such Loan Group paid in connection  with an Optional
Termination up to the amount of the Par Value for such Loan Group.

            Back-Up Servicer:  Wells Fargo Bank, National Association,  acting
in its capacity as back-up servicer for the SPS Serviced Loans  hereunder,  or
its successors in interest, as applicable.

            Bankruptcy  Code:  The United States  Bankruptcy  Code, as amended
from time to time (11 U.S.C. §§ 101 et seq.).

            Bankruptcy  Coverage  Termination Date: The point in time at which
the Bankruptcy Loss Coverage Amount is reduced to zero.

            Bankruptcy  Loss: With respect to any Loan Group,  Realized Losses
on the Mortgage  Loans in that Loan Group  incurred as a result of a Deficient
Valuation or Debt Service Reduction.

            Bankruptcy Loss Coverage  Amount:  As of any  Determination  Date,
the Bankruptcy  Loss Coverage  Amount shall equal the Initial  Bankruptcy Loss
Coverage  Amount as reduced by (i) the aggregate  amount of Bankruptcy  Losses
allocated to the Subordinate  Certificates since the Cut off Date and (ii) any
permissible  reductions in the Bankruptcy Loss Coverage Amount as evidenced by
a letter of each Rating Agency to the Trust  Administrator  to the effect that
any such reduction will not result in a  downgrading,  or otherwise  adversely
affect,  of the then current ratings  assigned to such Classes of Certificates
rated by it.

            Basis  Risk  Shortfall:  For any Class of LIBOR  Certificates  and
any Distribution  Date, the sum of (i) the excess,  if any, of (a) the related
Current  Interest  calculated on the basis of the least of (x) the  applicable
Certificate  Index plus the  applicable  Certificate  Margin,  (y) the Maximum
Interest  Rate and (z) 11.50% over (b) the  related  Current  Interest for the
applicable  Distribution  Date,  (ii)  any  amount  described  in  clause  (i)
remaining  unpaid from prior  Distribution  Dates,  and (iii)  interest on the
amount in clause  (ii) for the  related  Accrual  Period  calculated  at a per
annum  rate equal to the least of (x) the  applicable  Certificate  Index plus
the applicable  Certificate  Margin,  (y) the applicable Maximum Interest Rate
and (z) 11.50%.

            Basis Risk Reserve Fund:  The separate  Eligible  Account  created
and initially  maintained by the Trust Administrator  pursuant to Section 4.08
in the name of the  Trust  Administrator,  as agent for the  Trustee,  for the
benefit of the LIBOR  Certificates  and designated  "Wells Fargo Bank, N.A. in
trust for  registered  holders  of  Adjustable  Rate  Mortgage  Trust  2004-3,
Adjustable  Rate  Mortgage-Backed  Pass Through  Certificates,  Series 2004-3,
Class 1-A-1,   Class   2-A-1,   Class C-M,   Class C-B-1,   Class C-B-2,   and
Class C-B-3."  Funds in the Basis  Risk  Reserve  Fund  shall be held in trust
for the  Certificateholders  for the  uses  and  purposes  set  forth  in this
Agreement.

            Beneficial  Holder: A Person holding a beneficial  interest in any
Certificate  through a  Participant  or an  Indirect  Participant  or a Person
holding a beneficial interest in any Definitive Certificate.

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

            Book-Entry  Form: Any  Certificate  held through the facilities of
the Depository.

            Business  Day:  Any day other than (i) a Saturday or a Sunday,  or
(ii) a day on which  banking  institutions  in New York or the  state in which
the office of the Master  Servicer  or any  Servicer  or the  Corporate  Trust
Office of the Trustee or Trust  Administrator  are located are  authorized  or
obligated by law or executive order to be closed.

            Carryforward  Interest:  For any Class of LIBOR  Certificates  and
any  Distribution  Date,  the sum of (1) the amount,  if any, by which (x) the
sum of  (A) Current  Interest  for such  Class for the  immediately  preceding
Distribution  Date and (B) any  unpaid  Carryforward  Interest  for such Class
from  previous  Distribution  Dates  exceeds (y) the amount paid in respect of
interest on such Class on such immediately  preceding  Distribution  Date, and
(2) interest on such amount for the related  Accrual  Period at the applicable
Pass-Through Rate.

            Cash Remittance  Date: With respect to any  Distribution  Date and
(A) SPS, the  7th calendar  day preceding such  Distribution  Date, or if such
7th  calendar  day  is  not a  Business  Day,  the  Business  Day  immediately
preceding  such 7th calendar day, (B)  Wells  Fargo,  the 18th calendar day of
the month in which the Distribution  Date occurs, or if such 18th calendar day
is not a Business  Day,  the  Business  Day  immediately  following  such 18th
calendar day and (C) IndyMac,  the 18th calendar day of the month in which the
Distribution  Date occurs,  or if such 18th calendar day is not a Business Day
(as defined in the IndyMac Servicing Agreement),  the Business Day immediately
following such 18th calendar day.

            Certificate:  Any Certificates  executed and  authenticated by the
Trust  Administrator  on  behalf  of  the  Trustee  for  the  benefit  of  the
Certificateholders  in substantially  the form or forms attached as Exhibits A
through F hereto.

            Certificate  Account:  The separate  Eligible  Account created and
maintained  with the Trust  Administrator,  or any other bank or trust company
acceptable to the Rating Agencies which is incorporated  under the laws of the
United States or any state  thereof  pursuant to  Section 3.05,  which account
shall bear a designation  clearly  indicating that the funds deposited therein
are held in trust for the  benefit  of the Trust  Administrator,  as agent for
the Trustee, on behalf of the  Certificateholders or any other account serving
a  similar  function   acceptable  to  the  Rating  Agencies.   Funds  in  the
Certificate  Account may (i) be held uninvested without liability for interest
or  compensation  thereon or (ii) be  invested at the  direction  of the Trust
Administrator in Eligible  Investments and reinvestment  earnings thereon (net
of  investment  losses)  shall  be  paid  to the  Trust  Administrator.  Funds
deposited in the Certificate  Account  (exclusive of the amounts  permitted to
be  withdrawn  pursuant  to  Section 3.08(b))  shall be held in trust  for the
Certificateholders.

            Certificate  Balance:  With  respect  to  any  Certificate  at any
date,  the maximum  dollar amount of principal to which the Holder  thereof is
then entitled hereunder,  such amount being equal to the Denomination  thereof
(i) minus all  distributions  of principal and allocations of Realized Losses,
including  Excess Losses,  previously  made or allocated with respect  thereto
and, in the case of any Subordinate Certificates,  reduced by any such amounts
allocated to such Class on prior  Distribution  Dates pursuant to Section 4.02
and (ii) plus the amount of any  increase to the  Certificate  Balance of such
Certificate pursuant to Section 4.03.

            Certificate  Group:  Any of  Certificate  Group 1  or  Certificate
Group 2, as applicable.

            Certificate   Group 1:  Any  of  the  Certificates  with  a  Class
designation beginning with "1" and relating to Loan Group 1.

            Certificate   Group 2:  Any  of  the  Certificates  with  a  Class
designation beginning with "2" and relating to Loan Group 2.

            Certificate  Index: With respect to each Distribution Date and the
One-Month  LIBOR  Certificates,  the rate for one month United  States  dollar
deposits  quoted on Telerate  Page 3750 as of 11:00 A.M.,  London time, on the
related Interest  Determination Date relating to each Class of One-Month LIBOR
Certificates.  If such rate does not  appear on such page (or such  other page
as may  replace  that page on that  service,  or if such  service is no longer
offered,  such other  service for  displaying  one month  LIBOR or  comparable
rates  as  may  be  reasonably  selected  by  the  Trust  Administrator  after
consultation  with DLJMC),  the rate will be the related  Reference Bank Rate.
If no such  quotations  can be obtained and no related  Reference Bank Rate is
available,   the  Certificate  Index  with  respect  to  the  One-Month  LIBOR
Certificates  will be the Certificate Index applicable to such Certificates on
the preceding  Distribution  Date. With respect to each  Distribution Date and
the Class 2-A-1  Certificates,  the rate for six month  United  States  dollar
deposits  quoted on Telerate  Page 3750 as of 11:00 A.M.,  London time, on the
related Interest  Determination Date relating to Class 2-A-1 Certificates.  If
such rate does not  appear on such  page (or such  other  page as may  replace
that page on that  service,  or if such  service  is no longer  offered,  such
other service for  displaying  six month LIBOR or  comparable  rates as may be
reasonably  selected  by  the  Trust  Administrator  after  consultation  with
DLJMC),  the  rate  will  be the  related  Reference  Bank  Rate.  If no  such
quotations  can be obtained and no related  Reference  Bank Rate is available,
the  Certificate  Index with respect to the Class 2-A-1  Certificates  will be
the  Certificate  Index  applicable  to  such  Certificates  on the  preceding
Distribution Date.

            On the Interest  Determination  Date  immediately  preceding  each
Distribution  Date, the Trust  Administrator  shall determine each Certificate
Index for the Accrual Period  commencing on such  Distribution Date and inform
the Master Servicer and each Servicer of such rate.

            Certificate  Margin: As to each Class of LIBOR  Certificates,  the
applicable amount set forth below:

               Class                   Certificate Margin
                                    (1)                  (2)
               1-A-1              0.360%                0.720%
               2-A-1              0.370%                0.740%
                C-M               0.550%                0.825%
               C-B-1              0.650%                0.975%
               C-B-2              1.300%                1.950%
               C-B-3              1.750%                2.625%
        ___________
------------------------------------------------------------------------------
        (1) On and  prior to the  first  Distribution  Date on which
           the Optional Termination may occur.
        (2) After the first  Distribution Date on which the Optional
           Termination may occur.

            Certificate   Register:   The  register   maintained  pursuant  to
Section 6.02(a) hereof.

            Certificateholder   or   Holder:   The  Person  in  whose  name  a
Certificate is registered in the Certificate Register.

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

            Class 1X Required  Reserve  Fund  Deposit:  For each  Distribution
Date,  an amount  equal to the lesser of (i) the  amount of  accrued  interest
payable  on  Component  1X at the  Component  1X  Pass-Through  Rate  for such
Distribution  Date and (ii) the  amount  required  to  bring  the  balance  on
deposit in the Basis  Risk  Reserve  Fund up to an amount  equal to the sum of
(a) the Basis Risk  Shortfall  with  respect to the Class  1-A-1  Certificates
remaining  for such  Distribution  Date and (b) $5,000 before giving effect to
any amount  required to be deposited  in the Basis Risk Reserve Fund  pursuant
to the  definitions  of Class 2X  Required  Reserve  Fund  Deposit or Class 3X
Required Reserve Fund Deposit.

            Class 2X Required  Reserve  Fund  Deposit:  For each  Distribution
Date,  an amount  equal to the lesser of (i) the  amount of  accrued  interest
payable  on  Component  2X at the  Component  2X  Pass-Through  Rate  for such
Distribution  Date and (ii) the  amount  required  to  bring  the  balance  on
deposit in the Basis  Risk  Reserve  Fund up to an amount  equal to the sum of
(a) the Basis Risk  Shortfall  with  respect to the Class  2-A-1  Certificates
remaining  for such  Distribution  Date and (b) $5,000 before giving effect to
any amount  required to be deposited  in the Basis Risk Reserve Fund  pursuant
to the  definitions  of Class 1X  Required  Reserve  Fund  Deposit or Class 3X
Required Reserve Fund Deposit.

            Class 3X Required  Reserve  Fund  Deposit:  For each  Distribution
Date,  an amount  equal to the lesser of (i) the  amount of  accrued  interest
payable  on  Component  3X at the  Component  3X  Pass-Through  Rate  for such
Distribution  Date and (ii) the  amount  required  to  bring  the  balance  on
deposit in the Basis  Risk  Reserve  Fund up to an amount  equal to the sum of
(a)  the  Basis  Risk  Shortfall  with  respect  to  the   Subordinate   LIBOR
Certificates  remaining  for  such  Distribution  Date and (b)  $5,000  before
giving  effect to any  amount  required  to be  deposited  in the  Basis  Risk
Reserve Fund  pursuant to the  definitions  of Class 1X Required  Reserve Fund
Deposit or Class 2X Required Reserve Fund Deposit.

            Class A Certificates:  As specified in the Preliminary Statement.

            Class C-B   Certificates:   As   specified   in  the   Preliminary
Statement.

            Class Interest  Shortfall:  As to any Distribution  Date and Class
of  Group 1   Certificates,   Class   2-A-1   Certificates   and   Subordinate
Certificates,  the amount by which the amount  described  in clause  (A)(i) of
the  definition of Interest  Distribution  Amount for such Class,  exceeds the
amount of interest  actually  distributed  on such Class on such  Distribution
Date.  As  to  any  Distribution   Date  and  the  Class  X  Certificates  and
(i) Component  1X, the amount by which the amount  described in clause  (B)(i)
of the definition of Interest Distribution Amount for such Component,  exceeds
the  amount  of  interest   actually   distributed   on  such  Class  on  such
Distribution  Date,  (ii)  Component  2X,  the  amount  by  which  the  amount
described in clause (C)(i) of the definition of Interest  Distribution  Amount
for such Class,  exceeds the amount of interest  actually  distributed on such
Component  on such  Distribution  Date and  (iii) Component  3X, the amount by
which the amount  described  in clause  (D)(i) of the  definition  of Interest
Distribution  Amount for such Class,  exceeds the amount of interest  actually
distributed on such Component on such Distribution Date.

            Class Principal  Balance:  With respect to any Class and as to any
date of  determination,  the  aggregate  of the  Certificate  Balances  of all
Certificates of such Class as of such date.

            Class Unpaid Interest  Amounts:  As to any  Distribution  Date and
Class of interest bearing Group 1  Certificates,  Class 2-A-1 Certificates and
Subordinate  Certificates,  the amount by which the aggregate  Class  Interest
Shortfalls  for such  Class on prior  Distribution  Dates  exceeds  the amount
distributed  on such  Class on prior  Distribution  Dates  pursuant  to clause
(A)(ii)  of  the  definition  of  Interest  Distribution  Amount.  As  to  any
Distribution  Date and the Class X  Certificates  and (i)  Component  1X,  the
amount by which the amount  described in clause  (B)(ii) of the  definition of
Interest  Distribution  Amount  for such  Component,  exceeds  the  amount  of
interest  actually  distributed on such Component on such  Distribution  Date,
(ii) Component  2X, the amount by which the amount described in clause (C)(ii)
of the definition of Interest  Distribution Amount for such Class, exceeds the
amount  of  interest   actually   distributed   on  such   Component  on  such
Distribution  Date and (iii)  Component  3X,  the  amount by which the  amount
described in clause (D)(ii) of the definition of Interest  Distribution Amount
for such Class,  exceeds the amount of interest  actually  distributed on such
Component on such Distribution Date.

            Class X Notional  Amount:  For any  Distribution  Date, a notional
amount equal to the aggregate of the Component 1X,  Component 2X and Component
3X immediately prior to that Distribution Date.

            Class Y Principal  Reduction  Amounts:  For any Distribution Date,
the  amounts by which the  Uncertificated  Principal  Balances  of the Class Y
Regular  Interests will be reduced on such Distribution Date by the allocation
of Realized Losses and the distribution of principal,  determined as described
in Appendix A.

            Class Y  Regular  Interests:  The Class Y-1 and Class Y-2  Regular
Interests.

            Class Y-1  Principal  Distribution  Amount:  For any  Distribution
Date,  the excess,  if any, of the Class Y-1  Principal  Reduction  Amount for
such   Distribution  Date  over  the  principal  portion  of  Realized  Losses
allocated to the Class Y-1 Regular Interest on such Distribution Date.

            Class Y-1   Principal  Reduction  Amount:  The  Class Y  Principal
Reduction Amount for the Class Y-1 Regular Interest as determined  pursuant to
the provisions of the Appendix A.

            Class Y-1   Regular   Interest:   The   uncertificated   undivided
beneficial  interest in REMIC I which  constitutes a REMIC I Regular  Interest
and is entitled to distributions as set forth herein.

            Class Y-2  Principal  Distribution  Amount:  For any  Distribution
Date,  the excess,  if any, of the Class Y-2  Principal  Reduction  Amount for
such   Distribution  Date  over  the  principal  portion  of  Realized  Losses
allocated to the Class Y-2 Regular Interest on such Distribution Date.

            Class Y-2   Principal  Reduction  Amount:  The  Class Y  Principal
Reduction Amount for the Class Y-2 Regular Interest as determined  pursuant to
the provisions of the Appendix A.

            Class Y-2   Regular   Interest:   The   uncertificated   undivided
beneficial  interest in REMIC I which  constitutes a REMIC I Regular  Interest
and is entitled to distributions as set forth herein.

            Class Z Principal  Reduction  Amounts:  For any Distribution Date,
the  amounts by which the  Uncertificated  Principal  Balances  of the Class Z
Regular  Interests will be reduced on such Distribution Date by the allocation
of Realized Losses and the  distribution of principal,  which shall be in each
case the  excess of (A) the sum of (x) the  excess  of the  REMIC I  Available
Distribution  Amount for the related Group (i.e.  the "related  Group" for the
Class Z-1  Regular  Interest is the Group 1 Loans and the "related  Group" for
the  Class Z-2  Regular  Interest is the Group 2  Loans,)  over the sum of the
amounts  thereof  distributable  (i) in respect of  interest  on such  Class Z
Regular  Interest  and the  related  Class Y  Regular  Interest,  (ii) to such
Class Z Regular Interest and the related Class Y Regular Interest  pursuant to
clause (c)(ii) of the  definition of "REMIC I  Distribution  Amount" and (iii)
in the case of the Group 1 Loans, to the Class AR-L  Certificates  and (y) the
amount of Realized  Losses  allocable to principal  for the related Group over
(B) the Class Y Principal Reduction Amount for the related Group.

            Class Z  Regular  Interests:  The Class Z-1 and Class Z-2  Regular
Interests.

            Class Z-1  Principal  Distribution  Amount:  For any  Distribution
Date,  the excess,  if any, of the Class Z-1  Principal  Reduction  Amount for
such   Distribution  Date  over  the  principal  portion  of  Realized  Losses
allocated to the Class Z-1 Regular Interest on such Distribution Date.

            Class Z-1   Principal  Reduction  Amount:  The  Class Z  Principal
Reduction Amount for the Class Z-1 Regular Interest as determined  pursuant to
the provisions of the Appendix A.

            Class Z-1   Regular   Interest:   The   uncertificated   undivided
beneficial  interest in REMIC I which  constitutes a REMIC I Regular  Interest
and is entitled to distributions as set forth herein.

            Class Z-2  Principal  Distribution  Amount:  For any  Distribution
Date,  the excess,  if any, of the Class Z-2  Principal  Reduction  Amount for
such   Distribution  Date  over  the  principal  portion  of  Realized  Losses
allocated to the Class Z-2 Regular Interest on such Distribution Date.

            Class Z-2   Principal  Reduction  Amount:  The  Class Z  Principal
Reduction Amount for the Class Z-2 Regular Interest as determined  pursuant to
the provisions of the Appendix A.

            Class Z-2   Regular   Interest:   The   uncertificated   undivided
beneficial  interest in REMIC I which  constitutes a REMIC I Regular  Interest
and is entitled to distributions as set forth herein.

            Clearing  Agency:  An  organization   registered  as  a  "clearing
agency"  pursuant to Section 17A  of the  Securities  Exchange Act of 1934, as
amended,  which initially shall be DTC, the nominee of which is CEDE & Co., as
the  registered  Holder of the Book Entry  Certificates.  The Clearing  Agency
shall  at all  times be a  "clearing  corporation"  as  defined  in  Section 8
102(a)(5) of the Uniform Commercial Code of the State of New York.

            Closing Date:  October 28, 2004.

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

            Collection Account:  The accounts  established and maintained by a
Servicer in accordance with Section 3.05.

            Collection  Period:  With respect to each  Distribution  Date, the
period  commencing  on the second day of the month  preceding the month of the
Distribution   Date  and  ending  on  the  first  day  of  the  month  of  the
Distribution Date.

            Commencement  of  Foreclosure:  The first official action required
under  local  law  to  commence  foreclosure  proceedings  or  to  schedule  a
trustee's  sale  under  a deed  of  trust,  including:  (i) in the  case  of a
mortgage,  any filing or service of process necessary to commence an action to
foreclose;  or (ii) in the case of a deed of trust,  the posting,  publishing,
filing or delivery of a notice of sale.

            Compensating  Interest Payment:  For any Distribution Date and the
SPS Serviced  Mortgage  Loans,  the lesser of (i) the aggregate  Servicing Fee
payable  to SPS in  respect  of the  SPS  Serviced  Mortgage  Loans  for  such
Distribution  Date  and  (ii)  the  aggregate  Prepayment  Interest  Shortfall
allocable  to  Payoffs  and  Curtailments  with  respect  to the SPS  Serviced
Mortgage Loans.

            For any  Distribution  Date and the Wells Fargo Serviced  Mortgage
Loans,  the lesser of (i) one  twelfth  (1/12) of a percentage  (which  ranges
from 0.25% to 0.375%) of the aggregate Stated  Principal  Balance of the Wells
Fargo  Serviced  Mortgage  Loans,  as of the  Due  Date in the  month  of such
Distribution  Date,  and  (ii) the  aggregate  Prepayment  Interest  Shortfall
allocable  to  Payoffs  and  Curtailments  with  respect  to the  Wells  Fargo
Serviced Mortgage Loans.

            For any  Distribution  Date  and  the  IndyMac  Serviced  Mortgage
Loans, the excess of (i) the Compensating  Interest (as defined in the IndyMac
Servicing  Agreement)  required to be  remitted  by IndyMac on the  Remittance
Date  (as  defined  in the  IndyMac  Servicing  Agreement)  relating  to  such
Distribution  Date  over  (ii) the  amount of the  Compensating  Interest  (as
defined in the IndyMac  Servicing  Agreement)  actually remitted by IndyMac on
the Remittance Date (as defined in the IndyMac Servicing  Agreement)  relating
to such Distribution Date.

            For  any   Distribution   Date  and  the  Master   Servicer,   the
Compensating Interest Payment shall be equal to:

(a)   with respect to the SPS Serviced  Mortgage Loans,  the excess of (i) the
      Compensating  Interest  Payment  required to be remitted by SPS for such
      Distribution  Date over (ii) the  amount  of the  Compensating  Interest
      Payment actually remitted by SPS for such Distribution Date;

(b)   with respect to the IndyMac  Serviced  Mortgage Loans, the excess of (i)
      the  Compensating  Interest  Payment  required to be remitted by IndyMac
      for such  Distribution  Date  over (ii) the  amount of the  Compensating
      Interest  Payment  actually  remitted by IndyMac  for such  Distribution
      Date; and

(c)   with respect to the Wells Fargo Serviced  Mortgage Loans,  the excess of
      (i) the  Compensating  Interest  required  to be remitted by Wells Fargo
      for such  Distribution  Date over  (ii) the  amount of the  Compensating
      Interest actually remitted by Wells Fargo for such Distribution Date.

            Component  1X: With  respect to the Class X  Certificates  and any
Distribution  Date, a notional amount equal to the Class Principal  Balance of
the Class 1-A-1 Certificates immediately prior to that Distribution Date.

            Component 1X  Pass-Through  Rate: With respect to Component 1X and
any  Distribution  Date after the first  Distribution  Date,  a per annum rate
equal to the excess,  if any,  of (i) the Net WAC Rate for the  Group 1  Loans
over  (ii) the  Pass-Through  Rate on that  distribution  date  for the  Class
1-A-1   Certificates   prior  to  giving  effect  to   distributions  on  that
Distribution Date.

            Component  2X: With  respect to the Class X  Certificates  and any
Distribution  Date, a notional amount equal to the Class Principal  Balance of
the Class 2-A-1 Certificates immediately prior to that Distribution Date.

            Component 2X  Pass-Through  Rate: With respect to Component 2X and
any  Distribution  Date after the first  Distribution  Date,  a per annum rate
equal to the excess,  if any,  of (i) the Net WAC Rate for the  Group 2  Loans
over  (ii) the  Pass-Through  Rate on that  distribution  date  for the  Class
2-A-1   Certificates   prior  to  giving  effect  to   distributions  on  that
Distribution Date.

            Component  3X: With  respect to the Class X  Certificates  and any
Distribution  Date,  a notional  amount  equal to the  aggregate  of the Class
Principal Balances of the Subordinate LIBOR Certificates  immediately prior to
that Distribution Date.

            Component  3X  Pass-Through  Rate:  With  respect to  Component 3X
Certificates and any Distribution  Date after the first  Distribution  Date, a
per  annum  rate  equal  to the  excess,  the  excess,  if  any,  of  (i)  the
Subordinate  Component Net Funds Rate for that  Distribution  Date,  over (ii)
the  weighted  average  of the  Pass-Through  Rates on the  Subordinate  LIBOR
Certificates,  prior to giving effect to  distributions  on that  distribution
date.

            Cooperative  Corporation:  With respect to any  Cooperative  Loan,
the cooperative  apartment  corporation  that holds legal title to the related
Cooperative   Property  and  grants  occupancy  rights  to  units  therein  to
stockholders through Proprietary Leases or similar arrangements.

            Cooperative  Lien  Search:  A search  for (a)  federal  tax liens,
mechanics'  liens, lis pendens,  judgments of record or otherwise  against (i)
the Cooperative  Corporation and (ii) the seller of the Cooperative  Unit, (b)
filings of Financing  Statements and (c) the deed of the Cooperative  Property
into the Cooperative Corporation.

            Cooperative  Loan: A Mortgage Loan that is secured by a first lien
on and a perfected  security  interest in  Cooperative  Shares and the related
Proprietary Lease granting exclusive rights to occupy the related  Cooperative
Unit in the building owned by the related Cooperative Corporation.

            Cooperative  Property:  With respect to any Cooperative  Loan, all
real property and  improvements  thereto and rights  therein and thereto owned
by a Cooperative  Corporation  including without limitation the land, separate
dwelling units and all common elements.

            Cooperative  Shares:  With respect to any  Cooperative  Loan,  the
shares  of stock  issued  by a  Cooperative  Corporation  and  allocated  to a
Cooperative Unit and represented by stock certificates.

            Cooperative   Unit:  With  respect  to  any  Cooperative  Loan,  a
specific unit in a Cooperative Property.

            Corporate  Trust  Office:   With  respect  to  the  Trustee,   the
designated  office  of the  Trustee  at  which  at  any  particular  time  its
corporate   trust   business   with  respect  to  this   Agreement   shall  be
administered,  which office at the date of the execution of this  Agreement is
located  at 60  Livingston  Avenue,  St.  Paul,  Minnesota  55107,  Attention:
Corporate   Trust  -   Structured   Finance.   With   respect   to  the  Trust
Administrator,  the designated  office of the Trust  Administrator at which at
any  particular  time  its  corporate  trust  business  with  respect  to this
Agreement shall be administered,  which office at the date of the execution of
this  Agreement is located at 9062 Old  Annapolis  Road,  Columbia,  MD 21045,
Attention: CSFB   ARMT  2004-3,   except  for  purposes  of  Section 6.06  and
certificate  transfer  purposes,  such term shall mean the office or agency of
the Trust  Administrator  located at Wells  Fargo Bank,  N.A.,  6th Avenue and
Marquette, Minneapolis, Minnesota  55479, Attention: CSFB ARMT 2004-3.

            Credit  Support  Depletion  Date: The first  Distribution  Date on
which the aggregate Class Principal  Balances of the Subordinate  Certificates
has been or will be reduced to zero.

            Current  Interest:  With respect to the Class 1-A-1,  Class 2-A-1,
Class C-M,  Class C-B-1,  Class C-B-2  or  Class C-B-3  Certificates  and  any
Distribution   Date,  the  amount  of  interest  accruing  at  the  applicable
Pass-Through  Rate on the related Class Principal Balance of such Class during
the  related  Accrual  Period,  subject  to  reduction  for any  Net  Interest
Shortfalls  allocated  to such Class for such  Distribution  Date  pursuant to
Section 4.01(I)(B).

            Curtailment:  Any payment of  principal on a Mortgage  Loan,  made
by or on behalf of the related  Mortgagor,  other than a Scheduled  Payment, a
prepaid  Scheduled  Payment  or a  Payoff,  which is  applied  to  reduce  the
outstanding Stated Principal Balance of the Mortgage Loan.

            Custodial  Agreement:  An agreement,  dated as of the date hereof,
among a custodian, the Trustee and the Trust Administrator,  pursuant to which
such custodian agrees to hold any of the documents or instruments  referred to
in  Section 2.01  of this  Agreement as agent for the Trustee.  As of the date
hereof, the Custodian shall act pursuant to the LaSalle Custodial Agreement.

            Custodian:   A  custodian   which  is  appointed   pursuant  to  a
Custodial  Agreement.  Any Custodian so appointed shall act as agent on behalf
of the Trustee,  and shall be  compensated  by the Trust  Administrator  or as
otherwise specified therein.  Initially,  LaSalle shall serve as Custodian for
all of the Mortgage Loans.

            Cut-off Date:  October 1, 2004.

            Cut-off  Date  Principal  Balance:  As to any Mortgage  Loan,  the
Stated  Principal  Balance  thereof as of the close of business on the Cut-off
Date.

            Data Remittance Date: With respect to any  Distribution  Date, the
10th calendar day of the month in which such  Distribution  Date occurs, or if
such 10th day is not a Business  Day, the Business Day  immediately  following
such 10th day.

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

            Debt Service  Reduction  Mortgage  Loan:  Any  Mortgage  Loan that
became the subject of a Debt Service Reduction.

            Deficient  Valuation:  With respect to any Mortgage Loan in either
Loan Group, a valuation by a court of competent  jurisdiction of the Mortgaged
Property in an amount less than the then  outstanding  indebtedness  under the
Mortgage Loan, or that results in a permanent forgiveness of principal,  which
valuation in either case results from a proceeding under the Bankruptcy Code.

            Definitive Certificate:  As defined in Section 6.07.

            Deleted Mortgage Loan: As defined in Section 2.03.

            Denomination:  With  respect to each  Certificate,  the amount set
forth  on the  face  thereof  as the  "Initial  Certificate  Balance  of  this
Certificate"  or the  "Initial  Notional  Amount of this  Certificate"  or, if
neither  of the  foregoing,  the  Percentage  Interest  appearing  on the face
thereof.

            Deposit Amount: As defined in  Section 4.10(e)  or Section 4.11(e)
herein, as applicable.

            Depositor:  Credit Suisse First Boston Mortgage  Securities Corp.,
a Delaware corporation, or its successor in interest.

            Depository  Agreement:  The Letter of  Representation  dated as of
the Closing Date by and among DTC, the Depositor  and the Trust  Administrator
for the benefit of the Trustee.

            Designated  Mortgage Loans:  The IndyMac  Mortgage  Loans,  unless
any such  Mortgage  Loan is no longer  serviced  by IndyMac  under the IndyMac
Servicing Agreement.

            Designated Servicer:  IndyMac.

            Designated Servicing Agreement:  The IndyMac Servicing Agreement.

            Determination  Date:  With respect to each  Distribution  Date and
(i) each  Servicer  (other  than Wells  Fargo),  the 10th day of the  calendar
month in which  such  Distribution  Date  occurs or, if such 10th day is not a
Business Day, the Business Day  immediately  succeeding  such Business Day and
(ii) Wells  Fargo,  the Business Day  immediately  preceding  the related Cash
Remittance Date.

            Disqualified   Organization:   Any   organization   defined  as  a
"disqualified  organization"  under  Section 860E(e)(5)  of  the  Code,  which
includes any of the following:  (i) the United States,  any State or political
subdivision  thereof,  any possession of the United  States,  or any agency or
instrumentality of any of the foregoing (other than an  instrumentality  which
is a corporation if all of its  activities are subject to tax and,  except for
the FHLMC,  a  majority  of its board of  directors  is not  selected  by such
governmental   unit),   (ii)   a   foreign   government,   any   international
organization,  or any agency or instrumentality of any of the foregoing, (iii)
any  organization  (other than  certain  farmers'  cooperatives  described  in
Section 521  of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code  (including  the tax imposed by  Section 511 of the Code on unrelated
business  taxable  income),  (iv) rural  electric and  telephone  cooperatives
described  in  Section 1381(a)(2)(C)  of  the  Code,  (v) an  "electing  large
partnership"  within the  meaning  of  Section 775  of the Code,  and (vi) any
other Person so  designated by the Trust  Administrator  based upon an Opinion
of  Counsel  that the  holding  of an  Ownership  Interest  in a  Class AR  or
Class AR-L  Certificate  by such  Person  may cause  the  REMIC or any  Person
having an  Ownership  Interest in any Class of  Certificates  (other than such
Person) to incur a liability  for any federal tax imposed  under the Code that
would not  otherwise be imposed but for the Transfer of an Ownership  Interest
in a Class AR or  Class AR-L  Certificate  to such Person.  The terms  "United
States," "State" and "international  organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

            Distribution  Date:  The 25th day of any  month,  or if such  25th
day is not a Business Day, the Business Day  immediately  following  such 25th
day, commencing in November 2004.

            DLJMC: DLJ Mortgage  Capital,  Inc., a Delaware  corporation,  and
its successors and assigns.

            DTC:  The Depository Trust Company.

            Due Date: With respect to each Mortgage Loan and any  Distribution
Date,  the date on which  Scheduled  Payments  on such  Mortgage  Loan are due
which is either the first day of the month of such  Distribution  Date,  or if
Scheduled  Payments  on such  Mortgage  Loan are due on a day  other  than the
first day of the month, the date in the calendar month  immediately  preceding
the Distribution Date on which such Scheduled  Payments are due,  exclusive of
any days of grace.

            Eligible  Account:  Either (i) an account or  accounts  maintained
with a federal or state  chartered  depository  institution  or trust  company
acceptable to the Rating  Agencies or (ii) an account or accounts the deposits
in  which  are  insured  by  the  FDIC  to  the  limits  established  by  such
corporation,  provided  that  any  such  deposits  not  so  insured  shall  be
maintained  in an account at a depository  institution  or trust company whose
commercial  paper or other short term debt  obligations  (or, in the case of a
depository  institution or trust company which is the principal  subsidiary of
a holding  company,  the commercial paper or other short term debt obligations
of such holding  company) have been rated by each Rating Agency in its highest
short term rating  category,  or (iii) a segregated  trust account or accounts
(which shall be a "special deposit account")  maintained with the Trustee, the
Trust  Administrator  or any  other  federal  or  state  chartered  depository
institution or trust company,  acting in its fiduciary  capacity,  in a manner
acceptable to the Trustee,  the Trust  Administrator  and the Rating Agencies.
Eligible Accounts may bear interest.

            Eligible  Institution:  An  institution  having the highest  short
term debt  rating,  and one of the two highest  long term debt  ratings of the
Rating Agencies or the approval of the Rating Agencies.

            Eligible  Investments:  Any  one or more  of the  obligations  and
securities listed below:

1.    direct  obligations of, and obligations  fully guaranteed by, the United
      States of  America,  or any  agency  or  instrumentality  of the  United
      States of America the  obligations of which are backed by the full faith
      and  credit  of the  United  States of  America;  or  obligations  fully
      guaranteed  by, the United  States of  America;  the  FHLMC,  FNMA,  the
      Federal Home Loan Banks or any agency or  instrumentality  of the United
      States of America rated AA (or the  equivalent)  or higher by the Rating
      Agencies;

2.    federal  funds,  demand and time deposits in,  certificates  of deposits
      of, or bankers'  acceptances  issued by, any  depository  institution or
      trust  company  incorporated  or organized  under the laws of the United
      States of America or any state  thereof and subject to  supervision  and
      examination by federal and/or state banking  authorities,  so long as at
      the time of such  investment  or  contractual  commitment  providing for
      such   investment  the  commercial   paper  or  other  short  term  debt
      obligations of such depository  institution or trust company (or, in the
      case  of  a  depository  institution  or  trust  company  which  is  the
      principal  subsidiary  of a holding  company,  the  commercial  paper or
      other short term debt  obligations of such holding company) are rated in
      one of two of the highest  ratings by each of the Rating  Agencies,  and
      the long term debt  obligations of such depository  institution or trust
      company (or, in the case of a depository  institution  or trust  company
      which is the principal  subsidiary of a holding  company,  the long term
      debt  obligations  of such  holding  company) are rated in one of two of
      the highest ratings, by each of the Rating Agencies;

3.    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 a principal) in the
      highest rated category by the Rating Agencies;  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  price plus  accrued  interest,  (B) pursuant to such
      valuation,  be equal, at all times,  to 105% of the cash  transferred by
      the Trustee or the Trust  Administrator in exchange for such collateral,
      and (C) be  delivered to the Trustee or the Trust  Administrator  or, if
      the Trustee or the Trust Administrator,  as applicable, is supplying the
      collateral,  an agent for the  Trustee  or the Trust  Administrator,  in
      such a manner as to accomplish  perfection of a security interest in the
      collateral by possession of certificated securities;

4.    securities  bearing  interest  or  sold  at a  discount  issued  by  any
      corporation  incorporated under the laws of the United States of America
      or any state thereof which has a long term  unsecured debt rating in the
      highest  available rating category of each of the Rating Agencies at the
      time of such investment;

5.    commercial  paper having an original  maturity of less than 365 days and
      issued by an  institution  having a short term  unsecured debt rating in
      the highest  available rating category of each of the Rating Agencies at
      the time of such investment;

6.    a  guaranteed  investment  contract  approved  by  each  of  the  Rating
      Agencies and issued by an insurance company or other corporation  having
      a long term  unsecured  debt  rating  in the  highest  available  rating
      category of each of the Rating Agencies at the time of such investment;

7.    money market funds (which may be 12b 1 funds as  contemplated  under the
      rules  promulgated by the Securities and Exchange  Commission  under the
      Investment  Company Act of 1940) having ratings in the highest available
      rating category of Moody's and one of the two highest  available  rating
      categories of S&P at the time of such  investment (any such money market
      funds which provide for demand withdrawals being conclusively  deemed to
      satisfy any maturity  requirements  for Eligible  Investments  set forth
      herein)  including  money  market  funds  of  the  Master  Servicer,   a
      Servicer,  the  Trustee  or the Trust  Administrator  and any such funds
      that are managed by the Master Servicer, a Servicer,  the Trustee or the
      Trust  Administrator  or their  respective  Affiliates or for the Master
      Servicer,  a  Servicer,  the Trustee or the Trust  Administrator  or any
      Affiliate  of such Person acts as advisor,  as long as such money market
      funds satisfy the criteria of this subparagraph (7); and

8.    such other  investments  the  investment in which will not, as evidenced
      by a letter from each of the Rating Agencies,  result in the downgrading
      or withdrawal of the Ratings of the Certificates;

            provided,  however,  that no such instrument  shall be an Eligible
Investment  if such  instrument  evidences  either (i) a right to receive only
interest payments with respect to the obligations  underlying such instrument,
or  (ii)  both  principal  and  interest  payments  derived  from  obligations
underlying  such  instrument  and the  principal  and interest  payments  with
respect to such  instrument  provide a yield to maturity of greater  than 120%
of the yield to maturity at par of such underlying obligations.

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

            ERISA-Qualifying  Underwriting:  A best efforts or firm commitment
underwriting or private placement that meets the requirements  (without regard
to the ratings requirements) of an Underwriter's Exemption.

            ERISA  Restricted  Certificate:  As specified  in the  Preliminary
Statement.

            Escrow  Account:  The  separate  account or  accounts  created and
maintained by a Servicer pursuant to Section 3.06.

            Escrow  Payments:  With respect to any Mortgage  Loan, the amounts
constituting  ground  rents,  taxes,  mortgage  insurance  premiums,  fire and
hazard insurance  premiums,  and any other payments required to be escrowed by
the Mortgagor with the mortgagee  pursuant to the Mortgage,  applicable law or
any other related document.

            Event of Default:  As defined in Section 8.01 hereof.

            Excess  Loss:  The  amount of any (i) Fraud  Loss in excess of the
Fraud Loss Coverage  Amount on a Mortgage  Loan realized  after the Fraud Loss
Coverage  Termination  Date, (ii) Special Hazard Loss in excess of the Special
Hazard Loss  Coverage  Amount on a Mortgage  Loan  realized  after the Special
Hazard  Coverage  Termination  Date or (iii)  Bankruptcy Loss in excess of the
Bankruptcy  Loss  Coverage  Amount  on a  Mortgage  Loan  realized  after  the
Bankruptcy Coverage Termination Date.

            Expense  Fee  Rate:  As to  each  Mortgage  Loan,  the  sum of the
related  Servicing Fee Rate, the Trust  Administrator Fee Rate, if applicable,
and  the  rate at  which  the  premium  on a  Lender  Paid  Mortgage  Guaranty
Insurance Policy is calculated, if applicable.

            Expense  Fees: As to each  Mortgage  Loan and  Distribution  Date,
the  sum of the  related  Servicing  Fee,  the  Trust  Administrator  Fee,  if
applicable,  and any premium on any Lender Paid  Mortgage  Guaranty  Insurance
Policy, if applicable.

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

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

            Financing  Statement:  A  financing  statement  in the  form  of a
UCC-1 or UCC-3, as applicable,  filed pursuant to the Uniform  Commercial Code
to  perfect  a  security  interest  in  the  Cooperative   Shares  and  Pledge
Instruments.

            FNMA:  The  Federal  National  Mortgage  Association,  a federally
chartered and privately  owned  corporation  organized and existing  under the
Federal National Mortgage Association Charter Act, or any successor thereto.

            Fraud Loan:  A Liquidated  Mortgage  Loan as to which a Fraud Loss
has occurred.

            Fraud Loss Coverage  Amount:  The aggregate amount of Fraud Losses
that are allocated solely to the Subordinate  Certificates,  as of the Closing
Date,  $$7,321,413,  subject to  reduction  from time to time by the amount of
Fraud Losses allocated to the Subordinate  Certificates.  In addition,  (a) on
each  anniversary  prior to the first  anniversary  of the Cut-off  Date,  the
Fraud Loss  Coverage  Amount will be reduced to an amount  equal to the lesser
of (A)  3.0% of the  current  aggregate  principal  balance  of the  aggregate
Stated  Principal  Balance  of the  Mortgage  Loans and (B) the  excess of the
Fraud Loss Coverage  Amount as of the Cut-off Date over the cumulative  amount
of Fraud Losses  allocated to the Subordinate  Certificates  since the Cut-off
Date; (b) on each anniversary  after the first  anniversary but prior to third
anniversary  of the  cut-off  date,  the Fraud Loss  Coverage  Amount  will be
reduced to an amount equal to the lesser of (A) 2.0% of the current  aggregate
Stated  Principal  Balance  of the  Mortgage  Loans and (B) the  excess of the
Fraud Loss  Coverage  Amount as of the  preceding  anniversary  of the Cut-off
Date over the cumulative  amount of Fraud Losses  allocated to the Subordinate
Certificates since such preceding  anniversary,  (c) on each anniversary after
the second  anniversary  prior to the fifth  anniversary  of the Cut-off Date,
the Fraud Loss  Coverage  Amount  will be  reduced  to an amount  equal to the
lesser of (A) 1.0% of the current  aggregate Stated  Principal  Balance of the
Mortgage Loans and (B) the excess of the Fraud Loss Coverage  Amount as of the
preceding  anniversary of the cut-off date over the cumulative amount of Fraud
Losses  allocated  to  the  Subordinate   Certificates  since  such  preceding
anniversary,  and (d) on the fifth  anniversary of the Cut off Date, zero. The
Fraud Loss  Coverage  Amount may be reduced  below the amount set forth  above
for  any  Distribution  Date  with  the  consent  of the  Rating  Agencies  as
evidenced by a letter of each Rating Agency to the Trust  Administrator to the
effect  that any  such  reduction  will not  result  in a  downgrading  of the
current ratings assigned to such Classes of Certificates rated by it.

            Fraud Loss Coverage  Termination  Date: The point in time at which
the applicable Fraud Loss Coverage Amount is reduced to zero.

            Fraud Losses:  Realized  Losses on the  Liquidated  Mortgage Loans
as to which a loss is  sustained  by reason of a default  arising  from fraud,
dishonesty or  misrepresentation in connection with the related Mortgage Loan,
including  a loss by  reason  of the  denial of  coverage  under  any  related
Mortgage  Guaranty  Insurance  Policy  because of such  fraud,  dishonesty  or
misrepresentation.

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

            Group:  When used with respect to the Mortgage Loans,  any of Loan
Group 1 and Loan  Group 2 or with  respect to the  Certificates,  the Class or
Classes of Certificates that relate to the corresponding Group or Groups.

            Group 1:   With  respect  to  the  Mortgage  Loans,  the  pool  of
adjustable  rate  Mortgage  Loans  identified  in the  related  Mortgage  Loan
Schedule  as  having  been   assigned  to  Group 1  or  with  respect  to  the
Certificates, the Class 1-A-1, Class AR and Class AR-L Certificates.

            Group 1  Net  Funds  Rate:  For  any  Distribution  Date  and  the
Class 1-A-1  Certificates,  will be a per annum rate equal to (a) a  fraction,
expressed as a  percentage,  the  numerator of which is the product of (1) the
Group 1 Optimal Interest  Remittance Amount for Loan Group 1 for such date and
(2) 12, and the  denominator  of which is the Aggregate  Loan Group Balance of
Loan  Group 1  (excluding  any such  Mortgage  Loans  that were  subject  to a
Payoff,  the  principal  of which was  distributed  on the  Distribution  Date
preceding  the  current  Distribution  Date)  for  the  immediately  preceding
Distribution  Date  (or,  in the  case of the  first  Distribution  Date,  the
Aggregate  Loan  Group  Balance  of  Loan  Group 1  as of  the  Cut-off  Date,
multiplied  by  (b)  a  fraction,  the  numerator  of  which  is  30  and  the
denominator  of which is the  actual  number  of days in the  related  Accrual
Period.

            Group 1 Senior  Liquidation  Amount: As to any Distribution  Date,
the  aggregate,  for  each  Mortgage  Loan  in Loan  Group 1  which  became  a
Liquidated  Mortgage Loan during the prior  calendar  month,  of the lesser of
(i) the Group 1  Senior  Percentage  of the Stated  Principal  Balance of such
Mortgage  Loan and (ii) the  applicable  Senior  Prepayment  Percentage of the
Liquidation Principal with respect to such Mortgage Loan.

            Group 1  Senior  Percentage:  As to  any  Distribution  Date,  the
percentage  equivalent  of a fraction the  numerator of which is the aggregate
of the Class  Principal  Balances of the Class 1-A-1,  Class AR and Class AR-L
Certificates  immediately  prior to such Distribution Date and the denominator
of which is the  aggregate  of the Stated  Principal  Balances of the Mortgage
Loans in Loan Group 1,  as of the first day of the related  Collection  Period
(excluding  any such  Mortgage  Loans  that  were  subject  to a  Payoff,  the
principal of which was  distributed  on the  Distribution  Date  preceding the
current  Distribution Date);  provided,  however, in no event will the Group 1
Senior Percentage exceed 100%.

            Group 1  Senior   Principal   Distribution   Amount:   As  to  any
Distribution  Date,  the  sum of (i)  the  Group 1  Senior  Percentage  of the
Principal  Payment  Amount  for  Loan  Group 1,  (ii)  the  applicable  Senior
Prepayment  Percentage  of the Principal  Prepayment  Amount for Loan Group 1,
and (iii) the Group 1 Senior Liquidation Amount.

            Group 1  Subordinate  Percentage:  For any Distribution  Date, the
excess of 100% over the Group 1 Senior Percentage.

            Group 2:   With  respect  to  the  Mortgage  Loans,  the  pool  of
adjustable  rate  Mortgage  Loans  identified  in the  related  Mortgage  Loan
Schedule  as  having  been   assigned  to  Group 2  or  with  respect  to  the
Certificates, the Class 2-A-1 Certificates.

            Group 2  Net  Funds  Rate:  For  any  Distribution  Date  and  the
Class 2-A-1  Certificates,  will be a per annum rate equal to (a) a  fraction,
expressed as a  percentage,  the  numerator of which is the product of (1) the
Group 2 Optimal Interest  Remittance Amount for Loan Group 2 for such date and
(2) 12, and the  denominator  of which is the Aggregate  Loan Group Balance of
Loan  Group 2  (excluding  any such  Mortgage  Loans  that were  subject  to a
Payoff,  the  principal  of which was  distributed  on the  Distribution  Date
preceding  the  current  Distribution  Date)  for  the  immediately  preceding
Distribution  Date  (or,  in the  case of the  first  Distribution  Date,  the
Aggregate  Loan  Group  Balance  of  Loan  Group 1  as of  the  Cut-off  Date,
multiplied  by  (b)  a  fraction,  the  numerator  of  which  is  30  and  the
denominator  of which is the  actual  number  of days in the  related  Accrual
Period.

            Group 2 Senior  Liquidation  Amount: As to any Distribution  Date,
the  aggregate,  for  each  Mortgage  Loan  in Loan  Group 2  which  became  a
Liquidated  Mortgage Loan during the prior  calendar  month,  of the lesser of
(i) the Group 2  Senior  Percentage  of the Stated  Principal  Balance of such
Mortgage  Loan and (ii) the  applicable  Senior  Prepayment  Percentage of the
Liquidation Principal with respect to such Mortgage Loan.

            Group 2  Senior  Percentage:  As to  any  Distribution  Date,  the
percentage  equivalent  of a  fraction  the  numerator  of which is the  Class
Principal  Balance of the Class 2-A-1  Certificates  immediately prior to such
Distribution  Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 2,  as of the first day
of the related  Collection Period (excluding any such Mortgage Loans that were
subject  to  a  Payoff,   the  principal  of  which  was  distributed  on  the
Distribution  Date  preceding  the  current   Distribution  Date);   provided,
however, in no event will the Group 2 Senior Percentage exceed 100%.

            Group 2  Senior   Principal   Distribution   Amount:   As  to  any
Distribution  Date,  the  sum of (i)  the  Group 2  Senior  Percentage  of the
Principal  Payment  Amount  for  Loan  Group 2,  (ii)  the  applicable  Senior
Prepayment  Percentage  of the Principal  Prepayment  Amount for Loan Group 2,
and (iii) the Group 2 Senior Liquidation Amount.

            Group 2  Subordinate  Percentage:  For any Distribution  Date, the
excess of 100% over the Group 2 Senior Percentage.

            Group Optimal  Interest  Remittance  Amount:  For any Distribution
Date and Loan Group 1 and Loan  Group 2,  the excess of (i) the product of (1)
(x) the weighted  average of the Net Mortgage  Rates of the Mortgage  Loans in
such Loan Group as of the first day of the related  Collection  Period divided
by (y) 12 and (2) the  applicable  Aggregate  Loan Group Balance for such Loan
Group for the  immediately  preceding  Distribution  Date  (excluding any such
Mortgage  Loans that were  subject  to a Payoff,  the  principal  of which was
distributed  on the  Distribution  Date  preceding  the  current  Distribution
Date), over (ii) any expenses that reduce the Interest  Remittance Amount that
did not arise as a result of a default or  delinquency  of the Mortgage  Loans
in such Loan Group or were not taken into  account in  computing  the  Expense
Fee Rate.

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

            Indirect Participants:  Entities, such as banks, brokers,  dealers
and trust companies,  that clear through or maintain a custodial  relationship
with a Participant, either directly or indirectly.

            IndyMac:  IndyMac Bank, F.S.B., and its successors and assigns.

            IndyMac  Serviced  Mortgage Loans:  The Mortgage Loans  identified
as such on the Mortgage Loan  Schedule,  for which  IndyMac is the  applicable
Servicer.

            IndyMac   Servicing   Agreement:    That   certain   Reconstituted
Servicing  Agreement dated as of October 1, 2004 among DLJMC,  IndyMac and the
Master Servicer, and acknowledged by the Trustee and the Trust Administrator.

            Initial Bankruptcy Loss Coverage Amount:  $100,000.

            Initial Class Principal  Balance:  As set forth in the Preliminary
Statement.

            Insurance  Policy:  With respect to any Mortgage  Loan included in
the Trust Fund, any Mortgage Guaranty  Insurance  Policy,  any standard hazard
insurance policy, flood insurance policy or title insurance policy,  including
all riders and  endorsements  thereto in  effect,  including  any  replacement
policy or policies for any Insurance Policies.

            Insurance  Proceeds:  Proceeds  of any primary  mortgage  guaranty
insurance  policies,   including,  without  limitation,  any  other  Insurance
Policies with respect to the Mortgage  Loans,  to the extent such proceeds are
not applied to the restoration of the related  Mortgaged  Property or released
to the  Mortgagor in  accordance  with the related  Servicer's  or  Designated
Servicer's normal servicing procedures.

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

            Interest  Distribution  Amount:  With respect to any  Distribution
Date  and  (A)  the  Group 1   Certificates,   Class  2-A-1  Certificates  and
Subordinate  Certificates,  the sum of (i) one month's interest accrued during
the related Accrual Period at the applicable  Pass-Through Rate for such Class
on the related  Class  Principal  Balance,  subject to  reduction  pursuant to
Section 4.01(I)(B),  and (ii) any Class Unpaid Interest Amounts for such Class
and  Distribution  Date,  (B) with  respect  to the Class X  Certificates  and
Component 1X, the sum of (i) one month's  interest  accrued during the related
Accrual  Period  equal  to  the  product  of  the   applicable   Component  1X
Pass-Through  Rate and  Component  1X for such  Distribution  Date  and,  with
respect to the first  Distribution  Date only,  calculated on the basis of the
Component 1X Pass-Through  Rate being multiplied by a fraction,  the numerator
which is 27 and the denominator which is 30, subject to reduction  pursuant to
Section 4.01(I)(B),  and (ii) any Class Unpaid Interest Amounts for such Class
and  Distribution  Date,  (C) with  respect  to the Class X  Certificates  and
Component 2X, the sum of (i) one month's  interest  accrued during the related
Accrual Period the product of the applicable  Component 2X  Pass-Through  Rate
and  Component 2X for such  Distribution  Date and,  with respect to the first
Distribution  Date  only,   calculated  on  the  basis  of  the  Component  2X
Pass-Through  Rate being  multiplied by a fraction,  the numerator which is 27
and the  denominator  which is 30,  subject to  reduction  pursuant to Section
4.01(I)(B),  and (ii) any Class  Unpaid  Interest  Amounts  for such Class and
Distribution  Date,  and (D) with  respect  to the  Class X  Certificates  and
Component 3X, one month's  interest  accrued during the related Accrual Period
equal  to the  sum of (I)  the  sum of  (x) the  product  of (a)  the  related
Allocation  Fraction  for  the  Group 1  Loans  and  (b)  the  product  of the
applicable   Component  3X  Pass-Through   Rate  and  Component  3X  for  such
Distribution   Date  for  such  Component  and,  with  respect  to  the  first
Distribution  Date only,  calculated on the basis of the Class 3X Pass-Through
Rate  being  multiplied  by a  fraction,  the  numerator  which  is 27 and the
denominator which is 30, subject to reduction pursuant to Section  4.01(I)(B),
and (y) any Class  Unpaid  Interest  Amounts  for such Class and  Distribution
Date  and  (II)  the sum of (x) the  product  of (a)  the  related  Allocation
Fraction  for  the  Group 2  Loans  and  (b)  the  product  of the  applicable
Component 3X Pass-Through  Rate and  Component 3X for such  Distribution  Date
for such  Component  and,  with respect to the first  Distribution  Date only,
calculated on the basis of the Class 3X Pass-Through  Rate being multiplied by
a  fraction,  the  numerator  which  is 27 and the  denominator  which is 360,
subject to reduction pursuant to Section 4.01(I)(B),  and (y) any Class Unpaid
Interest Amounts for such Component and Distribution Date.

            LaSalle:  LaSalle Bank, National Association.

            LaSalle  Bank   Custodial   Agreement:   That  certain   Custodial
Agreement  dated as of October  1, 2004 among  LaSalle,  the  Trustee  and the
Trust Administrator.

            Lender Paid Mortgage Guaranty  Insurance  Policy:  Any lender paid
Mortgage Guaranty Insurance Policy.

            LIBOR  Business  Day:  Any day  other  than  (i) a  Saturday  or a
Sunday or (ii) a day on which  banking  institutions  in the State of New York
or in the City of London,  England  are  required or  authorized  by law to be
closed.

            LIBOR Certificates:  As specified in the Preliminary Statement.

            Liquidated  Mortgage Loan: With respect to any Distribution  Date,
a defaulted  Mortgage Loan  (including any REO Property)  which was liquidated
in the calendar month preceding the month of such  Distribution Date and as to
which a Servicer, has determined (with respect to the Non-Designated  Mortgage
Loans, in accordance  with this  Agreement,  or with respect to the Designated
Mortgage Loans, in accordance  with the Designated  Servicing  Agreement) that
it has  received  all  amounts it expects  to receive in  connection  with the
liquidation  of such Mortgage  Loan,  including the final  disposition  of the
related REO Property,  whether from Insurance Proceeds,  Liquidation  Proceeds
or otherwise.

            Liquidation  Expenses:  Customary and  reasonable  "out of pocket"
expenses  incurred by a Servicer (or the related  Sub-Servicer)  in connection
with the  liquidation of any defaulted  Mortgage Loan and not recovered by the
related  Servicer  (or the  related  Sub-Servicer)  under a Mortgage  Guaranty
Insurance  Policy for  reasons  other than such  Servicer's  failure to comply
with Section 3.09 hereof, such expenses including,  without limitation,  legal
fees and expenses,  any unreimbursed amount expended by a Servicer pursuant to
Section 3.11  hereof  respecting  the  related  Mortgage  and any  related and
unreimbursed  expenditures  for real  estate  property  taxes or for  property
restoration or preservation to the extent not previously  reimbursed under any
hazard  insurance  policy for reasons  other than such  Servicer's  failure to
comply with Section 3.11 hereof.

            Liquidation  Principal:  As to any  Distribution  Date  and a Loan
Group, the principal portion of Liquidation  Proceeds received with respect to
each  Mortgage  Loan in that Loan  Group,  but not in excess of the  principal
balance of such Mortgage  Loan,  which became a Liquidated  Mortgage Loan (but
not in excess of the principal balance thereof) during the preceding  calendar
month.

            Liquidation  Proceeds:   Amounts,  including  Insurance  Proceeds,
received in connection  with the partial or complete  liquidation of defaulted
Mortgage Loans, whether through trustee's sale,  foreclosure sale or otherwise
or amounts  received in connection with any condemnation or partial release of
a  Mortgaged  Property  related  to a  Mortgage  Loan and any  other  proceeds
received in connection with an REO Property other than Recoveries.

            Loan Group:  Any of Loan Group 1 or Loan Group 2, as applicable.

            Loan  Group 1:  All  Mortgage  Loans  identified  as Loan  Group 1
Mortgage Loans on the Mortgage Loan Schedule.

            Loan  Group 2:  All  Mortgage  Loans  identified  as Loan  Group 2
Mortgage Loans on the Mortgage Loan Schedule.

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

            Loss  and  Delinquency  Test:  With  respect  to the SPS  Mortgage
Loans,   SPS  will  fail  the  Loss  and  Delinquency  Test  on  any  date  of
determination as to which (i) the aggregate  outstanding  principal balance of
the SPS Mortgage Loans  delinquent 60 days or more  (including all related REO
Properties  and related  Mortgage  Loans in  foreclosure)  (averaged  over the
preceding  six month  period),  as a  percentage  of the  aggregate  principal
balance  of the SPS  Mortgage  Loans as of the  first day of the month of such
determination  is equal to or  greater  than 50% or (ii)  cumulative  Realized
Losses for the SPS  Mortgage  Loans exceed (a) with respect to any month prior
to the third anniversary of the first  Distribution Date, 20% of the aggregate
principal  balance  of the SPS  Mortgage  Loans as of the  Closing  Date  (the
"Original  SPS  Mortgage  Loan  Principal  Balance"),  (b) with respect to any
month on or after the third  anniversary  but prior to the eighth  anniversary
of the  first  Distribution  Date,  30%  of the  Original  SPS  Mortgage  Loan
Principal  Balance,  (c) with  respect  to any  month on or after  the  eighth
anniversary  but prior to the  ninth  anniversary  of the  first  Distribution
Date,  35% of the Original  SPS  Mortgage  Loan  Principal  Balance,  (d) with
respect to any month on or after the ninth  anniversary but prior to the tenth
anniversary of the first  Distribution  Date, 40% of the Original SPS Mortgage
Loan Principal  Balance,  (e) with  respect to any month on or after the tenth
anniversary  but prior to the eleventh  anniversary of the first  Distribution
Date,  45% of the Original SPS  Principal  Balance and (f) with respect to any
month on or after the eleventh  anniversary  of the first  Distribution  Date,
50% of the Original  SPS  Mortgage  Loan  Principal  Balance.  For purposes of
this  definition,  the term  "Realized  Losses" shall not include Debt Service
Reductions or Deficient Valuations.

            Lost  Mortgage  Note:  Any Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.

            Master Servicer:  Wells Fargo.

            Maximum  Interest Rate: With respect to each Group 1  Certificates
and  Class 2-A-1  Certificate and the related Loan Group, an annual rate equal
to the weighted  average of the Maximum  Mortgage  Rates of the Mortgage Loans
in the related Loan Group minus the weighted  average  Expense Fee Rate of the
Mortgage  Loans in the related  Loan Group.  With  respect to the  Subordinate
LIBOR  Certificates,  an annual  rate  equal to the  weighted  average  of the
weighted  average of the Maximum  Mortgage Rates of the Group 1  Loans,  minus
the weighted  average  Expense Fee Rate of the Group 1  Loans and the weighted
average  of the  Maximum  Mortgage  Rates  of the  Group 2  Loans,  minus  the
weighted  average  Expense  Fee Rate of the  Group 2  Loans,  weighted  by the
applicable Subordinate Component Balance.

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

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

            MERS  Mortgage  Loan:  Any Mortgage Loan  registered  with MERS on
the MERS System.

            MERS®  System:  The system of  recording  transfers  of  mortgages
electronically maintained by MERS.

            MIN:  The  mortgage  identification  number for any MERS  Mortgage
Loan.

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

            MOM  Loan:  Any  Mortgage  Loan  as to  which  MERS is  acting  as
mortgagee,  solely as nominee fro the originator of such Mortgage Loan and its
successors and assigns.

            Moody's:   Moody's  Investors  Service,   Inc.  or  any  successor
thereto.

            Mortgage:  With respect to a Mortgage Loan, the mortgage,  deed of
trust or other  instrument  creating a first lien on a fee simple or leasehold
estate securing a Mortgage Note.
            Mortgage File:  For each Mortgage Loan, the Trustee  Mortgage File
and the Servicer Mortgage File.

            Mortgage  Guaranty  Insurance  Policy:   Each  policy  of  primary
mortgage guaranty  insurance or any replacement  policy therefore with respect
to any Mortgage Loan.

            Mortgage Loans:  Such of the mortgage loans and cooperative  loans
(if any)  transferred  and assigned to the Trustee  pursuant to the provisions
hereof as from time to time are held as a part of the  Trust  Fund  (including
any REO  Property),  the  mortgage  loans  so  held  being  identified  in the
Mortgage Loan Schedule,  notwithstanding  foreclosure or other  acquisition of
title of the related  Mortgaged  Property.  With respect to each Mortgage Loan
that is a Cooperative Loan, if any, "Mortgage Loan" shall include,  but not be
limited to, the related  Mortgage  Note,  Security  Agreement,  Assignment  of
Proprietary Lease,  Recognition Agreement,  Cooperative Shares and Proprietary
Lease and, with respect to each  Mortgage Loan other than a Cooperative  Loan,
"Mortgage  Loan" shall  include,  but not be limited to the related  Mortgages
and the related Mortgage Notes.

            Mortgage Loan Purchase Price:  The price,  calculated as set forth
in  Section 11.01,  to be paid in connection with the purchase of the Mortgage
Loans pursuant to an Optional Termination of the Trust Fund.

            Mortgage Loan  Schedule:  The list of Mortgage Loans (as from time
to time  amended by the related  Seller to reflect the  addition of  Qualified
Substitute  Mortgage  Loans and the  purchase  of Mortgage  Loans  pursuant to
Section 2.02  or 2.03)  transferred  to the  Trustee as part of the Trust Fund
and from time to time subject to this  Agreement,  attached hereto as Schedule
I, setting forth the following  information with respect to each Mortgage Loan
and applicable Servicer by Loan Group:

1.    the Mortgage Loan identifying number;

2.    the Mortgagor's name;

3.    the street  address of the  Mortgaged  Property  including the state and
                  zip code;

4.    a code  indicating  the  type of  Mortgaged  Property  (detached  single
                  family dwelling,  PUD,  condominium  unit, two- to four-unit
                  residential  property or Cooperative Unit) and the occupancy
                  status.

5.    the  original  months to  maturity or the  remaining  months to maturity
                  from the  Cut-off  Date,  in any case based on the  original
                  amortization  schedule  and,  if  different,   the  maturity
                  expressed  in the  same  manner  but  based  on  the  actual
                  amortization schedule;

6.    the Loan-to-Value Ratio at origination;

7.    the Mortgage Rate as of the Cut off Date;

8.    the stated maturity date;

9.    the amount of the Scheduled Payment as of the Cut-off Date;

10.   the original principal amount of the Mortgage Loan;

11.   the  principal  balance of the Mortgage Loan as of the close of business
                  on  the  Cut-off  Date,   after  deduction  of  payments  of
                  principal  due on or before the Cut-off  Date whether or not
                  collected;

12.   a code  indicating  the purpose of the  Mortgage  Loan (i.e.,  purchase,
                  rate and term refinance, equity take out refinance);

13.   whether such Mortgage Loan has a Prepayment Penalty;

14.   reserved;

15.   the Expense Fee Rate as of the Cut-off Date;

16.   the related  Servicing  Fee Rate (which may be disclosed on the Mortgage
                  Loan  Schedule  in  two  parts   identified  as  the  master
                  servicing fee and  servicing fee or in two parts  identified
                  as the "Lender Fee" and the "Mgmt Fee");

17.   [Reserved];

18.   whether such Mortgage Loan is a SPS Serviced  Mortgage  Loan, an IndyMac
                  Serviced  Mortgage Loan or a Wells Fargo  Serviced  Mortgage
                  Loan;

19.   the Index that is associated with such Mortgage Loan, if applicable;

20.   the Gross Margin, if applicable;

21.   the Periodic Rate Cap, if applicable;

22.   the Minimum Mortgage Rate, if applicable;

23.   the Maximum Mortgage Rate, if applicable;

24.   the first Adjustment Date after the Cut-off Date, if applicable;

25.   a code  indicating  whether the Mortgage  Loan is a MERS  Mortgage  Loan
                  and, if so, its corresponding MIN;

26.   the Custodian for such Mortgage Loan; and

            With  respect  to  the  Mortgage  Loans  in  the  aggregate,  each
Mortgage Loan Schedule  shall set forth the following  information,  as of the
Cut-off Date:

1.    the number of Mortgage Loans;

2.    the current aggregate  principal balance of the Mortgage Loans as of the
                  close of business on the Cut-off  Date,  after  deduction of
                  payments  of  principal  due on or before the  Cut-off  Date
                  whether or not collected; and

3.    the weighted average Mortgage Rate of the Mortgage Loans.

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

            Mortgage  Rate:  The annual rate of  interest  borne by a Mortgage
Note.

            Mortgaged  Property:  The  underlying  real  property  securing  a
Mortgage Loan or, with respect to a Cooperative Loan, the related  Cooperative
Shares and Proprietary Lease.

            Mortgagor:  The obligor on a Mortgage Note.

            Net  Interest  Shortfalls:  For  any  Distribution  Date  and  the
Mortgage  Loans,  the sum of (A) the amount of interest which would  otherwise
have been  received  for a Mortgage  Loan in the related Loan Group during the
prior  calendar  month that was the subject of (x) a Relief Act  Reduction  or
(y)  a  Special  Hazard  Loss,  Fraud  Loss  or  Bankruptcy  Loss,  after  the
exhaustion of the respective  amounts of coverage  provided by the Subordinate
Certificates  for those types of losses;  and (B) any  related Net  Prepayment
Interest Shortfalls.

            Net   Liquidation   Proceeds:   With  respect  to  any  Liquidated
Mortgage Loan, the excess of the related Liquidation  Proceeds over the sum of
Liquidation  Expenses,  Expense Fees and  unreimbursed  Advances and Servicing
Advances.

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

            Net Prepayment Interest  Shortfalls:  As to any Distribution Date,
the amount by which the aggregate of  Prepayment  Interest  Shortfalls  during
the related  Prepayment  Period exceeds the Compensating  Interest Payment for
such Distribution Date.

            Net Realized Losses: For any Class of Certificates,  the excess of
(i) the amount of unreimbursed  Realized Losses  previously  allocated to that
Class  over  (ii) the sum of (a) the  amount  of any  increases  to the  Class
Principal  Balance of that Class  pursuant to  Section 4.03  due to Recoveries
and   (b) amounts   previously   distributed   to  such  Class   pursuant   to
Section 4.01(I)(A)(c)(xvi).

            Net Recovery  Realized  Losses:  For any Class of Certificates and
any   Distribution   Date,  the  excess  of  Net  Realized   Losses  for  such
Distribution    Date    over    the    amount    distributed    pursuant    to
Section 4.01(I)(A)(i)(xiv) on that Distribution Date.

            Net WAC Rate: As to any  Distribution  Date and Loan Group, a rate
equal to the weighted  average of the Net Mortgage Rates on the Mortgage Loans
in such Loan Group as of the second  preceding  Due Date  (excluding  any such
Mortgage  Loans that were  subject  to a Payoff,  the  principal  of which was
distributed on the Distribution Date preceding the current  Distribution Date)
after  giving  effect  to  payments  due on  such  Due  Date,  whether  or not
received,  weighted on the basis of the Stated  Principal  Balances as of such
date. In addition,  for any purpose for which the Net WAC Rate is  calculated,
the interest  rate on the Mortgage  Loans shall be  appropriately  adjusted to
account for the difference  between any counting  convention used with respect
to the  Mortgage  Loans and any  counting  convention  used with  respect to a
REMIC regular interest.

            Non-Designated  Mortgage  Loans:  The Mortgage  Loans that are not
Designated Mortgage Loans.

            Nonrecoverable  Advance:  Any  portion of an Advance or  Servicing
Advance  previously  made or proposed  to be made by the Master  Servicer or a
Servicer  that,  in the  good  faith  judgment  of the  Master  Servicer  or a
Servicer,  will not be  ultimately  recoverable  by the Master  Servicer  or a
Servicer  from  the  related  Mortgagor,   related  Liquidation   Proceeds  or
otherwise from proceeds or collections on the related Mortgage Loan.

            Offered Certificates:  As specified in the Preliminary Statement.

            Officer's  Certificate:  A  certificate  signed by the Chairman of
the Board,  any Vice Chairman of the Board,  the President,  an Executive Vice
President,  Senior  Vice  President,  a Vice  President,  or other  authorized
officer, the Treasurer,  the Secretary,  or one of the Assistant Treasurers or
Assistant Secretaries of the Depositor,  the Seller, the Master Servicer,  the
Servicers,  the Special  Servicer,  a  Sub-Servicer,  the Trustee or the Trust
Administrator,  as the  case  may be,  and  delivered  to the  Depositor,  the
Seller, the Master Servicer, the Special Servicer, the Servicers,  the Trustee
or the Trust Administrator, as required by this Agreement.

            One-Month  LIBOR  Certificates:  As set  forth in the  Preliminary
Statement.

            Opinion  of  Counsel:  A written  opinion of  counsel,  who may be
counsel  for the  Depositor,  the Master  Servicer  or a  Servicer,  including
in-house  counsel,   reasonably  acceptable  to  the  Trustee  and  the  Trust
Administrator.  With  respect to the  definition  of Eligible  Account in this
Article I and Sections  2.05 and 7.04 hereof and any opinion  dealing with the
qualification  of each REMIC created  hereunder or  compliance  with the REMIC
Provisions,  such counsel must (i) in fact be  independent  of the  Depositor,
the Master  Servicer  and such  Servicer,  (ii) not have any direct  financial
interest in the  Depositor,  the Master  Servicer  or such  Servicer or in any
affiliate  of either of them and (iii) not be  connected  with the  Depositor,
the Master  Servicer  or such  Servicer  as an  officer,  employee,  promoter,
underwriter,   trustee,   partner,   director  or  Person  performing  similar
functions;  provided that with respect to Wells Fargo Bank,  N.A. as Servicer,
such counsel may be in-house counsel for Wells Fargo Bank, N.A. as Servicer.

            Optimal Interest  Remittance Amount: For any Distribution Date and
either Loan  Group,  will be equal to the excess of (i) the product of (1) (x)
the weighted  average Net Mortgage  Rates of the Mortgage Loans in the related
Loan Group as of the first day of the  related  Collection  Period  divided by
(y)  12  and  (2)  the  applicable   Aggregate  Loan  Group  Balance  for  the
immediately  preceding  distribution  date, over (ii) any expenses that reduce
the  interest  collections  for that Loan Group that did not arise as a result
of a default  or  delinquency  of the  applicable  Mortgage  Loans or were not
taken into account in computing the Expense Fee Rate.

            Optional   Termination:   The  purchase  of  the  Mortgage   Loans
pursuant to Section 11.01.

            Optional  Termination  Date:  The  date  fixed  by  a  Terminating
Entity for the purchase of the Mortgage Loans pursuant to Section 11.01.

            OTS:  The Office of Thrift Supervision.

            Outsourcer:  As defined in Section 3.02.

            Overcollateralized Group:  As defined in Section 4.07(b).

            Participant:  A broker,  dealer, bank, other financial institution
or other  Person for whom DTC  effects  book entry  transfers  and  pledges of
securities deposited with DTC.

            Par-Value:  As defined in Section 11.01.

            Pass-Through   Entity:   (a)  a   regulated   investment   company
described  in  Section 851  of  the  Code,  a  real  estate  investment  trust
described in Section 856  of the Code, a common trust fund or an  organization
described  in  Section 1381(a)  of the  Code,  (b) any  partnership,  trust or
estate or (c) any person holding a Class A  Certificate as nominee for another
person.

            Pass-Through   Rate:   For   any   interest   bearing   Class   of
Certificates,  the per  annum  rate set  forth  or  calculated  in the  manner
described in the Preliminary  Statement.  Interest on the Certificates,  other
than the LIBOR  Certificates,  will be computed on the basis of a 360 day year
comprised  of twelve 30 day months.  Interest on the LIBOR  Certificates  will
be  computed  on the basis of a  360-day  year and the  actual  number of days
elapsed  in  the  related  Accrual  Period  (or  with  respect  to  the  first
Distribution  Date and the LIBOR  Certificates,  a fraction whose numerator is
27 and whose denominator is 360).

            Payahead:   Any   Scheduled   Payment   intended  by  the  related
Mortgagor to be applied in a Collection  Period  subsequent to the  Collection
Period in which such payment was received.

            Payoff:  Any payment of principal on a Mortgage  Loan equal to the
entire  outstanding  Stated  Principal  Balance  of  such  Mortgage  Loan,  if
received in advance of the last  scheduled Due Date for such Mortgage Loan and
accompanied by an amount of interest  equal to accrued unpaid  interest on the
Mortgage Loan to the date of such payment in full.

            Payoff Interest:  For any  Distribution  Date with respect to each
SPS  Serviced  Mortgage  Loan for which a Payoff was  received on or after the
first calendar day of the month of such  Distribution Date and before the 15th
calendar day of such month,  an amount of interest  thereon at the  applicable
Net Mortgage  Rate from the first day of such month through the day of receipt
thereof.

            Percentage Interest: As to any Certificate,  either the percentage
set forth on the face thereof or equal to the percentage  obtained by dividing
the Denomination of such Certificate by the aggregate of the  Denominations of
all Certificates of the same Class.

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

            Physical Certificates:  As set forth in the Preliminary Statement.

            Pledge  Instruments:  With respect to each  Cooperative  Loan, the
Stock Power, the Assignment of Proprietary Lease and the Security Agreement.

            Prepayment   Interest   Shortfall:   As  to  any  Mortgage   Loan,
Distribution  Date and  Principal  Prepayment  (other than a Payoff on a Wells
Fargo Serviced  Mortgage Loan or a SPS Serviced  Mortgage Loan received during
the period from and  including  the first day to and including the 14th day of
the month of such  Distribution  Date) received during the related  Prepayment
Period,   the  difference  between  (i)  one  full  month's  interest  at  the
applicable   Mortgage  Rate  (giving  effect  to  any  applicable  Relief  Act
Reduction,  Debt Service Reduction and Deficient Valuation), as reduced by the
Servicing Fee Rate, if applicable,  on the  outstanding  principal  balance of
such Mortgage Loan immediately  prior to such prepayment or, if such Principal
Prepayment is a  Curtailment,  the principal  amount of such  Curtailment  and
(ii) the amount of interest  actually  received  with respect to such Mortgage
Loan in connection with such Principal  Prepayment,  net of the Servicing Fee,
if applicable.

            Prepayment  Penalty:  With  respect  to  any  Mortgage  Loan,  any
penalty,  fee or premium  required to be paid if the  Mortgagor  prepays  such
Mortgage Loan as provided in the related Mortgage Note or Mortgage.

            Prepayment  Period:  With  respect to each  Distribution  Date and
each  Payoff  with  respect to a Wells  Fargo  Serviced  Mortgage  Loan or SPS
Serviced Mortgage Loan, the related  "Prepayment  Period" will commence on the
15th day of the month  preceding  the month in which the related  Distribution
Date occurs (or, in the case of the first  Distribution  Date,  commencing  on
the  Cut-off  Date)  and will end on the 14th day of the  month in which  such
Distribution  Date  occurs.  With respect to each  Distribution  Date and each
Payoff  with  respect  to any  Mortgage  Loan  serviced  by  IndyMac,  and all
Curtailments,  the related  "Prepayment  Period"  will be the  calendar  month
preceding the month in which the related Distribution Date occurs.

            Principal  Payment Amount:  For any  Distribution  Date and either
Loan Group, the sum of (i) the principal portion of the Scheduled  Payments on
the  Mortgage  Loans in such Loan Group due on the related Due Date,  (ii) the
principal  portion  of  repurchase  proceeds  received  with  respect  to  any
Mortgage  Loan in such  Loan  Group  which was  repurchased  as  permitted  or
required by this Agreement  during the calendar  month  preceding the month of
such Distribution  Date and (iii) any other unscheduled  payments of principal
which  were  received  on the  Mortgage  Loans in such Loan  Group  during the
related  calendar month preceding the month of such  Distribution  Date, other
than Principal Prepayments or Liquidation Principal.

            Principal  Prepayment:  Any  payment  of  principal  on a Mortgage
Loan which constitutes a Payoff or Curtailment.

            Principal   Prepayment  Amount:  For  any  Distribution  Date  and
either Loan Group,  the sum of (i) all Principal  Prepayments  relating to the
Mortgage  Loans in such Loan Group  which  were  received  during the  related
Prepayment  Period and (ii) all Recoveries  received during the calendar month
preceding the month of that distribution date.

            Principal  Transfer  Amount:  For any  Distribution  Date and each
Undercollateralized  Group,  the  excess,  if  any,  of  the  aggregate  Class
Principal   Balance   of   the   Class A    Certificates   related   to   such
Undercollateralized  Group over the aggregate Stated Principal  Balance of the
Mortgage Loans in such Group.

            Private Certificates:  As set forth in the Preliminary Statement.

            Proprietary  Lease:  The lease on a  Cooperative  Unit  evidencing
the  possessory  interest  of the  owner  of the  Cooperative  Shares  in such
Cooperative Unit.

            Pro Rata Share:  As to any  Distribution  Date and the  Class C-M,
Class C-B-1,    Class C-B-2,   Class C-B-3,   Class C-B-4,   Class C-B-5   and
Class C-B-6   Certificates,   the   portion  of  the   Subordinate   Principal
Distribution  Amount  allocable  to such  Class,  equal to the  product of the
Subordinate  Principal  Distribution  Amount on such  Distribution  Date and a
fraction,  the  numerator of which is the related Class  Principal  Balance of
such  Class  and the  denominator  of  which  is the  aggregate  of the  Class
Principal Balances of the Subordinate Certificates.

            Prospectus:  The Prospectus,  dated June 25, 2004, relating to the
offering  by the  Depositor  from  time to time  of its  Mortgage-Backed  Pass
Through Certificates  (Issuable in Series) in the form in which it was or will
be filed with the Securities and Exchange  Commission  pursuant to Rule 424(b)
under  the  1933  Act  with  respect  to the  offer  and  sale of the  offered
certificates.

            Prospectus   Supplement:   The   Prospectus   Supplement,    dated
October 25,  2004, relating to the offering of the Offered Certificates in the
form in  which  it was or will be  filed  with  the  Securities  and  Exchange
Commission  pursuant  to Rule  424(b)  under the 1933 Act with  respect to the
offer and sale of the offered certificates.

            PUD:  Planned Unit Development.

            Purchase  Price:  With respect to any Mortgage Loan required to be
purchased by a Seller pursuant to Section 2.02 or 2.03,  purchased by a holder
of certain  Certificates  pursuant to  Section 3.11(f),  or  purchased  at the
option of the Special  Servicer  pursuant to  Section 3.11(g),  the sum of (i)
100% of the Stated Principal  Balance of the Mortgage Loan as of the first day
of the  month  of such  purchase,  (ii) accrued  and  unpaid  interest  on the
Mortgage  Loan  at the  applicable  Mortgage  Rate  (reduced  by  the  related
Servicing Fee Rate,  if the  purchaser is also the Servicer  thereof) from the
first  day of the  month  of  such  purchase  to the  first  day of the  month
immediately  following  the  month  of such  purchase,  (iii) in the case of a
Mortgage Loan purchased by a Seller,  the amount of any unreimbursed  Advances
and  Servicing  Advances  made  by a  Servicer,  if such  Servicer  is not the
related  Seller,  with  respect  to such  Mortgage  Loan or,  in the case of a
Mortgage Loan purchased by the Special  Servicer,  any  unreimbursed  Advances
and  Servicing  Advances  payable to any Servicer  (other than the Servicer or
Special  Servicer,  as the case  may be,  which is  purchasing  such  Mortgage
Loans)  and  (iv)  with  respect  to any  purchase  by a  Seller  pursuant  to
Section 2.03,  any  costs  and  damages  actually  incurred  and paid by or on
behalf of the Trust in connection  with any breach of the  representation  and
warranty  set forth in  Schedule  III(viii)  as a result of a  violation  of a
predatory  or abusive  lending law  applicable  to such  Mortgage  Loan.  With
respect to any Mortgage Loan required or allowed to be purchased,  the Special
Servicer,  the  Certificateholder or the related Seller, as applicable,  shall
deliver to the Trustee and the Trust  Administrator  an Officer's  Certificate
as to the calculation of the Purchase Price.

            Qualified  Insurer:  A mortgage  guaranty  insurance  company duly
qualified  as such  under  the  laws of the  state of its  principal  place of
business and each state having  jurisdiction  over such insurer in  connection
with  the  insurance  policy  issued  by such  insurer,  duly  authorized  and
licensed in such states to transact a mortgage guaranty  insurance business in
such  states  and to write the  insurance  provided  by the  insurance  policy
issued  by it,  approved  as a FNMA or  FHLMC  approved  mortgage  insurer  or
having a claims paying  ability  rating of at least "AA" or equivalent  rating
by a nationally  recognized  statistical rating organization.  Any replacement
insurer  with  respect to a Mortgage  Loan must have at least as high a claims
paying ability rating as the insurer it replaces had on the Closing Date.

            Qualified  Substitute  Mortgage  Loan:  One or more mortgage Loans
substituted by a Seller for one or more Deleted  Mortgage Loans which must, on
the  date of  such  substitution,  as  confirmed  in a  Request  for  Release,
substantially  in the form of Exhibit J,  individually or in the aggregate and
on a  weighted  average  basis,  as  applicable  (i) have a  Stated  Principal
Balance,  after  deduction of the principal  portion of the Scheduled  Payment
due in the  month of  substitution,  not in excess  of,  and not more than 10%
less than the Stated  Principal  Balance of the Deleted Mortgage Loan; (ii) be
accruing  interest  at a rate no lower  than and not  more  than 1% per  annum
higher than,  that of the Deleted  Mortgage  Loan;  (iii) have a Loan to Value
Ratio no higher than that of the Deleted  Mortgage Loan; (iv) have a remaining
term to maturity  not more than one year greater than or less than that of the
Deleted  Mortgage  Loan;  provided that the remaining  term to maturity of any
such Mortgage  Loan shall be no greater than the last  maturing  Mortgage Loan
immediately  prior to any  substitution;  (v) have a Maximum Mortgage Rate and
Minimum  Mortgage Rate not less than the respective such rates for the Deleted
Mortgage  Loan,  have a Gross  Margin  equal to or  greater  than the  Deleted
Mortgage Loan and have the same Index as the Deleted  Mortgage Loan;  (vi) not
be a Cooperative  Loan unless the Deleted Mortgage Loan was a Cooperative Loan
and  (vii)  comply  with  each   representation  and  warranty  set  forth  in
Section 2.03(b).

            Rating  Agencies:  Moody's and S&P, or any  successor to either of
them.

            Ratings:  As of any date of  determination,  the ratings,  if any,
of the Certificates as assigned by the Rating Agencies.

            Realized  Loss:  With  respect  to any  Mortgage  Loan,  (1)  with
respect to each  Liquidated  Mortgage  Loan,  an amount (not less than zero or
more than the Stated  Principal  Balance of the Mortgage  Loan) as of the date
of  such  liquidation,  equal  to (i)  the  Stated  Principal  Balance  of the
Liquidated  Mortgage  Loan  as of the  date  of such  liquidation,  plus  (ii)
interest at the  applicable  Net Mortgage Rate from the related Due Date as to
which   interest  was  last  paid  or  advanced   (and  not   reimbursed)   to
Certificateholders  up  to  the  related  Due  Date  in  the  month  in  which
Liquidation  Proceeds are required to be distributed  on the Stated  Principal
Balance of such  Liquidated  Mortgage Loan from time to time,  minus (iii) the
Net  Liquidation  Proceeds,  if any,  received  during the month in which such
liquidation  occurred,  to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the  Liquidated  Mortgage  Loan; (2) for
any Mortgage Loan subject to a Deficient  Valuation,  the excess of the Stated
Principal  Balance of that Mortgage Loan over the principal  amount as reduced
in connection with the proceedings  resulting in the Deficient  Valuation;  or
(3) for any Debt Service  Reduction  Mortgage  Loan,  the present value of all
monthly  Debt  Service  Reductions  on the Mortgage  Loan,  assuming  that the
mortgagor pays each  Scheduled  Payment on the applicable Due Date and that no
Principal  Prepayments  are received on the Mortgage  Loan,  discounted at the
applicable Mortgage Rate.

            Realized  Losses on the  Mortgage  Loans shall be allocated to the
REMIC I Regular  Interests as follows:  (1) the  interest  portion of Realized
Losses and Net Interest  Shortfalls  on the Group 1  Loans,  if any,  shall be
allocated  between  the Class Y-1 and  Class Z-1  Regular  Interests  pro rata
according to the amount of interest  accrued but unpaid thereon,  in reduction
thereof;  and (2) the  interest  portion of Realized  Losses and Net  Interest
Shortfalls on the Group 2 Loans, if any, shall be allocated  between the Class
Y-2 and  Class Z-2  Regular  Interests  pro rata  according  to the  amount of
interest  accrued but unpaid  thereon,  in  reduction  thereof.  Any  interest
portion of such Realized Losses in excess of the amount allocated  pursuant to
the  preceding  sentence  shall be treated as a principal  portion of Realized
Losses  not  attributable  to any  specific  Mortgage  Loan in such  Group and
allocated  pursuant to the  succeeding  sentences.  The  principal  portion of
Realized  Losses with respect to the Mortgage  Loans shall be allocated to the
REMIC I Regular  Interests as follows:  (1) the principal  portion of Realized
Losses  on the  Group 1  Loans  shall be  allocated,  first,  to the Class Y-1
Regular Interest to the extent of the Class Y-1 Principal  Reduction Amount in
reduction of the  Uncertificated  Principal  Balance of such Regular  Interest
and,  second,  the  remainder,  if any,  of  such  principal  portion  of such
Realized  Losses  shall be  allocated  to the  Class Z-1  Regular  Interest in
reduction  of the  Uncertificated  Principal  Balance  thereof;  and  (2)  the
principal  portion of Realized Losses on the Group 2 Loans shall be allocated,
first,  to the  Class  Y-2  Regular  Interest  to the  extent of the Class Y-2
Principal  Reduction  Amount  in  reduction  of the  Uncertificated  Principal
Balance of such Regular Interest and, second,  the remainder,  if any, of such
principal  portion of such Realized Losses shall be allocated to the Class Z-2
Regular  Interest  in  reduction  of  the  Uncertificated   Principal  Balance
thereof.   For  any  Distribution  Date,   reductions  in  the  Uncertificated
Principal  Balances of the Class Y and Class Z  Regular  Interest  pursuant to
this  definition of Realized Loss shall be determined,  and shall be deemed to
occur,  prior to any reductions of such  Uncertificated  Principal Balances by
distributions on such Distribution Date.

            Recognition   Agreement:   An   Agreement   among  a   Cooperative
Corporation,  a lender and a  Mortgagor  with  respect to a  Cooperative  Loan
whereby such parties (i) acknowledge  that such lender may make, or intends to
make,  such  Cooperative  Loan,  (ii) make certain  agreements with respect to
such Cooperative Loan.

            Record  Date:  With  respect  to any  Distribution  Date  and  the
Certificates  other than the LIBOR  Certificates  held in Book-Entry Form, the
close of business on the last  Business Day of the month  preceding  the month
in which the applicable  Distribution  Date occurs.  With respect to the LIBOR
Certificates  that are not Physical  Certificates and any  Distribution  Date,
the  close  of  business  on  the  Business  Day  immediately  preceding  such
Distribution  Date;  provided,  however,  that  following  the  date on  which
Definitive  Certificates  for a Class  of  LIBOR  Certificates  are  available
pursuant  to  Section 6.09,  the Record Date shall be the close of business on
the last Business Day of the calendar  month  immediately  preceding the month
of such Distribution Date.

            Recovery:  With  respect  to any  Distribution  Date and  Mortgage
Loan that became a Liquidated  Mortgage  Loan in a month  preceding  the month
prior to the Distribution  Date, an amount received in respect of principal on
such mortgage loan which has  previously  been allocated as a Realized Loss or
Applied  Loss  Amount  to  a  class  or  classes  of   certificates,   net  of
reimbursable expenses.

            Reference  Bank Rate:  As to any  Accrual  Period  relating to the
LIBOR  Certificates  as follows:  the  arithmetic  mean (rounded  upwards,  if
necessary,  to the nearest one  sixteenth  of a percent) of the offered  rates
for  United  States  dollar  deposits  for  one  month,  with  respect  to the
One-Month LIBOR Certificates,  and six months, with respect to the Class 2-A-1
Certificates,  which are  offered  by the  Reference  Banks as of 11:00  A.M.,
London  time,  on the  Interest  Determination  Date prior to the first day of
such  Accrual  Period to prime  banks in the  London  interbank  market  for a
period of one month in  amounts  approximately  equal to the  aggregate  Class
Principal  Balance  of the  One-Month  LIBOR  Certificates  or a period of six
months  in  amounts  approximately  equal  to the  aggregate  Class  Principal
Balance of the Class  2-A-1  Certificates,  as  applicable;  provided  that at
least two such  Reference  Banks  provide such related rate. If fewer than two
related  offered rates appear,  the Reference Bank Rate will be the arithmetic
mean of the related  rates quoted by one or more major banks in New York City,
selected by the Trust  Administrator  after  consultation  with  DLJMC,  as of
11:00  A.M.,  New York City  time,  on such date for loans in U.S.  Dollars to
leading  European  banks  for  a  period  of  one  month  or  six  months,  as
applicable,  in amounts  approximately  equal to the aggregate Class Principal
Balance of the One-Month LIBOR  Certificates or Class 2-A-1  Certificates,  as
applicable.  If no such  related  quotations  can be obtained,  the  Reference
Bank  Rate  shall  be  the  related  Reference  Bank  Rate  applicable  to the
preceding Accrual Period.

            Reference  Banks:  Three  major  banks  that  are  engaged  in the
London  interbank   market,   selected  by  the  Trust   Administrator   after
consultation with DLJMC.

            Registration  Statement:  That certain  registration  statement on
Form S-3, as amended  (Registration No. 333-115435),  relating to the offering
by the  Depositor  from  time  to  time of its  Mortgage-Backed  Pass  Through
Certificates  (Issuable  in Series) as  heretofore  declared  effective by the
Securities and Exchange Commission.

            Regular  Certificates:  All of the  Certificates  other  than  the
Class AR and Class AR-L Certificates.

            Related  Classes:  REMIC II  Regular  Interests  and  Certificates
shall be treated as Related Classes as set forth in the following table:



---------------------------------------------------------------------------------
      REMIC II Regular Interest                Related Classes of Certificates
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      1-A-1L                                   1-A-1, X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2-A-1L                                   2-A-1, X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      C-ML                                     C-M, X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      C-B-1L                                   C-B-1; X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      C-B-2L                                   C-B-2; X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      C-B-3L                                   C-B-3; X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      C-B-4L                                   C-B-4; X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      C-B-5L                                   C-B-5; X
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      C-B-6L                                   C-B-6; X
---------------------------------------------------------------------------------

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

            Relief Act: The Servicemembers  Civil Relief Act, as amended,  and
any similar state statute.

            Relief Act Reductions:  With respect to any Distribution  Date and
any  Mortgage  Loan as to which  there has been a  reduction  in the amount of
interest  collectible  thereon for the most recently ended calendar month that
may be  attributable  to a prior  month,  if  applicable,  as a result  of the
application  of the Relief  Act,  the amount,  if any,  by which (i)  interest
collected on such Mortgage Loan during the most recently  ended calendar month
is less than (ii)  interest  accrued  thereon  for such month  pursuant to the
Mortgage Note.

            REMIC: A "real estate  mortgage  investment  conduit,"  within the
meaning  of  Section 860D  of the Code.  Reference  herein to REMIC  refers to
each REMIC created by the Preliminary Statement.

            REMIC Election:  An election,  for federal income tax purposes, to
treat certain assets as a REMIC.

            REMIC I  Available  Distribution  Amount:  For each Loan Group for
any Distribution Date, the available funds for such Loan Group.

            REMIC I Distribution  Amount: For any Distribution Date, the REMIC
I Available  Distribution  Amount shall be  distributed to the REMIC I Regular
Interests  and  the  Class AR-L  Certificates  in the  following  amounts  and
priority:

            (a)   To the extent of the REMIC I Available  Distribution  Amount
for Loan Group 1:

                  (i)   first,  to Class Y-1 and Class Z-1  Regular  Interests
      and  the  Class AR-L  Certificates,   concurrently,  the  Uncertificated
      Interest for such Classes  remaining  unpaid from previous  Distribution
      Dates,  pro rata  according  to their  respective  shares of such unpaid
      amounts;

                  (ii)  second,  to  the  Class  Y-1  and  Class  Z-1  Regular
      Interests   and   the   Class AR-L   Certificates,   concurrently,   the
      Uncertificated  Interest for such  Classes for the current  Distribution
      Date, pro rata according to their respective Uncertificated Interest;

                  (iii) third,  to  the  Class AR-L  Certificates,  until  the
      Uncertificated Principal Balance thereof has been reduced to zero; and

                  (iv)  fourth,  to  the  Class  Y-1  and  Class  Z-1  Regular
      Interests,  the Class Y-1  Principal  Distribution  Amount and the Class
      Z-1 Principal Distribution Amount, respectively.

            (b)   To the extent of the REMIC I Available  Distribution  Amount
for Loan Group 2:

                  (i)   first,   to  the  Class  Y-2  and  Class  Z-2  Regular
      Interests,  concurrently,  the Uncertificated  Interest for such Classes
      remaining  unpaid from previous  Distribution  Dates, pro rata according
      to their respective shares of such unpaid amounts;

                  (ii)  second,  to  the  Class  Y-2  and  Class  Z-2  Regular
      Interests,  concurrently,  the Uncertificated  Interest for such Classes
      for  the  current   Distribution  Date,  pro  rata  according  to  their
      respective Uncertificated Interest; and

                  (iii) third,   to  the  Class  Y-2  and  Class  Z-2  Regular
      Interests,  the Class Y-2  Principal  Distribution  Amount and the Class
      Z-2 Principal Distribution Amount, respectively.

            (i)   To the extent of the REMIC I Available  Distribution Amounts
for such  Distribution Date remaining after payment of the amounts pursuant to
paragraphs (a) and (b) of this definition of "REMIC I Distribution Amount":

                  (i)   first,  to each  Class of Class Y and  Class Z Regular
      Interests,  pro rata  according to the amount of  unreimbursed  Realized
      Losses allocable to principal  previously  allocated to each such Class;
      provided,  however,  that  any  amounts  distributed  pursuant  to  this
      paragraph  (d)(i) of this  definition of "REMIC I  Distribution  Amount"
      shall not cause a reduction in the Uncertificated  Principal Balances of
      any of the Class Y and Class Z Regular Interests; and

                  (ii)  second, to the Class AR-L  Certificates,  the Residual
      Distribution   Amount   for  the  Class  AR-L   Certificates   for  such
      Distribution Date.

            REMIC I  Realized  Losses:  For any  Distribution  Date,  Realized
Losses for the related  Collection  Period  shall be  allocated to the REMIC I
Regular Interests as provided in the definition of Realized Loss.

            REMIC II Available Distribution Amount:   The  amount  distributed
from  REMIC I to REMIC II  pursuant  to  Section  4.01(II)(a)  which  shall be
treated as related to Group 1 to the extent  such  distribution  is in respect
of the  Class Y-1 or Z-1 REMIC I Regular  Interests  and shall be  treated  as
related to Group 2 to the extent such  distribution is in respect of the Class
Y-2 or Z-2 REMIC I Regular Interests

            REMIC II Realized  Losses:  For any  Distribution  Date,  Realized
Losses for the related Due Period  shall be  allocated,  as follows:  Realized
Losses shall be  allocated to each class of REMIC II Regular  Interests in the
same amount, and with the same character,  as Realized Losses are allocated to
the Related Classes of Certificates  except that .Realized Losses allocated to
the Class X Certificates  to the extent that such losses are  attributable  to
Group 1  Loans  shall be  allocated  to the  Class  1-A-1L  REMIC  II  Regular
Interest and to the extent that such losses are  attributable to Group 2 Loans
shall be allocated to the Class 2-A-1L REMIC II Regular Interest.

            REMIC  Provisions:  The  provisions of the federal  income tax law
relating to REMICs,  which  appear at Sections  860A through 860G of the Code,
and  related  provisions  and  regulations  promulgated  thereunder,   as  the
foregoing may be in effect from time to time.

            REMIC  Regular  Interest:  Any of the REMIC I  Regular  Interests,
REMIC II Regular  Interests,  REMIC III Regular Interests and REMIC IV Regular
Interests.

            REO  Property:  A  Mortgaged  Property  acquired by the Trust Fund
through  foreclosure  or  deed-in-lieu  of  foreclosure  in connection  with a
defaulted Mortgage Loan.

            Required  Insurance  Policy:  With  respect to any  Non-Designated
Mortgage  Loan,  any insurance  policy that is required to be maintained  from
time to time under this  Agreement  in  respect of such  Mortgage  Loan or the
related Mortgaged Property.

            Residual Certificates:  The Class AR and Class AR-L Certificates.

            Responsible  Officer:  When used with  respect  to the  Trustee or
the Trust  Administrator,  shall mean any officer  within the corporate  trust
department of the Trustee or the Trust Administrator,  respectively, including
any Assistant Vice  President,  the Secretary,  any Assistant  Secretary,  the
Treasurer,  any Assistant Treasurer, any Trust Officer or any other officer of
the  Trustee  or the  Trust  Administrator  customarily  performing  functions
similar to those performed by any of the above  designated  officers and also,
with respect to a particular  matter, any other officer to whom such matter is
referred  because of such  officer's  knowledge  of and  familiarity  with the
particular subject.

            Rolling Three Month  Delinquency  Rate: For any Distribution  Date
will be the fraction,  expressed as a percentage,  equal to the average of the
Delinquency  Rates for each of the  three (or one and two,  in the case of the
first and second Distribution Dates) immediately preceding months.

            Rule 144A:  Rule 144A under the 1933 Act,  as in effect  from time
to time.

            S&P:  Standard  &  Poor's  Ratings  Services,  a  division  of The
McGraw-Hill Companies, Inc., or any successor thereto.

            Scheduled  Payment:  The scheduled  monthly  payment on a Mortgage
Loan  due on any Due Date  allocable  to  principal  and/or  interest  on such
Mortgage Loan pursuant to the terms of the related Mortgage Note.

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

            Seller:  DLJMC.

            Senior Certificates:  As specified in the Preliminary Statement.

            Senior  Liquidation  Amount: The Group 1 Senior Liquidation Amount
or the Group 2 Senior Liquidation Amount, as applicable.

            Senior  Percentage:  The  Group 1  Senior  Percentage  or  Group 2
Senior Percentage, as applicable.

            Senior Prepayment  Percentage:  The Senior  Prepayment  Percentage
for any  Distribution  Date  occurring  during the ten years  beginning on the
first  Distribution  Date for each Loan  Group  will  equal  100%.  The Senior
Prepayment  Percentage  for any  Distribution  Date  occurring on or after the
tenth  anniversary  of the first  Distribution  Date for each such Loan  Group
will be as follows:  for any  Distribution  Date in the first year thereafter,
the related Senior Percentage plus 70% of the related  Subordinate  Percentage
for such  Distribution  Date;  for any  Distribution  Date in the second  year
thereafter,  the related Senior Percentage plus 60% of the related Subordinate
Percentage for such Distribution  Date; for any Distribution Date in the third
year  thereafter,  the  related  Senior  Percentage  plus  40% of the  related
Subordinate  Percentage for such Distribution  Date; for any Distribution Date
in the fourth year thereafter,  the related Senior  Percentage plus 20% of the
related  Subordinate  Percentage  for  such  Distribution  Date;  and  for any
Distribution   Date  thereafter,   the  related  Senior  Percentage  for  such
Distribution Date.

            Notwithstanding  the foregoing,  on any Distribution Date and with
respect to either  Loan Group if the Senior  Percentage  exceeds  the  initial
related Senior  Percentage,  the Senior  Prepayment  Percentage for each Group
for  that  Distribution  Date  will  equal  100%,  (ii) if  on or  before  the
Distribution  Date in October 2007,  the Aggregate  Subordinate  Percentage is
greater than or equal to twice the Aggregate Subordinate  Percentage as of the
Closing Date, in which case the Senior  Prepayment  Percentage  for each Group
will equal the related Senior Percentage,  plus 50% of the related Subordinate
Percentage for that  Distribution  Date, and if after the Distribution Date in
October 2007,  the Aggregate  Subordinate  Percentage is greater than or equal
to twice the  Group Subordinate  Percentage as of the Closing  Date,  then the
Senior  Prepayment  Percentage for each such Loan Group for such  Distribution
Date will equal the related Senior Percentage).

            Notwithstanding  the foregoing,  the Senior Prepayment  Percentage
for any of Loan Group 1 or Loan Group 2 shall equal 100% for any  Distribution
Date as to which (i) the outstanding  principal  balance of the Mortgage Loans
in the  related  Loan Group,  delinquent  60 days or more  (including  all REO
Properties  and Mortgage  Loans in  foreclosure)  (averaged over the preceding
six month  period),  as a  percentage  of the  related  aggregate  Subordinate
Component Balance  as of such  Distribution  Date is equal to or greater  than
50% or (ii)  cumulative  Realized Losses for the Mortgage Loans in the related
Loan Group  exceed  (a) with  respect  to any  Distribution  Date prior to the
third  anniversary  of  the  first  Distribution  Date,  20%  of  the  related
aggregate Subordinate  Component Balance as of the Closing Date (the "Original
Subordinate Principal Balance"),  (b) with respect to any Distribution Date on
or after the third  anniversary  but prior to the eleventh  anniversary of the
first  Distribution  Date, 30% of the related Original  Subordinate  Principal
Balance,  (c) with respect to any  Distribution  Date on or after the eleventh
anniversary  but prior to the twelfth  anniversary  of the first  Distribution
Date, 35% of the related  Original  Subordinate  Principal  Balance,  (d) with
respect  to any  Distribution  Date on or after the  twelfth  anniversary  but
prior to the  thirteenth  anniversary of the first  Distribution  Date, 40% of
the related Original  Subordinate  Principal Balance,  (e) with respect to any
Distribution  Date on or after  the  thirteenth  anniversary  but prior to the
fourteenth  anniversary  of the first  Distribution  Date,  45% of the related
Original   Subordinate   Principal   Balance  and  (f)  with  respect  to  any
Distribution  Date  on or  after  the  fourteenth  anniversary  of  the  first
Distribution Date, 50% of the Original Subordinate Principal Balance.

            If the Senior  Prepayment  Percentage  for one Loan  Group  equals
100% due to the  limitations  set  forth  above,  then the  Senior  Prepayment
Percentage for the other Loan Group will equal 100%.

            If on any  Distribution  Date the  allocation to a Class of Senior
Certificates  then  entitled to  distributions  of Principal  Prepayments  and
other amounts in the percentage  required  above would reduce the  outstanding
Class  Principal  Balance of that Class below zero, the  distribution  to that
Class of Senior  Certificates  of the Senior  Prepayment  Percentage  of those
amounts  for  such  Distribution  Date  shall  be  limited  to the  percentage
necessary to reduce the related Class Principal Balance to zero.

            Senior   Principal   Distribution   Amount:   The  Group 1  Senior
Principal  Distribution  Amount  and  Group 2  Senior  Principal  Distribution
Amount, as applicable.

            Servicer Employee:  As defined in Section 3.18.

            Servicer  Letter  Agreement:  With respect to each  Servicer,  the
letter  agreement,  dated as of the Closing  Date,  between such  Servicer and
DLJMC regarding  surviving  provisions such Servicer's  mortgage loan purchase
and servicing agreement with DLJMC.

            Servicer  Mortgage  File:  All documents  pertaining to a Mortgage
Loan not required to be included in the Trustee  Mortgage File and held by the
Master Servicer or the related Servicer or any Sub-Servicer.

            Servicers:  SPS,  IndyMac,  Wells Fargo and Wilshire to the extent
it has taken over the  servicing  of one or more  Mortgage  Loans  pursuant to
Section 3.19  and, in each case,  any  successor  in  interest  thereto or any
successor servicer appointed as provided herein.

            Servicing  Advance:  With respect to the  Non-Designated  Mortgage
Loans,  all  customary,  reasonable  and  necessary  "out of pocket" costs and
expenses   incurred  in  the  performance  by  a  Servicer  of  its  servicing
obligations  related to such Mortgage  Loans,  including,  but not limited to,
the cost (including  reasonable  attorneys' fees and disbursements) of (i) the
preservation,  restoration  and  protection  of  a  Mortgaged  Property,  (ii)
compliance  with the  obligations  under  Section 3.11  and any enforcement or
judicial  proceedings,   including  foreclosures,  (iii)  the  management  and
liquidation  of any REO Property  (including  default  management  and similar
services,  appraisal  services  and real  estate  broker  services),  (iv) any
expenses  incurred by a Servicer in connection with obtaining an environmental
inspection or review pursuant to the second paragraph of Section 3.11(a),  (v)
compliance  with  the  obligations  under  Section 3.09,   (vi)  locating  any
documents missing from the Trustee's  Mortgage File and (vii) obtaining broker
price  opinions.  In no  event  will  any  Servicer  be  required  to make any
Servicing Advance which would constitute a Nonrecoverable Advance.

            With respect to the Designated  Mortgage Loans,  Servicing Advance
shall  have the  meaning  assigned  to such term in the  Designated  Servicing
Agreement.

            Servicing  Fee:  As to each  Mortgage  Loan  and any  Distribution
Date,  an amount equal to one month's  interest at the  Servicing  Fee Rate on
the Stated  Principal  Balance of such Mortgage Loan as of the Due Date in the
month of such  Distribution  Date  (prior  to giving  effect to any  Scheduled
Payments due on such Mortgage Loan on such Due Date),  subject to reduction as
provided in Section 3.14.

            Servicing Fee Rate: As to each Mortgage  Loan,  the per annum rate
set forth on the related Mortgage Loan Schedule.

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

            Special  Hazard Loss: A Realized  Loss (or portion  thereof)  with
respect to a Mortgage Loan arising from any direct  physical loss or damage to
a Mortgaged  Property  which is not covered by a standard  hazard  maintenance
policy with extended  coverage or by a flood insurance  policy,  if applicable
(or which would not have been  covered by such a policy had such a policy been
maintained),  which is caused by or results  from any cause  except:  (i) wear
and tear,  deterioration,  rust or corrosion,  mold, wet or dry rot,  inherent
vice or  latent  defect,  animals,  birds,  vermin,  insects;  (ii)  settling,
subsidence,   cracking,   shrinkage,   bulging  or  expansion  of   pavements,
foundations,  walls, floors, roofs or ceilings; (iii) errors in design, faulty
workmanship or faulty  materials,  unless the collapse of the property or part
thereof  ensues and then only for the ensuing  loss;  (iv) nuclear or chemical
reaction or nuclear  radiation or radioactive or chemical  contamination,  all
whether  controlled  or  uncontrolled,  and  whether  such  loss be  direct or
indirect,  proximate or remote; (v) hostile or warlike action in time of peace
or war,  including  action in  hindering,  combating or  defending  against an
actual,  impending  or expected  attack  (a) by any  government  of  sovereign
power,  de  jure  or de  facto,  or by  any  authority  maintaining  or  using
military,  naval or air forces,  (b) by military,  naval or air forces, or (c)
by an agent of any such  government,  power,  authority  or  forces;  (vi) any
weapon of war employing  atomic fission or  radioactive  force whether in time
of peace or war;  or (vii)  insurrection,  rebellion,  revolution,  civil war,
usurped  power  or  action  taken  by  governmental  authority  in  hindering,
combating or defending  against such occurrence,  seizure or destruction under
quarantine or customs regulations,  confiscation by order of any government or
public authority, or risks of contraband or illegal transportation or trade.

            Special  Hazard  Loss  Coverage   Amount:   With  respect  to  the
Subordinate  Certificates,  as of the Closing Date, $2,440,471 subject in each
case  to  reduction  from  time  to  time,  to  be  an  amount  equal  on  any
Distribution  Date to the lesser of (a) the  greatest  of (i) 1% of the sum of
the aggregate Stated Principal  Balances of the Mortgage Loans, (ii) twice the
principal  balance of the largest Mortgage Loan and (iii) the aggregate Stated
Principal  Balances of the  Mortgage  Loans  secured by  Mortgaged  Properties
located  in the single  California  postal  zip code area  having the  highest
aggregate  principal  balance  of any such zip code  area and (b) the  Special
Hazard Loss  Coverage  Amount as of the Closing Date less the amount,  if any,
of losses  attributable to Special Hazard Losses  allocated to the Subordinate
Certificates  since the Closing Date.  All Stated  Principal  Balances for the
purpose  of this  definition  will be  calculated  as of the  first day of the
month  preceding  such  Distribution  Date after  giving  effect to  scheduled
installments  of  principal  and  interest  on the  Mortgage  Loans  then due,
whether or not paid.  The Special  Hazard Loss Coverage  Amount may be reduced
below the amount set forth  above for any  Distribution  Date with the consent
of the Rating  Agencies as evidenced by a letter of each Rating  Agency to the
Trust  Administrator  to the effect that any such reduction will not result in
a downgrading of the current ratings  assigned to such Classes of Certificates
rated by it.

            Special Hazard Loss Coverage  Termination  Date: The date on which
the Special Hazard Loss Coverage Amount is reduced to zero.

            Special Servicer: Wilshire Credit Corporation,  and its successors
and permitted assigns.

            Special  Serviced  Mortgage Loan: The Mortgage Loans for which the
Special Servicer acts as servicer pursuant to Section 3.19.

            SPS: Select Portfolio  Servicing,  Inc., a Utah  corporation,  and
its successors and assigns.

            SPS  Mortgage  Loans:  Any SPS Serviced  Mortgage  Loans for which
SPS has not entered into a  subservicing  arrangement  for such  Mortgage Loan
pursuant to Section 3.02 hereof.

            SPS Serviced  Mortgage  Loans:  The Mortgage  Loans  identified as
such on the Mortgage Loan Schedule for which SPS is the applicable Servicer.

            Standard Hazard Policy:  Each standard hazard  insurance policy or
replacement therefore referred to in Section 3.09.

            Startup Day:  The Closing Date.

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

            Stock Power:  With respect to a  Cooperative  Loan,  an assignment
of the stock certificate or an assignment of the Cooperative  Shares issued by
the Cooperative Corporation.

            Streamlined   Mortgage   Loan:  A  Mortgage  Loan   originated  in
connection  with the  refinance  of a mortgage  loan  pursuant  to the related
Seller's streamlined documentation program then in effect.

            Subordinate   Certificates:   As  specified  in  the   Preliminary
Statement.

            Subordinate  Component Balance:  For either Loan Group,  as of any
date  of  determination,  the  then  outstanding  aggregate  Stated  Principal
Balance of the  Mortgage  Loans in that Loan Group,  minus the sum of the then
outstanding  aggregate  Class  Principal  Balance  of the  related  Classes of
Class A Certificates.

            Subordinate   Component  Net  Funds  Rate:  With  respect  to  any
Distribution  Date,  a per annum rate equal to the  quotient,  expressed  as a
percentage  of (a) the sum of (i) the  product  of (x) the  Group 1  Net Funds
Rate for that Distribution Date and (y) the Subordinate  Component Balance for
Loan  Group 1  immediately  prior  to such  Distribution  Date,  and  (ii) the
product of (x) the Group 2 Net Funds Rate for that  Distribution  Date and (y)
the Subordinate  Component Balance for Loan Group 2  immediately prior to such
Distribution  Date,  divided by (b) the aggregate Class  Principal  Balance of
the Subordinate Certificates immediately prior to such Distribution Date.

            Subordinate  LIBOR  Certificates:  As set forth in the Preliminary
Statement.

            Subordinate  Liquidation  Amount:  For any  Distribution  Date and
any Loan, the excess,  if any, of the aggregate  Liquidation  Principal of all
Mortgage  Loans in that Loan Group  which  became  Liquidated  Mortgage  Loans
during the calendar  month  preceding the  Distribution  Date over the Group 1
Senior   Liquidation   Amount  or  Group 2  Senior   Liquidation   Amount,  as
applicable, for such Distribution Date.

            Subordinate  Percentage:  As to any  Distribution  Date and either
Loan,  the  excess  of 100%  over  the  related  Senior  Percentage  for  that
Distribution Date.

            Subordinate  Prepayment  Percentage:  As to any Distribution  Date
and with  respect  to  either  Loan  Group,  100%  minus  the  related  Senior
Prepayment  Percentage for such Distribution Date; provided,  however, that if
the aggregate Class Principal  Balance of the Senior  Certificates  related to
such Loan Group has been  reduced  to zero,  then the  Subordinate  Prepayment
Percentage for such Loan Group will equal 100%.

            Subordinate  Principal  Distribution  Amount:  With respect to any
Distribution  Date,  the sum of the  following  amounts for either Loan Group:
(i) the  related  Subordinate  Percentage  of the  related  Principal  Payment
Amount,  (ii) the related  Subordinate  Prepayment  Percentage  of the related
Principal  Prepayment  Amount, and (iii) the related  Subordinate  Liquidation
Amount;  less the amount of certain  cross-collateralization  payments as made
pursuant to Section 4.07.

            Subordination  Level:  As to any  Distribution  Date and any Class
of Subordinate  Certificates,  the percentage  obtained by dividing the sum of
the Class Principal Balances of all Classes of Subordinate  Certificates which
are  subordinate  in right of  payment  to such  Class by the sum of the Class
Principal Balances of the Group 1  Certificates,  Class 2-A-1 Certificates and
Subordinate Certificates,  in each case immediately prior to such Distribution
Date.

            Substitution Adjustment Amount:  As defined in Section 2.03.

            Sub-Servicer:    Any   other    entity   with   respect   to   any
Non-Designated  Mortgage Loan under any Sub Servicing Agreement  applicable to
such  Mortgage  Loan and any  successors  and assigns under such Sub Servicing
Agreement.

            Sub-Servicing   Agreement:   Any  servicing  agreement  between  a
Servicer and a Sub-Servicer  pursuant to which a Servicer delegates any of its
servicing  responsibilities with respect to any of the Non-Designated Mortgage
Loans.

            Tax  Matters  Person:   The  person  designated  as  "tax  matters
person" in the manner  provided  under  Treasury  regulation § 1.860F 4(d) and
temporary Treasury regulation  § 301.6231(a)(7)1T.  Initially, the Tax Matters
Person shall be the Trust Administrator.

            Telerate  Page  3750:  The  display  designated  as  page  3750 on
Bridge  Telerate  Service (or such other page as may replace page 3750 on that
service for the purpose of displaying  London interbank offered rates of major
banks).

            Terminating  Entity:  SPS or the  entity  or  entities  designated
pursuant to Section 7.04(b) of the Agreement.

            Transferring Servicer:  As defined in Section 3.19 hereof.

            Transferee    Affidavit    and    Agreement:    As    defined   in
Section 6.02(g)(i)(B).

            Trust:  The trust created pursuant to this Agreement.

            Trust  Administrator:  Wells Fargo Bank,  N.A., a national banking
association,  not in its  individual  capacity,  but solely in its capacity as
Trust  Administrator  for the  benefit  of the  Certificateholders  under this
Agreement, and any successor thereto, as provided herein.

            Trust Administrator Fee:  As specified in Section 10.05.

            Trust  Administrator  Fee Rate:  As to each  Mortgage  Loan, a per
annum rate equal to 0.00%.

            Trust  Fund:  The corpus of the trust  created  by this  Agreement
consisting  of (a) the Mortgage  Loans listed in the Mortgage  Loan  Schedule,
including all interest and  principal  received or receivable by the Depositor
on or with  respect  to the  Mortgage  Loans  after the Cut off Date,  but not
including  payments of principal  and interest due and payable on the Mortgage
Loans  on or  before  the Cut off  Date,  together  with  the  Mortgage  Files
relating to the Mortgage Loans, (b) REO Property,  (c) the Collection Account,
the  Certificate  Account,  the  Basis  Risk  Reserve  Fund  and  all  amounts
deposited  therein  pursuant to the applicable  provisions of this  Agreement,
(d) any  insurance  policies  with  respect  to the  Mortgage  Loans,  (e) the
Depositor's rights under the Assignment and Assumption Agreement,  and (f) all
proceeds of the conversion,  voluntary or involuntary, of any of the foregoing
into cash or other liquid property.

            Trust   Receipt   and   Final   Certification:   As   defined   in
Section 2.02(a).

            Trust   Receipt   and   Initial   Certification:   As  defined  in
Section 2.02(a).

            Trustee:  U.S.  Bank  National  Association,  a  national  banking
association,  not in its  individual  capacity,  but solely in its capacity as
trustee for the benefit of the  Certificateholders  under this Agreement,  and
any successor thereto, as provided herein.

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

            Uncertificated    Accrued   Interest:    With   respect   to   any
Uncertificated  Regular  Interest  for  any  Distribution  Date,  one  month's
interest   at  the   related   Uncertificated   Pass-Through   Rate  for  such
Distribution  Date,  accrued  on  the  Uncertificated   Principal  Balance  or
Uncertificated  Notional  Amount,  as  applicable,  immediately  prior to such
Distribution  Date.  Uncertificated  Accrued  Interest for the  Uncertificated
Regular  Interests  shall accrue on the basis of a 360-day year  consisting of
twelve   30-day   months.   For   purposes  of   calculating   the  amount  of
Uncertificated  Accrued  Interest  for the REMIC I Regular  Interests  for any
Distribution  Date,  any  Prepayment  Interest  Shortfalls  (to the extent not
covered by  Compensating  Interest)  relating  to the  Mortgage  Loans for any
Distribution Date shall be allocated among the REMIC I Regular Interests,  pro
rata,  based on, and to the extent of,  Uncertificated  Accrued  Interest,  as
calculated without  application of this sentence.  For purposes of calculating
the  amount  of  Uncertificated  Accrued  Interest  for the  REMIC II  Regular
Interests for any Distribution  Date, any Prepayment  Interest  Shortfalls (to
the extent not covered by  Compensating  Interest)  relating  to the  Mortgage
Loans for any  Distribution  Date shall be  allocated  to the REMIC II Regular
Interests  and to the extent  that such  Prepayment  Interest  Shortfalls  are
allocated  to the  Related  Classes of  Certificates  except  that  Prepayment
Interest Shortfalls allocated to the Class X Certificates,  to the extent such
Shortfalls are  attributable to Group 1 Loans,  shall be allocated among Class
1-A-1L,   Class C-ML  and  Class C-BL  REMIC  II  Regular  Interest   pro-rata
according  to the extent  that  interest  accrued  on the Class X  Certificate
before  reduction  by such  Shortfalls  derived  from  such  Class of REMIC II
Regular  Interest  and,  to the extent such  Shortfalls  are  attributable  to
Group 2  Loans,  shall  be  allocated  among  Class  2-A-1L,   Class C-ML  and
Class C-BL  REMIC II Regular  Interest  pro-rata  according to the extent that
interest  accrued  on  the  Class  X  Certificate  before  reduction  by  such
Shortfalls derived from such Class of REMIC II Regular Interest.

            Undercollateralized Group:  As defined in Section 4.07(b).

            Underwriter's   Exemption:    Prohibited   Transaction   Exemption
2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto),  or
any  substantially  similar  administrative  exemption  granted  by  the  U.S.
Department of Labor.

            U.S. Bank:  U.S. Bank National Association.

            U.S.  Person:  A citizen  or  resident  of the  United  States,  a
corporation,   partnership  or  other  entity  treated  as  a  corporation  or
partnership for federal income tax purposes  created or organized in, or under
the laws  of,  the  United  States,  any  State  thereof  or the  District  of
Columbia,  or an estate whose income from sources without the United States is
includable  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,  any trust  treated as a United  States  Person under Code
Section 7701(a)(30).

            Voting  Rights:  The  portion  of the  voting  rights  of all  the
Certificates  that is allocated to any  Certificate for purposes of the voting
provisions  of  this  Agreement.   At  all  times  during  the  term  of  this
Agreement,  99% of all Voting  Rights  shall be  allocated  among the  Class A
Certificates (other than the Residual  Certificates),  Class C-M  Certificates
and Class C-B  Certificates.  The portion of such 99% Voting Rights  allocated
to each of the Class A  Certificates  (other than the Residual  Certificates),
Class C-M  Certificates  and  Class C-B  Certificates  shall  be  based on the
fraction,  expressed as a percentage,  the numerator of which is the aggregate
Class Principal  Balance then  outstanding and the denominator of which is the
Class  Principal  Balance  of  all  Classes  then  outstanding.  The  Class  X
Certificates  shall be allocated 1% of the Voting Rights.  Voting Rights shall
be allocated  among the  Certificates  within each such Class in proportion to
their  respective  outstanding  Class Principal  Balances or percentage of the
Class  X  Notional  Amount,   as  applicable.   The  Class AR  and  Class AR-L
Certificates shall have no Voting Rights.

            Wells Fargo:  Wells Fargo Bank, N.A.

            Wells  Fargo   Serviced   Mortgage   Loans:   The  Mortgage  Loans
identified  as such on the Mortgage  Loan  Schedule,  for which Wells Fargo is
the applicable Servicer.

                                  ARTICLE II

                        CONVEYANCE OF MORTGAGE LOANS;
                        REPRESENTATIONS AND WARRANTIES

SECTION 2.01.     Conveyance of Trust Fund.

(a)   The  Depositor  does hereby  establish  the Trust and sells,  transfers,
assigns,  delivers,  sets over and  otherwise  conveys to the Trustee in trust
for the benefit of the  Certificateholders,  without recourse, the Depositor's
right,  title and  interest  in and to (a) the  Mortgage  Loans  listed in the
Mortgage  Loan  Schedule,  including  all interest and  principal  received or
receivable  by the  Depositor on or with  respect to the Mortgage  Loans after
the Cut-off  Date,  but not  including  payments of principal and interest due
and  payable on the  Mortgage  Loans on or before the Cut-off  Date,  together
with the Mortgage Files relating to the Mortgage Loans, (b) REO Property,  (c)
the Collection Account,  the Certificate  Account, the Basis Risk Reserve Fund
and all amounts  deposited  therein  pursuant to the applicable  provisions of
this  Agreement,  (d) any  insurance  policies  with  respect to the  Mortgage
Loans,  (e)  the  Depositor's  rights  under  the  Assignment  and  Assumption
Agreement and (f) all proceeds of the  conversion,  voluntary or  involuntary,
of any of the foregoing into cash or other liquid property.

(b)   In connection  with the transfer and  assignment set forth in clause (a)
above,  the  Depositor  has delivered or caused to be delivered to a Custodian
for the benefit of the Certificateholders,  the documents and instruments with
respect to each Mortgage Loan as assigned:

(i)   (A) the original Mortgage Note bearing all intervening  endorsements and
including  any  riders to the  Mortgage  Note,  endorsed  "Pay to the order of
________________,  without  recourse" and signed in the name of the last named
endorsee by an  authorized  officer or (B) with  respect to any Lost  Mortgage
Note, a lost note  affidavit and  indemnity  from the related  Seller  stating
that the original  Mortgage Note was lost or destroyed,  (together with a copy
of such Mortgage Note, if available) and  indemnifying  the Trust Fund against
any  loss,  cost or  liability  resulting  from the  failure  to  deliver  the
original Mortgage Note;

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

(iii) for each Mortgage Loan that is not a MERS  Mortgage  Loan,  the original
Mortgage,  with  evidence of  recording  thereon,  or copies  certified by the
related  recording  office  or if the  original  Mortgage  has  not  yet  been
returned from the recording  office,  a copy  certified by or on behalf of the
related Seller  indicating that such Mortgage has been delivered for recording
(the  return  directions  for the  original  Mortgage  should  indicate,  when
recorded,  mail to the related  Seller) and in the case of each MERS  Mortgage
Loan,  the  original  Mortgage,  noting the presence of the MIN of the related
Mortgage Loan and either  language  indicating that the Mortgage Loan is a MOM
Loan if the Mortgage  Loan is a MOM Loan or if the Mortgage Loan was not a MOM
Loan at  origination,  the  original  Mortgage and the  assignment  thereof to
MERS, with evidence of recording  indicated  thereon or a copy of the Mortgage
certified  by the  public  recording  office in which such  Mortgage  has been
recorded;

(iv)  the  originals  of  all  assumption,   modification,   consolidation  or
extension  agreements,  (or, if an original of any of these  documents has not
been  returned from the recording  office,  a copy thereof  certified by or on
behalf of the  related  Seller,  the  original to be  delivered  to the Seller
forthwith after return from such recording  office) with evidence of recording
thereon, if any;

(v)   for each Mortgage Loan that is not a MERS  Mortgage  Loan,  the original
Assignment of Mortgage as appropriate,  in recordable  form, for each Mortgage
Loan from the last assignee assigned in blank;

(vi)  for  each  Mortgage  Loan  that  was  not a MERS  Mortgage  Loan  at its
origination,   the  originals  of  any  intervening  recorded  Assignments  of
Mortgage,  showing a complete chain of assignment from origination to the last
assignee,  including  warehousing  assignments,  with  evidence  of  recording
thereon (or, if an original  intervening  Assignment  of Mortgage has not been
returned from the recording  office, a copy thereof  certified by or on behalf
of  the  related  Seller,  the  original  to be  delivered  to  the  Custodian
forthwith after return from such recording office);

(vii) the  original   mortgage  title  insurance  policy,  or  copy  of  title
commitment (or in appropriate  jurisdictions,  attorney's opinion of title and
abstract of title); and

(viii)      with respect to a  Cooperative  Loan, if any, the originals of the
following documents or instruments:

(A)   the Cooperative Shares, together with the Stock Power in blank;

(B)   the executed Security Agreement;

(C)   the executed  Proprietary  Lease and the Assignment of Proprietary Lease
to the originator of the Cooperative Loan;

(D)   the executed Recognition Agreement;

(E)   Copies of the original UCC  financing  statement,  and any  continuation
statements,  filed  by the  originator  of such  Cooperative  Loan as  secured
party,  each with evidence of recording  thereof,  evidencing  the interest of
the originator under the Security  Agreement and the Assignment of Proprietary
Lease;

(F)   Copies  of the filed  UCC  assignments  or  amendments  of the  security
interest  referenced  in clause (E) above  showing an unbroken  chain of title
from the  originator to the Trust,  each with  evidence of recording  thereof,
evidencing the interest of the assignee  under the Security  Agreement and the
Assignment of Proprietary Lease;

(G)   An  executed  assignment  of  the  interest  of  the  originator  in the
Security  Agreement,  the Assignment of Proprietary  Lease and the Recognition
Agreement,  showing  an  unbroken  chain of title from the  originator  to the
Trust; and

(H)   For any  Cooperative  Loan  that  has  been  modified  or  amended,  the
original instrument or instruments effecting such modification or amendment.

            In  addition,  in  connection  with  the  assignment  of any  MERS
Mortgage Loan,  the related  Seller agrees that it will cause,  at the related
Seller's  expense,  the MERS® System to indicate that such Mortgage Loans have
been  assigned by the related  Seller to the Trustee in  accordance  with this
Agreement  for  the  benefit  of  the   Certificateholders  by  including  (or
deleting,  in the case of Mortgage Loans which are  repurchased or substituted
in  accordance  with this  Agreement)  the  information  required by the MERS®
System  to (a)  identify  the  Trustee  and  (b) identify  the  series  of the
Certificates  issued in  connection  with such  Mortgage  Loans.  The  Trustee
shall confirm,  or cause the Custodian to confirm,  on the Final Certification
of the  Custodian  that such  assignment  has  occurred.  The  related  Seller
further  agrees that it will not,  and will not permit a Servicer to, and each
related Servicer agrees that it will not, alter the information  referenced in
this  paragraph  with  respect to any  Mortgage  Loan  during the term of this
Agreement  unless and until such Mortgage Loan is  repurchased  or substituted
in accordance with the terms of this Agreement.

            In the event the  Depositor  delivers to the  Custodian  certified
copies of any document or instrument  set forth in 2.01(b)  because of a delay
caused by the public recording office in returning any recorded document,  the
Depositor  shall deliver or cause to be delivered to the Custodian,  within 60
days of the Closing  Date, an Officer's  Certificate  which shall (i) identify
the  recorded  document,  (ii) state that the  recorded  document has not been
delivered  to the  Custodian  due  solely  to a  delay  caused  by the  public
recording  office,  and (iii) state the amount of time  generally  required by
the applicable  recording office to record and return a document submitted for
recordation.

            In the  event  that in  connection  with  any  Mortgage  Loan  the
Depositor  cannot deliver  (a) for a Mortgage Loan that is not a MERS Mortgage
Loan, the original recorded Mortgage,  (b) all interim recorded assignments or
(c) the lender's title policy  (together with all riders  thereto)  satisfying
the  requirements  set  forth  above,  concurrently  with  the  execution  and
delivery  hereof  because such  document or documents  have not been  returned
from the applicable  public  recording office in the case of clause (a) or (b)
above,  or because  the title  policy has not been  delivered  to the  related
Seller or the Depositor by the applicable  title insurer in the case of clause
(c) above, the Depositor shall promptly deliver to the Custodian,  in the case
of  clause  (a)  or  (b)  above,   such  original  Mortgage  or  such  interim
assignment,  as the case may be, with evidence of recording  indicated thereon
upon receipt  thereof from the public  recording  office,  or a copy  thereof,
certified,  if appropriate,  by the relevant recording office and, in the case
of clause (c) above,  any title policy upon receipt from the applicable  title
insurer.

            As  promptly  as  practicable  subsequent  to  such  transfer  and
assignment,  and in any  event,  within  thirty  (30) days  thereafter,  DLJMC
shall, at its expense,  (i) affix or cause to be affixed the Trustee's name to
each  Assignment  of  Mortgage,  as the  assignee  thereof,  (ii)  cause  such
assignment  to be in  proper  form for  recording  in the  appropriate  public
office  for real  property  records  within  thirty  (30) days  after  receipt
thereof and (iii)  cause to be  delivered  for  recording  in the  appropriate
public office for real property  records the  assignments  of the Mortgages to
the Trustee,  except that,  with respect to any assignment of a Mortgage as to
which  DLJMC  has not  received  the  information  required  to  prepare  such
assignment in recordable form,  DLJMC's obligation to do so and to deliver the
same for such recording shall be as soon as practicable  after receipt of such
information  and in any  event  within  thirty  (30) days  after  the  receipt
thereof,  and DLJMC need not cause to be recorded any assignment which relates
to a Mortgage Loan in any  jurisdiction  under the laws of which, as evidenced
by an  Opinion of  Counsel  delivered  by the  Depositor  (at the  Depositor's
expense) to the Trustee, the Trust Administrator and DLJMC,  acceptable to the
Rating  Agencies,  the  recordation  of such  assignment  is not  necessary to
protect  the  Trustee's  and the  Certificateholders'  interest in the related
Mortgage Loan.

            If any original  Mortgage Note  referred to in  Section 2.01(b)(i)
above  cannot be located,  the  obligations  of the  Depositor to deliver such
documents  shall be deemed to be satisfied upon delivery to the Custodian of a
photocopy of such Mortgage Note, if available,  with a lost note affidavit and
indemnity.  If any of the  original  Mortgage  Notes  for  which  a lost  note
affidavit  and  indemnity  was  delivered  to the  Custodian  is  subsequently
located,  such  original  Mortgage  Note shall be delivered  to the  Custodian
within three Business Days.

(c)   The  Trustee  is  authorized  to  enter  into  one  or  more   Custodial
Agreements,  at the  direction of the  Depositor,  for the purpose of having a
Custodian  maintain  custody of the documents and  instruments  referred to in
this Section 2.01,  and any documents delivered  thereunder shall be delivered
to the  Custodian  and  any  Officer's  Certificates  delivered  with  respect
thereto  shall be delivered to the Trustee,  the Trust  Administrator  and the
Custodian.

(d)   It is the  express  intent of the  parties  to this  Agreement  that the
conveyance  of the Mortgage  Loans by the Depositor to the Trustee as provided
in this  Section 2.01 be, and be construed as, a sale of the Mortgage Loans by
the  Depositor  to the  Trustee.  It is,  further,  not the  intention  of the
parties  to this  Agreement  that  such  conveyance  be deemed a pledge of the
Mortgage  Loans by the  Depositor  to the  Trustee  to  secure a debt or other
obligation of the Depositor.  However, in the event that,  notwithstanding the
intent of the parties to this  Agreement,  the  Mortgage  Loans are held to be
the property of the  Depositor,  or if any for any other reason this Agreement
is held or deemed to create a security  interest  in the  Mortgage  Loans then
(a) this Agreement shall also be deemed to be a security  agreement within the
meaning of Articles 8 and 9 of the New York Uniform  Commercial  Code; (b) the
conveyance  provided for in this Section 2.01 shall be deemed to be a grant by
the  Depositor to the Trustee for the benefit of the  Certificateholders  of a
security interest in all of the Depositor's  right,  title and interest in and
to the Mortgage  Loans and all amounts  payable to the holders of the Mortgage
Loans  in  accordance   with  the  terms  thereof  and  all  proceeds  of  the
conversion,   voluntary  or   involuntary,   of  the   foregoing   into  cash,
instruments,  securities or other property,  including without  limitation all
amounts,  other than investment  earnings,  from time to time held or invested
in  the  Certificate  Account,  whether  in the  form  of  cash,  instruments,
securities  or  other  property;  (c) the  possession  by the  Trustee  or any
Custodian  of such items of  property  and such  other  items of  property  as
constitute instruments,  money, negotiable documents or chattel paper shall be
deemed to be "in  possession by the secured  party" for purposes of perfecting
the  security  interest  pursuant  to  Section 9  313 of the New York  Uniform
Commercial Code; and (d)  notifications to persons holding such property,  and
acknowledgments,   receipts  or   confirmations   from  persons  holding  such
property,  shall be deemed  notifications to, or acknowledgments,  receipts or
confirmations   from,   financial   intermediaries,   bailees  or  agents  (as
applicable) of the Trustee for the benefit of the  Certificateholders  for the
purpose of perfecting  such security  interest  under  applicable  law (except
that  nothing in this  clause (d) shall cause any person to be deemed to be an
agent  of the  Trustee  for any  purpose  other  than for  perfection  of such
security  interests unless, and then only to the extent,  expressly  appointed
and  authorized  by the Trustee in writing).  The  Depositor  and the Trustee,
upon directions from the Depositor,  shall, to the extent consistent with this
Agreement,  take such  actions as may be  necessary  to ensure  that,  if this
Agreement  were deemed to create a security  interest in the  Mortgage  Loans,
such security interest would be deemed to be a perfected  security interest of
first priority under  applicable law and will be maintained as such throughout
the term of this Agreement.

(e)   Except  as  specifically  set  forth in this  Agreement  or by  separate
written  agreement  among the related  parties  hereto,  the  Depositor,  each
Seller,  each Servicer and the Master  Servicer  agree that the  provisions of
this Agreement  shall  supercede any provisions in any existing  mortgage loan
purchase  agreement or servicing  agreement with respect to the Mortgage Loans
for which the Depositor,  a Seller, a Servicer or the Master Servicer may be a
party.

SECTION 2.02.     Acceptance by the Trustee.

(a)   Pursuant to Section 4 of the LaSalle Custodial Agreement,  the Custodian
agrees to  execute  and  deliver on the  Closing  Date to the  Depositor,  the
Trustee and the Trust Administrator a Trust Receipt and Initial  Certification
in  the  form  annexed   hereto  as   Exhibit H.   Based  on  its  review  and
examination,  and only as to the  documents  identified  in such Trust Receipt
and Initial  Certification,  the Custodian  acknowledges  that such  documents
appear  regular on their face and relate to such Mortgage  Loan. The Custodian
shall be under no duty or  obligation  to  inspect,  review  or  examine  said
documents,  instruments,  certificates  or other papers to determine  that the
same are genuine,  enforceable or appropriate for the  represented  purpose or
that they have actually been recorded in the real estate  records or that they
are other than what they purport to be on their face.

            Pursuant to  Section 6  of the LaSalle  Custodial  Agreement,  not
later than 90 days after the Closing Date, the Custodian  shall deliver to the
Depositor,  the Trustee and the Trust  Administrator a Trust Receipt and Final
Certification  in the form annexed  hereto as Exhibit I,  with any  applicable
exceptions noted thereon.

            Based  solely upon the Trust  Receipt  and  Initial  Certification
received from the  Custodian,  and subject to the  provisions of  Section 2.01
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  declares  that it holds  and will  hold  such
documents and the other documents  delivered to it  constituting  the Mortgage
File,  and that it holds or will hold all such  assets and such  other  assets
included in the  definition  of the Trust Fund in trust for the  exclusive use
and benefit of all present and future Certificateholders.

            If,  in the  course  of  such  review,  the  Custodian  finds  any
document  constituting  a part of a  Mortgage  File  which  does  not meet the
requirements  of  Section 2.01,  the Custodian shall list such as an exception
in the Trust  Receipt and Final  Certification  pursuant to  Section 6  of the
LaSalle Custodial Agreement;  provided,  however, that the Custodian shall not
make any  determination  as to whether (i) any  endorsement  is  sufficient to
transfer  all  right,  title  and  interest  of the  party  so  endorsing,  as
noteholder  or  assignee  thereof,  in and to that  Mortgage  Note or (ii) any
assignment is in recordable  form or is sufficient to effect the assignment of
and  transfer  to the  assignee  thereof  under  the  mortgage  to  which  the
assignment relates.

            With  respect to each  Mortgage  Loan for which it is the  Seller,
each Seller  shall  promptly  correct or cure such defect  within 90 days from
the  date it was so  notified  of such  defect  and,  if the  Seller  does not
correct or cure such defect within such period and such defect  materially and
adversely affects the interests of  Certificateholders in the related Mortgage
Loan, the Seller shall either  (a) substitute  for the related Mortgage Loan a
Qualified  Substitute  Mortgage Loan, which substitution shall be accomplished
in the manner and  subject to the  conditions  set forth in  Section 2.03,  or
(b) repurchase  such  Mortgage  Loan  within  90 days  from the date  that the
related  Seller was notified of such defect in writing at the  Purchase  Price
of such  Mortgage  Loan; or such longer period not to exceed 720 days from the
Closing Date if the  substitution or repurchase of a Mortgage Loan pursuant to
this  provision is required by reason of a delay in delivery of any  documents
by  the  appropriate   recording  office  or  title  insurer,  as  applicable;
provided,  however,  that a Seller shall have no liability  for  recording any
Assignment of Mortgage in favor of the Trustee or for the Custodian's  failure
to record such Assignment of Mortgage,  and provided,  further, that no Seller
shall be obligated to  repurchase or cure any Mortgage Loan solely as a result
of the Custodian's  failure to record such  Assignment of Mortgage.  The Trust
Administrator  shall  direct the  Custodian  to deliver to each Rating  Agency
written notice within 270 days from the Closing Date  indicating each Mortgage
Loan (a) for  which a  mortgage  or  assignment  of  mortgage  required  to be
recorded  hereunder has not been returned by the appropriate  recording office
or (b) as to  which  there is a  dispute  as to  location  or  status  of such
Mortgage Loan. Such notice shall be delivered  every 90 days thereafter  until
the  related   Mortgage   Loan  is  returned  to  the   Custodian.   Any  such
substitution  pursuant  to (a) above or  purchase  pursuant to (b) above shall
not  be  effected  prior  to  the  delivery  to  the  Trustee  and  the  Trust
Administrator  of the Opinion of Counsel required by Section 2.05  hereof,  if
any, and any  substitution  pursuant to (a) above shall not be effected  prior
to the  additional  delivery  to the Trustee or the Trust  Administrator  of a
Request for Release  substantially  in the form of Exhibit J.  No substitution
is  permitted to be made in any calendar  month after the  Determination  Date
for such  month.  The  Purchase  Price  for any such  Mortgage  Loan  shall be
deposited by the related Seller in the related  Collection Account on or prior
to the Business Day immediately  preceding such Distribution Date in the month
following  the month during  which the Seller  became  obligated  hereunder to
repurchase  or replace such  Mortgage  Loan and,  upon receipt of such deposit
and certification  with respect thereto in the form of Exhibit J  hereto,  the
Custodian  shall release the related  Mortgage File to the related  Seller and
shall  execute  and  deliver at such  entity's  request  such  instruments  of
transfer  or  assignment  prepared  by  such  entity,  in  each  case  without
recourse,  as shall be necessary to vest in such  entity,  or a designee,  the
Trustee's interest in any Mortgage Loan released pursuant hereto.

            If  pursuant  to  the  preceding   paragraph  the  related  Seller
repurchases  a  Mortgage  Loan  that  is a MERS  Mortgage  Loan,  the  related
Servicer  shall,  at the related  Seller's  expense,  either (i) cause MERS to
execute and deliver an Assignment  of Mortgage in recordable  form to transfer
the Mortgage from MERS to the related  Seller and shall cause such Mortgage to
be removed  from  registration  on the MERS® System in  accordance  with MERS'
rules and  regulations or (ii) cause MERS to designate on the MERS® System the
related Seller as the beneficial holder of such Mortgage Loan.

(b)   It is understood  and agreed that the obligation of each Seller to cure,
substitute  for or to  repurchase  any  Mortgage  Loan which does not meet the
requirements of Section 2.01  shall constitute the sole remedy respecting such
defect available to the Trustee,  the Trust  Administrator,  the Depositor and
any Certificateholder against the Seller.

SECTION 2.03.     Representations and Warranties of the Seller, Master
                              Servicer and Servicers.

(a)   Each of DLJMC,  in its capacity as Seller,  Wells Fargo, in its capacity
as Master  Servicer,  SPS, in its  capacity as Servicer,  Wells Fargo,  in its
capacity as Servicer and Wilshire,  in its capacity as Special Servicer hereby
makes  the  representations  and  warranties  applicable  to it set  forth  in
Schedule  IIA,  IIB,  IIC,  IID or  IIE,  as  applicable  hereto,  and by this
reference  incorporated  herein,  to the Depositor,  the Trustee and the Trust
Administrator,  as of the Closing Date, or if so specified therein,  as of the
Cut off Date or such other date as may be  specified.  In  addition,  SPS,  in
its  capacity as  Servicer,  Wells  Fargo,  in its  capacity  as Servicer  and
Wilshire,  in its capacity as Special Servicer makes the  representations  and
warranties  applicable  to it set forth in Schedule  IIC,  IID and IIE hereto,
respectively,  and by  this  reference  incorporated  herein,  to  the  Master
Servicer as of the Closing  Date,  or if so specified  therein,  as of the Cut
off Date or such other date as may be specified.

(b)   DLJMC, in its capacity as Seller,  hereby makes the  representations and
warranties  set  forth  in  Schedule  III and by this  reference  incorporated
herein, to the Depositor,  the Trustee and the Trust Administrator,  as of the
Closing  Date,  or if so  specified  therein,  as of the Cut off  Date or such
other date as may be specified.

(c)   Upon  discovery  by  any  of  the  parties  hereto  of  a  breach  of  a
representation  or warranty made pursuant to  Section 2.03(b)  that materially
and adversely affects the interests of the  Certificateholders in any Mortgage
Loan,  the party  discovering  such breach shall give prompt notice thereof to
the  other  parties;   provided  that,  if  applicable,   any  breach  of  the
representations  and  warranties  set forth in Schedule  III(xix),  III(xxii),
III(xxiv),   III(xxvii),   III(xxviii)  and  III(xxxii)  shall  be  deemed  to
materially  and adversely  affect the interests of the  Certificateholders  in
that Mortgage  Loan.  Each Seller hereby  covenants that within 90 days of the
earlier of its discovery or its receipt of written  notice from any party of a
breach  of  any   representation   or   warranty   made  by  it   pursuant  to
Section 2.03(b)  which  materially and adversely  affects the interests of the
Certificateholders  in any Mortgage  Loan sold by the Seller to the Trust,  it
shall cure such breach in all material respects,  and if such breach is not so
cured,  shall,  (i) if  such  90  day  period  expires  prior  to  the  second
anniversary  of the  Closing  Date,  remove  such  Mortgage  Loan (a  "Deleted
Mortgage  Loan") from the Trust Fund and  substitute  in its place a Qualified
Substitute  Mortgage  Loan,  in the manner and subject to the  conditions  set
forth in this  Section;  or (ii)  repurchase  the  affected  Mortgage  Loan or
Mortgage Loans at the Purchase Price in the manner set forth below;  provided,
however,  that  any such  substitution  pursuant  to (i)  above  shall  not be
effected prior to the delivery to the Trustee and the Trust  Administrator  of
the Opinion of Counsel required by Section 2.05  hereof,  if any, and any such
substitution  pursuant  to (i)  above  shall  not  be  effected  prior  to the
additional  delivery  to the Trustee or the Trust  Administrator  of a Request
for Release  substantially  in the form of  Exhibit J  relating to the Deleted
Mortgage  Loan  and the  Mortgage  File  for  any  such  Qualified  Substitute
Mortgage Loan. The related  Seller shall promptly  reimburse the Trustee,  the
Trust  Administrator,  the Special  Servicer and the related Servicer (if such
Servicer  is not the  Seller  of such  Mortgage  Loan) for any  actual  out of
pocket expenses reasonably incurred by the Trustee,  the Trust  Administrator,
the Special  Servicer and the related  Servicer  (if such  Servicer is not the
Seller of such  Mortgage  Loan) in respect of enforcing  the remedies for such
breach.  With respect to any representation  and warranties  described in this
Section which  are  made  to  the  best  of a  Seller's  knowledge  if  it  is
discovered  by any of the  Depositor,  the Master  Servicer,  the Seller,  any
Servicer,  the Special Servicer,  the Trustee or the Trust  Administrator that
the  substance  of such  representation  and warranty is  inaccurate  and such
inaccuracy  materially and adversely affects the value of the related Mortgage
Loan or the interests of the Certificateholders  therein,  notwithstanding the
related  Seller's  lack of  knowledge  with  respect to the  substance of such
representation  or warranty,  such inaccuracy  shall be deemed a breach of the
applicable representation or warranty.

            With respect to any Qualified  Substitute  Mortgage Loan or Loans,
the  related  Seller  shall  deliver to the  Custodian  for the benefit of the
Certificateholders  the Mortgage Note, the Mortgage, the related assignment of
the  Mortgage,  and such other  documents  and  agreements  as are required by
Section 2.01(b),  with the Mortgage Note endorsed and the Mortgage assigned as
required by  Section 2.01.  No  substitution  is  permitted  to be made in any
calendar  month  after  the  Determination  Date  for  such  month.  Scheduled
Payments due with respect to Qualified  Substitute Mortgage Loans in the month
of  substitution  shall not be part of the Trust Fund and will be  retained by
the  Seller  on the  next  succeeding  Distribution  Date.  For the  month  of
substitution,  distributions  to  Certificateholders  will include the monthly
payment due on any Deleted  Mortgage  Loan for such month and  thereafter  the
related Seller shall be entitled to retain all amounts  received in respect of
such Deleted  Mortgage  Loan. The related Seller shall amend the Mortgage Loan
Schedule for the benefit of the  Certificateholders  to reflect the removal of
such Deleted  Mortgage Loan and the  substitution of the Qualified  Substitute
Mortgage  Loan or Loans and the  related  Seller  shall  deliver  the  amended
Mortgage  Loan   Schedule  to  the  Trustee,   the  Servicers  and  the  Trust
Administrator.  Upon such  substitution,  the  Qualified  Substitute  Mortgage
Loan  or  Loans  shall  be  subject  to the  terms  of this  Agreement  in all
respects,  and the related Seller shall be deemed to have made with respect to
such  Qualified  Substitute  Mortgage  Loan  or  Loans,  as  of  the  date  of
substitution,   the   representations   and   warranties   made   pursuant  to
Section 2.03(b)   with  respect  to  such   Mortgage   Loan.   Upon  any  such
substitution and the deposit to the Collection  Account of the amount required
to be deposited  therein in connection with such  substitution as described in
the following  paragraph,  the Trustee shall instruct the Custodian to release
the Mortgage File held for the benefit of the  Certificateholders  relating to
such Deleted  Mortgage  Loan to the Seller and the Trustee  shall  execute and
deliver at the related  Seller's  direction  such  instruments  of transfer or
assignment prepared by the Seller, in each case without recourse,  as shall be
necessary  to  vest  title  in the  Seller,  or its  designee,  the  Trustee's
interest  in any  Deleted  Mortgage  Loan  substituted  for  pursuant  to this
Section 2.03.

            For any month in which a Seller  substitutes one or more Qualified
Substitute  Mortgage Loans for one or more Deleted  Mortgage Loans, the Master
Servicer shall determine the amount (if any) by which the aggregate  principal
balance  of all such  Qualified  Substitute  Mortgage  Loans as of the date of
substitution is less than the aggregate Stated  Principal  Balance of all such
Deleted Mortgage Loans (after  application of the scheduled  principal portion
of the  monthly  payments  due in the month of  substitution).  The  amount of
such shortage (the "Substitution  Adjustment  Amount") plus an amount equal to
the  aggregate of any  unreimbursed  Advances,  Servicing  Advances and unpaid
Servicing Fees with respect to such Deleted  Mortgage Loans shall be deposited
in the  related  Collection  Account  by the  related  Seller on or before the
Business  Day  immediately  preceding  the  Distribution  Date  in  the  month
succeeding  the calendar  month during which the related  Mortgage Loan became
required to be repurchased or replaced hereunder.

            One or more  mortgage  loans  may be  substituted  for one or more
Deleted  Mortgage  Loans.  The  determination  of whether a mortgage loan is a
Qualified  Substitute  Mortgage Loan may be satisfied on an individual  basis.
Alternatively,  if more than one mortgage loan is to be substituted for one or
more Deleted  Mortgage Loans, the  characteristics  of such mortgage loans and
Deleted  Mortgage  Loans  shall be  aggregated  or  calculated  on a  weighted
average basis, as applicable,  in determining  whether such mortgage loans are
Qualified Substitute Mortgage Loans.

            In the event  that a Seller  shall be  required  to  repurchase  a
Mortgage Loan pursuant to this  Agreement,  the Purchase  Price therefor shall
be  deposited  in  the  Collection  Account  on or  before  the  Business  Day
immediately  preceding the Distribution  Date in the month following the month
during which the Seller  became  obligated  hereunder to repurchase or replace
such Mortgage Loan and upon such deposit of the Purchase  Price,  the delivery
of the  Opinion  of Counsel  if  required  by  Section 2.05  and  receipt of a
Request for  Release in the form of  Exhibit J  hereto,  the  Custodian  shall
release   the   related   Mortgage   File   held  for  the   benefit   of  the
Certificateholders  to such Person,  and the Trustee shall execute and deliver
at  such  Person's  direction  such  instruments  of  transfer  or  assignment
prepared by such Person, in each case without recourse,  as shall be necessary
to  transfer  title from the  Trustee.  It is  understood  and agreed that the
obligation  under  this  Agreement  of  any  Person  to  cure,  repurchase  or
substitute  any  Mortgage  Loan  as to  which a  breach  has  occurred  and is
continuing  shall  constitute the sole remedy against such Persons  respecting
such breach  available to  Certificateholders,  the Depositor,  the Trustee or
the Trust Administrator on their behalf.

            The   representations   and  warranties   made  pursuant  to  this
Section 2.03  shall survive  delivery of the respective  Mortgage Files to the
Trustee,  the Trust  Administrator  or the  Custodian  for the  benefit of the
Certificateholders.

SECTION 2.04.     Representations and Warranties of the Depositor as to the
                              Mortgage Loans.

            The Depositor  hereby  represents and warrants to the Trustee with
respect to the Mortgage  Loans that,  as of the Closing  Date,  assuming  good
title has been conveyed to the Depositor,  the Depositor had good title to the
Mortgage  Loans and Mortgage  Notes,  and did not encumber the Mortgage  Loans
during its period of  ownership  thereof,  other than as  contemplated  by the
Agreement.

            It  is  understood  and  agreed  that  the   representations   and
warranties  set  forth in this  Section 2.04  shall  survive  delivery  of the
Mortgage Files to the Custodian.

SECTION 2.05.     Delivery of Opinion of Counsel in Connection with
                              Substitutions.

            Notwithstanding  any  contrary  provision  of this  Agreement,  no
substitution  pursuant to  Section 2.02  shall be made more than 90 days after
the Closing  Date unless the  related  Seller  delivers to the Trustee and the
Trust Administrator an Opinion of Counsel,  which Opinion of Counsel shall not
be at the expense of any of the Trustee,  the Trust Administrator or the Trust
Fund,  addressed  to the  Trustee and the Trust  Administrator,  to the effect
that such  substitution  will not (i) result in the  imposition  of the tax on
"prohibited  transactions"  on the  Trust  Fund  or  contributions  after  the
Startup  Date,  as defined in  Sections  860F(a)(2)  and  860G(d) of the Code,
respectively,  or (ii) cause each REMIC  created  hereunder to fail to qualify
as a REMIC at any time that any Certificates are outstanding.

SECTION 2.06.     Issuance of Certificates.

            The Trustee  acknowledges  the  assignment  to it of the  Mortgage
Loans together with the  assignment to it of all other assets  included in the
Trust Fund,  receipt of which,  subject to the provisions of  Section 2.02(a),
is hereby  acknowledged.  Concurrently  with such  assignment and delivery and
in  exchange  therefor,  the  Trust  Administrator,  pursuant  to the  written
request  of  the  Depositor  executed  by an  officer  of the  Depositor,  has
executed the Certificates  and caused them to be  authenticated  and delivered
to or upon the  order  of the  Depositor  in  authorized  denominations  which
evidence  ownership  of the Trust  Fund.  The  rights of the  Holders  of such
Certificates  to receive  distributions  from the Trust Fund and all ownership
interests of the Holders of the  Certificates in such  distributions  shall be
as set forth in this Agreement.

SECTION 2.07.     REMIC Provisions.

(a)   The Depositor  hereby elects and authorizes the Trust  Administrator  to
treat the  Trust  Fund as the  number  of  separate  REMICs  specified  in the
Preliminary  Statement  (each,  a "REMIC")  under the Code and, if  necessary,
under  applicable   state  law  and  apply  such   Preliminary   Statement  in
determining the rights of the Interests in REMICs thereby  created.  Each such
election  will be  made on Form  1066  or  other  appropriate  federal  tax or
information  return  (including Form 8811) or any appropriate state return (x)
for the taxable year ending on the last day of the calendar  year in which the
Certificates  are issued and (y) for the  taxable  year ending on the last day
of the calendar  year in which  Certificates  are first sold to a third party.
The  Closing  Date is hereby  designated  as the  "startup  day" of each REMIC
created  hereunder within the meaning of  Section 860G(a)(9)  of the Code. The
"regular  interests"  (within the meaning of Section 860G of the Code) in each
REMIC  shall  consist of the  regular  interests  with the terms set forth for
each  REMIC in the  Preliminary  Statement  and the  Class AR  and  Class AR-L
Certificates  shall  represent  the  beneficial  ownership  of  the  "residual
interest"  in each REMIC  created  hereunder.  Neither the  Depositor  nor the
Trust  Administrator  nor  the  Trustee  shall  permit  the  creation  of  any
"interests"  (within  the  meaning of  Section 860G  of the Code) in any REMIC
other than as set forth in the Preliminary Statement.

(b)   The Trust  Administrator  as the holder of the Tax Matters  Certificate,
shall  act as the "tax  matters  person"  (within  the  meaning  of the  REMIC
Provisions)  for each REMIC created  hereunder,  in the manner  provided under
Treasury  regulations  section 1.860F 4(d) and temporary Treasury  regulations
section  301.6231(a)(7)  1T.  In the  event  that for any  reason,  the  Trust
Administrator  is not  recognized  as the tax  matters  person  then the Trust
Administrator  shall  act  as  agent  for  the  Class AR  and  the  Class AR-L
Certificateholder  as tax matters  person.  By its acceptance of a Class AR or
Class AR-L  Certificate,  each  Holder  thereof  shall  have  agreed  to  such
appointment  and  shall  have  consented  to  the  appointment  of  the  Trust
Administrator  as its agent to act on behalf of each REMIC  created  hereunder
pursuant to the specific duties outlined herein.

(c)   A Holder of the Class AR or Class AR-L Certificates,  by the purchase of
such  Certificates,  shall be deemed to have agreed to timely pay, upon demand
by the  Trust  Administrator,  the  amount  of any  minimum  California  state
franchise  taxes  due with  respect  to each  REMIC  created  hereunder  under
Sections  23151(a) and 23153(a) of the  California  Revenue and Taxation Code.
Notwithstanding the foregoing,  the Trust Administrator shall be authorized to
retain the amount of such tax from  amounts  otherwise  distributable  to such
Holder in the event such Holder does not  promptly pay such amount upon demand
by the Trust  Administrator.  In the event  that any other  federal,  state or
local  tax  is  imposed,  including  without  limitation  taxes  imposed  on a
"prohibited  transaction"  of a REMIC as defined in  Section 860F of the Code,
such  tax  shall  be  charged   against   amounts   otherwise   available  for
distribution to the applicable Holder of a Class AR or Class AR-L  Certificate
and then against amounts  otherwise  available for distribution to the Holders
of  Regular  Certificates  in  accordance  with the  provisions  set  forth in
Section 4.01.  The Trust  Administrator  or the Trustee shall promptly deposit
in the  Certificate  Account any amount of "prohibited  transaction"  tax that
results from a breach of the Trust  Administrator's  or the Trustee's  duties,
respectively,  under  this  Agreement.  The  Master  Servicer  or the  related
Servicer  shall  promptly  deposit in the  Certificate  Account  any amount of
"prohibited  transaction"  tax  that  results  from a  breach  of  the  Master
Servicer's or such Servicer's duties, respectively, under this Agreement.

(d)   The Trust  Administrator  shall act as  attorney  in fact and as the tax
matters person of each REMIC created  hereunder and in such capacity the Trust
Administrator  shall:  (i)  prepare,  sign and file,  or cause to be prepared,
signed and filed,  federal and state tax returns  using a calendar year as the
taxable  year for each REMIC  created  hereunder  when and as  required by the
REMIC  Provisions and other  applicable  federal income tax laws as the direct
representative  of each  such  REMIC in  compliance  with  the Code and  shall
provide  copies  of  such  returns  as  required  by the  Code;  (ii)  make an
election, on behalf of each REMIC created hereunder,  to be treated as a REMIC
on the  federal  tax  return  of such  REMIC for its first  taxable  year,  in
accordance with the REMIC Provisions;  and (iii) prepare and forward, or cause
to  be  prepared  and  forwarded,   to  the   Certificateholders  and  to  any
governmental  taxing authority all information reports as and when required to
be provided to them in accordance with the REMIC  Provisions.  The expenses of
preparing and filing such returns  shall be borne by the Trust  Administrator.
The Depositor,  the Master Servicer and the related  Servicer shall provide on
a prompt and timely  basis to the Trust  Administrator  or its  designee  such
information  with  respect  to each  REMIC  created  hereunder  as is in their
possession and reasonably  required or requested by the Trust Administrator to
enable it to perform its obligations under this subsection.

            In its  capacity  as  attorney  in  fact  and as the  tax  matters
person,  the Trust  Administrator  shall also: (A) act on behalf of each REMIC
created  hereunder in relation to any tax matter or controversy  involving the
Trust Fund,  (B)  represent the Trust Fund in any  administrative  or judicial
proceeding  relating to an  examination  or audit by any  governmental  taxing
authority  with  respect  thereto  and (C)  cause to be paid  solely  from the
sources  provided herein the amount of any taxes imposed on each REMIC created
hereunder  when and as the same shall be due and payable (but such  obligation
shall not  prevent the Trust  Administrator  or any other  appropriate  Person
from contesting any such tax in appropriate  proceedings and shall not prevent
the Trust  Administrator from withholding payment of such tax, if permitted by
law, pending the outcome of such proceedings).

(e)   The  Trust  Administrator  shall  provide  (i)  to any  transferor  of a
Class AR or Class AR-L  Certificate  such  information as is necessary for the
application  of any tax relating to the  transfer of a Class AR or  Class AR-L
Certificate  to any  Person  who is not a  permitted  transferee,  (ii) to the
Certificateholders  such information or reports as are required by the Code or
the REMIC Provisions  including  reports relating to interest,  original issue
discount  and market  discount  or premium and (iii) to the  Internal  Revenue
Service the name,  title,  address and telephone number of the person who will
serve as the representative of each REMIC created hereunder.

(f)   The  Trustee,  to the extent  directed by the Trust  Administrator,  the
Depositor  and the Holder of the  Class AR or  Class AR-L  Certificates  shall
take any  action or cause  the  Trust  Fund to take any  action  necessary  to
create or  maintain  the status of each  REMIC  created  hereunder  as a REMIC
under the REMIC  Provisions and shall assist each other as necessary to create
or maintain such status.  Neither the Trustee,  to the extent  directed or (in
the case of a failure to act) not  directed  by the Trust  Administrator,  nor
the Holder of the Class AR or Class AR-L  Certificates  shall take any action,
cause the Trust  Fund to take any action or fail to take (or fail to cause the
Trust Fund to take) any action that, under the REMIC  Provisions,  if taken or
not taken,  as the case may be,  could (i)  endanger  the status of each REMIC
created  hereunder as a REMIC or (ii) result in the imposition of a tax upon a
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 in  Section 860G(d)  of the Code)  (either  such event,  an "Adverse
REMIC Event") unless the Trustee and the Trust  Administrator 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.

            The Trustee and the Trust  Administrator shall not take or fail to
take any action  (whether or not authorized  hereunder) as to which the Master
Servicer,  a Servicer or the  Depositor  has advised it in writing that it has
received  an Opinion of Counsel  to the  effect  that an Adverse  REMIC  Event
could occur with  respect to such  action.  In  addition,  prior to taking any
action with respect to a REMIC or their  assets,  or causing any REMIC created
hereunder  to take any  action,  which is not  expressly  permitted  under the
terms of this Agreement,  the Trustee and the Trust Administrator will consult
with the Master Servicer,  the Servicers and the Depositor or their designees,
in writing,  with respect to whether such action could cause an Adverse  REMIC
Event to occur with  respect to any REMIC  created  hereunder  and the Trustee
and the  Trust  Administrator  shall not take any such  action  or cause  that
REMIC to take any such action as to which the Master  Servicer,  any  Servicer
or the  Depositor  has advised it in writing that an Adverse REMIC Event could
occur.

            In addition,  prior to taking any action with respect to any REMIC
created  hereunder  or the  assets  therein,  or  causing  any  REMIC  created
hereunder  to take any  action,  which is not  expressly  permitted  under the
terms  of  this   Agreement,   the  Holder  of  the  Class AR  or   Class AR-L
Certificates  will consult with the Trust  Administrator  or its designee,  in
writing,  with  respect to whether  such action  could cause an Adverse  REMIC
Event to occur  with  respect  to any  REMIC  created  hereunder,  and no such
Person  shall take any action or cause the Trust Fund to take any such  action
as to which the Trust  Administrator has advised it in writing that an Adverse
REMIC Event could occur. The Trustee and the Trust  Administrator  may consult
with counsel to make such written advice,  and the cost of same shall be borne
by the party seeking to take action not permitted by this Agreement.

            At  all  times  as  may  be  required  by  the  Code,   the  Trust
Administrator  will,  to the extent  within its  control  and the scope of its
duties more specifically set forth herein,  maintain  substantially all of the
assets of each REMIC  created  hereunder as  "qualified  mortgages" as defined
in  Section 860G(a)(3)  of the Code and "permitted  investments" as defined in
Section 860G(a)(5) of the Code.

(g)   In the event  that any tax is imposed on  "prohibited  transactions"  of
any REMIC created hereunder,  as defined in Section 860F(a)(2) of the Code, on
"net  income  from  foreclosure   property"  of  such  REMIC,  as  defined  in
Section 860G(c)  of the  Code,  on any  contributions  to a  REMIC  after  the
Startup Day therefor  pursuant to  Section 860G(d)  of the Code,  or any other
tax is imposed by the Code or any applicable  provisions of state or local tax
laws, such tax shall be charged (i) to the related Servicer,  if such Servicer
has in its sole  discretion  determined  to  indemnify  the Trust Fund against
such  tax or if such  tax  arises  out of or  results  from a  breach  of such
Servicer's  duties under (x)  Section 2.07(j)  of this  Agreement to not enter
into  any  arrangement  by  which  a  REMIC  would  receive  a  fee  or  other
compensation  for  services or to permit such REMIC to receive any income from
assets  other than  "qualified  mortgages"  or  "permitted  investments,"  (y)
Section 3.01 of this Agreement to not make or permit any modification,  waiver
or  amendment  of any  Mortgage  Loan  which  would  cause any  REMIC  created
hereunder  to fail to  qualify as a REMIC or result in the  imposition  of any
tax   under   Section 860F(a)   or   Section 860G(d)   of  the   Code  or  (z)
Section 3.11(c)  of this  Agreement  to not cause any REO  Property to fail to
qualify as "foreclosure  property" within the meaning of Section 860G(a)(8) of
the Code or to subject any REMIC  created  hereunder to the  imposition of any
federal,  state or local income taxes on the income earned from such Mortgaged
Property under  Section 860G(c)  of the Code of otherwise,  (ii) to the Master
Servicer,  if such tax arises  out of or  results  from a breach by the Master
Servicer  of any of its  obligations  under  this  Agreement  or if the Master
Servicer has in its sole  discretion  determined  to indemnify  the Trust Fund
against such tax, (iii) to the Trust Administrator,  if such tax arises out of
or results from a breach by the Trust  Administrator of any of its obligations
under  this  Article  II,  (iv) to the  Trustee,  if such tax arises out of or
results  from a breach by the  Trustee  of any of its  obligations  under this
Article II or (v)  otherwise  against  amounts  on  deposit in the  Collection
Account as provided by Section 3.08 and on the Distribution  Date(s) following
such  reimbursement  the  aggregate  of  such  taxes  shall  be  allocated  in
reduction of the Interest  Distribution  Amount on each Class entitled thereto
in the  same  manner  as if  such  taxes  constituted  a  Prepayment  Interest
Shortfall.

            In accordance  with  Section 2.07(c),  the related  Servicer,  the
Master Servicer, the Trustee or the Trust Administrator,  as applicable, shall
promptly  deposit  in  the  Certificate  Account  or  Collection  Account,  as
applicable, any amount of such tax.

            For purposes of this  Section 2.07(g),  a tax is imposed following
the final and unappealable  determination under the Code of the amount of such
tax and written  notice  thereof by the Tax Matters  Person to the party to be
charged.

            The  failure of the Master  Servicer  or the  related  Servicer to
promptly  deposit  in  the  Certificate  Account  or  Collection  Account,  as
applicable,  any amount of such tax shall be an Event of Default,  as provided
in Section 8.01(b).

(h)   The  Trust  Administrator   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 or as otherwise may be required by the
REMIC Provisions.

(i)   Following  the Startup Day,  none of any  Servicer,  the Trustee  (which
will act only at the  direction  of the Trust  Administrator  or as  otherwise
specifically  provided in this  Agreement)  or the Trust  Administrator  shall
accept  any  contributions  of assets to any REMIC  created  hereunder  unless
(subject  to   Section 2.05)   such   Servicer,   the  Trustee  or  the  Trust
Administrator  shall have  received  an Opinion of Counsel  (at the expense of
the party seeking to make such  contribution) to the effect that the inclusion
of such  assets in a REMIC  will not cause  that REMIC to fail to qualify as a
REMIC at any time that any  Certificates  are  outstanding,  or  subject  that
REMIC to any tax under the REMIC Provisions or other applicable  provisions of
federal, state and local law or ordinances.

(j)   None of any Servicer,  the Trustee (which will act only at the direction
of the Trust  Administrator  or as  otherwise  specifically  provided  in this
Agreement) or the Trust  Administrator  shall (subject to Section 2.05)  enter
into  any   arrangement  by  which  a  REMIC  will  receive  a  fee  or  other
compensation  for  services  nor permit  such REMIC to receive any income from
assets other than "qualified  mortgages" as defined in  Section 860G(a)(3)  of
the Code or "permitted  investments" as defined in  Section 860G(a)(5)  of the
Code.

(k)   Within 30 days after the Closing  Date,  the Trust  Administrator  shall
apply to the Internal  Revenue Service for an employer  identification  number
for each REMIC created  hereunder by means of a Form SS-4 or other  acceptable
means and  prepare  and file with the  Internal  Revenue  Service  Form  8811,
"Information  Return for Real Estate Mortgage  Investment Conduits (REMIC) and
Issuers of Collateralized Debt Obligations" for each REMIC created hereunder.

(l)   None of the Trustee  (which will act only at the  direction of the Trust
Administrator or as otherwise  specifically  provided in this Agreement),  the
Trust  Administrator,  the Master Servicer or any Servicer shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection  with (i)
the default,  imminent  default or foreclosure  of a Mortgage Loan,  including
but not limited to, the acquisition or sale of a Mortgaged  Property  acquired
by deed in lieu of  foreclosure,  (ii) the  bankruptcy  of any  REMIC  created
hereunder,  (iii) the termination of any REMIC created  hereunder  pursuant to
Article X of this  Agreement or (iv) a purchase of Mortgage  Loans pursuant to
Article II or III of this  Agreement) nor acquire any assets for a REMIC,  nor
sell  or  dispose  of  any  investments  in  the  Collection  Account  or  the
Certificate  Account  for gain nor accept any  contributions  to a REMIC after
the Closing  Date (a) unless it has  received an Opinion of Counsel  that such
sale,  disposition,  substitution or acquisition will not affect adversely the
status of any REMIC  created  hereunder  as a REMIC or (b)  unless  the Master
Servicer or such Servicer has  determined in its sole  discretion to indemnify
the Trust Fund against such tax.

(m)   In order to enable the Trust  Administrator to perform its duties as set
forth herein,  the  Depositor  shall  provide,  or cause to be provided to the
Trust  Administrator,  within ten days after the Closing Date, all information
or data the Trust Administrator  determines to be relevant for tax purposes to
the valuations and offering  prices of the  Certificates,  including,  without
limitation,  the price, yield,  prepayment assumption and projected cash flows
of the Certificates and the Mortgage Loans and the Trust  Administrator  shall
be  entitled  to rely  upon  any  and all  such  information  and  data in the
performance of its duties set forth herein.  Thereafter,  the Master  Servicer
shall  provide,   promptly  upon  request   therefor,   any  such   additional
information or data that the Trustee or the Trust  Administrator may from time
to time  reasonably  request  in order to  enable  the  Trustee  and the Trust
Administrator  to perform their duties as set forth herein and the Trustee and
the  Trust  Administrator  shall  be  entitled  to rely  upon any and all such
information  and data in the  performance  of its  duties  set  forth  herein.
DLJMC shall  indemnify  the Trust  Administrator  and hold it harmless for any
loss,  liability,  damage, claim or expense of the Trust Administrator arising
from any  failure of the  Depositor  to provide,  or to cause to be  provided,
accurate  information  or data to the Trust  Administrator  on a timely basis.
The Master  Servicer shall  indemnify the Trustee and the Trust  Administrator
and hold it harmless for any loss, liability,  damage, claim or expense of the
Trustee  and the Trust  Administrator  arising  from any failure of the Master
Servicer to provide, or to cause to be provided,  accurate information or data
required to be  provided  by the Master  Servicer to the Trustee and the Trust
Administrator  on a timely  basis;  provided,  however,  that if any  Servicer
shall fail to provide  such  information  to the Master  Servicer  upon timely
request for such  information  by the Master  Servicer,  that  Servicer  shall
indemnify the Master  Servicer,  the Trustee and the Trust  Administrator  and
hold it  harmless  for any loss,  liability,  damage,  claim or expense of the
Master  Servicer,  the Trustee and the Trust  Administrator  arising  from any
failure  of  that  Servicer  to  provide,  or to  cause  to be  provided,  the
information   referred  to  above  on  a  timely  basis.  The  indemnification
provisions  hereunder  shall  survive the  termination  of this  Agreement and
shall extend to any co-trustee and co-Trust  Administrator  appointed pursuant
to this Agreement.

(n)   The Trust  Administrator  shall treat the Basis Risk  Reserve Fund as an
outside  reserve  fund within the meaning of Treasury  Regulation  1.860G 2(h)
that is owned by the  Holders of the Class X  Certificates  and that is not an
asset of any REMIC created hereunder.  The Trust  Administrator  shall account
for the rights of the Holders of the LIBOR  Certificates  to receive  payments
from the Basis Risk  Reserve  Fund as rights in an interest  rate cap contract
written  by the  Class X  Certificateholders  in favor of the  Holders  of the
LIBOR Certificates and not as an obligation of REMIC III,  whose obligation to
pay such  Certificates will be subject to a cap equal to the Group 1 Net Funds
Rate and shall  account for such rights as property  held  separate  and apart
from  the  regular  interests  as  required  by  Treasury  regulation  section
1.860G-2(i).  Any  amounts  transferred  to the  Basis  Risk  Reserve  Fund by
REMIC III shall be treated as a distribution  to the Class X Certificates.  In
addition, the Class X Certificateholders  shall be deemed to have entered into
a contractual arrangement with the Class AR and Class AR-L  Certificateholders
whereby the Class AR  and  Class AR-L  Certificateholders  agree to pay to the
Class X  Certificateholders  on each  Distribution Date amounts that would, in
the absence of such contractual  agreement,  be distributable  with respect to
the residual interest in REMIC III pursuant to Section 4.08(b)  and (e) (which
amounts are expected to be zero).  Thus the Holders of the LIBOR  Certificates
shall be treated  as  representing  ownership  of not only  REMIC III  regular
interests,  but  also  ownership  of an  interest  in  an  interest  rate  cap
contract.  Each Class X  Certificate  shall  represent an obligation  under an
interest rate cap  contract.  For purposes of  determining  the issue price of
REMIC III regular  interests,  the Trust  Administrator  shall assume that the
interest rate cap contract has a value of $5,000.

SECTION 2.08.     Covenants of the Master Servicer and each Servicer.

            The Master Servicer and each Servicer,  severally and not jointly,
hereby covenants to the Depositor,  the Trustee and the Trust Administrator as
follows:

(a)   Such Servicer or the Master  Servicer shall comply in the performance of
its   obligations   under  this  Agreement  with  all  reasonable   rules  and
requirements of the insurer under each Mortgage Guaranty Insurance Policy; and

(b)   No written information,  certificate of an officer,  statement furnished
in writing or written report delivered to the Depositor,  any affiliate of the
Depositor,  the Trustee or the Trust  Administrator and prepared by the Master
Servicer or such Servicer  pursuant to this  Agreement will contain any untrue
statement of a material fact.

                                 ARTICLE III

                         ADMINISTRATION AND SERVICING
                              OF MORTGAGE LOANS

SECTION 3.01.     Servicers to Service Mortgage Loans.

            For  and on  behalf  of  the  Certificateholders,  as  independent
contractors of the Trust, (i) each Servicer,  severally and not jointly, shall
service  and   administer  the  related   Non-Designated   Mortgage  Loans  in
accordance  with the  terms of this  Agreement  and  with  Accepted  Servicing
Practices,  (ii) the Master Servicer shall, in accordance with Section 3.03 of
this  Agreement,  master service and administer  the  Non-Designated  Mortgage
Loans  by  overseeing  and  enforcing  the  servicing  of  the  Non-Designated
Mortgage  Loans  by the  related  Servicer  according  to the  terms  of  this
Agreement  and  (iii)  the  Master  Servicer  shall,  in  accordance  with the
Section 3.22 of this  Agreement,  master service and administer the Designated
Mortgage  Loans by overseeing  and  enforcing the servicing of the  Designated
Mortgage  Loans  by the  Designated  Servicer  according  to the  terms of the
Designated  Servicing  Agreement.  The  obligations  of each of SPS and  Wells
Fargo  hereunder to service and administer the Mortgage Loans shall be limited
to the SPS Serviced  Mortgage Loans and Wells Fargo Serviced  Mortgage  Loans,
respectively;  and  with  respect  to  the  duties  and  obligations  of  each
Servicer,  references  herein to related  "Mortgage Loans" shall be limited to
the SPS Serviced  Mortgage Loans (and the related proceeds thereof and related
REO  Properties)  in the case of SPS,  and the Wells Fargo  Serviced  Mortgage
Loans (and the related  proceeds  thereof and related REO  Properties)  in the
case  of  Wells  Fargo;   and  in  no  event  shall  any  Servicer   have  any
responsibility  or liability with respect to any of the other Mortgage  Loans.
The  Master  Servicer  is  obligated  to master  service  and  administer  the
Non-Designated   Mortgage   Loans.  In  connection  with  such  servicing  and
administration of the  Non-Designated  Mortgage Loans, the Master Servicer and
each  Servicer  shall  have full  power and  authority,  acting  alone  and/or
through  Subservicers as provided in Section 3.02 hereof, to do or cause to be
done any and all things that it may deem  necessary or desirable in connection
with such  servicing  and  administration,  including  but not limited to, the
power and  authority,  subject to the terms hereof (i) to execute and deliver,
on behalf of the  Certificateholders  and the  Trust,  customary  consents  or
waivers and other  instruments and documents,  (ii) to consent to transfers of
any  Mortgaged  Property and  assumptions  of the  Mortgage  Notes and related
Mortgages  (but  only in the  manner  provided  in this  Agreement),  (iii) to
collect any Insurance  Proceeds and other  Liquidation  Proceeds,  and (iv) to
effectuate  foreclosure or other  conversion of the ownership of the Mortgaged
Property  securing  any  Mortgage  Loan;  provided  that  neither  the  Master
Servicer  nor a Servicer  shall take any action that is  inconsistent  with or
prejudices  the interests of the Trust Fund or the  Certificateholders  in any
Mortgage Loan or the rights and interests of the Depositor,  the Trustee,  the
Trust  Administrator  or the  Certificateholders  under  this  Agreement.  The
Master  Servicer and each Servicer  shall  represent and protect the interests
of the Trust  Fund in the same  manner as it  protects  its own  interests  in
mortgage  loans in its own  portfolio in any claim,  proceeding  or litigation
regarding  a Mortgage  Loan,  and shall not make or permit  any  modification,
waiver or amendment of any  Mortgage  Loan that would cause any REMIC  created
hereunder  to fail to  qualify as a REMIC or result in the  imposition  of any
tax under  Section 860F(a)  or  Section 860G(d)  of the Code. Without limiting
the generality of the  foregoing,  the Master  Servicer and each Servicer,  in
its own  name or in the  name  of the  Depositor  and  the  Trust,  is  hereby
authorized  and  empowered  by  the   Depositor,   the  Trust  and  the  Trust
Administrator,   when  the  Master  Servicer  or  such  Servicer  believes  it
appropriate in its reasonable  judgment,  to execute and deliver, on behalf of
the  Trust,  the  Trustee,  the  Trust  Administrator,   the  Depositor,   the
Certificateholders  or any of them, 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 with respect
to the Mortgaged  Properties  held for the benefit of the  Certificateholders.
The  Master  Servicer  and each  Servicer  shall  prepare  and  deliver to the
Depositor  and/or the Trustee  and/or the Trust  Administrator  such documents
requiring  execution  and delivery by either or both of them as are  necessary
or  appropriate  to enable  the Master  Servicer  or such  Servicer  to master
service and  administer  or service and  administer  the  Mortgage  Loans,  as
applicable,  to the extent that the Master  Servicer  or such  Servicer is not
permitted  to execute and deliver  such  documents  pursuant to the  preceding
sentence.  Upon receipt of such  documents,  the Depositor  and/or the Trustee
or the Trust  Administrator  shall execute such  documents and deliver them to
the Master Servicer or such Servicer.

            In accordance  with the  standards of the first  paragraph of this
Section 3.01  and  unless  determined  in good  faith  to be a  Nonrecoverable
Advance,  each  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  related to the  Non-Designated  Mortgage  Loans,
which advances constitute  Servicing Advances and shall be reimbursable in the
first  instance  from  related  collections  from the  Mortgagors  pursuant to
Section 3.06,  and further as provided in  Section 3.08.  In no event will any
Servicer be required to make any Servicing  Advance  which would  constitute a
Nonrecoverable  Advance.  The  costs  incurred  by  a  Servicer,  if  any,  in
effecting  the  timely  payments  of taxes and  assessments  on the  Mortgaged
Properties related to the Non-Designated  Mortgage Loans and related insurance
premiums shall not, for the purpose of calculating  monthly  distributions  to
the  Certificateholders,  be added to the  Stated  Principal  Balances  of the
related Non-Designated Mortgage Loans,  notwithstanding that the terms of such
Non-Designated Mortgage Loans so permit.

            Each  Servicer  hereby  acknowledges  that,  to  the  extent  such
Servicer has previously  serviced some or all of the  Non-Designated  Mortgage
Loans pursuant to another  servicing  agreement,  the provisions  contained in
this  Agreement  shall  supersede  the  provisions  contained  in  such  other
servicing  agreement from and after the Closing Date,  except as  specifically
provided in the related  Servicer Letter  Agreement.  In addition,  the Master
Servicer  hereby  acknowledges  that, to the extent the Master Servicer or the
Designated  Servicer has  previously  serviced  some or all of the  Designated
Mortgage  Loans  pursuant  to  another  servicing  agreement,  the  provisions
contained  in  the  Designated   Servicing   Agreement   shall  supersede  the
provisions  contained  in such other  servicing  agreement  from and after the
Closing Date.

            Notwithstanding  anything to the contrary in this Agreement,  with
respect to any action which  according to the terms of this Agreement is to be
performed by the Master  Servicer  and the  applicable  Servicer,  the related
Servicer  shall have an  obligation  to perform  such  action,  and the Master
Servicer in its capacity as successor  servicer  shall also have an obligation
to perform such action, but only if the related Servicer fails to do so.

            Notwithstanding  anything in this  Agreement to the contrary,  the
purchase  of any Wells Fargo  Serviced  Mortgage  Loan by any Person  shall be
subject to the rights of Wells  Fargo to continue  servicing  such Wells Fargo
Serviced  Mortgage Loan for the same servicing fee substantially in accordance
with the terms of this Agreement.

            With respect to each  Mortgage  Loan,  the related  Servicer  will
fully  furnish,  in  accordance  with the Fair  Credit  Reporting  Act and its
implementing regulations,  accurate and complete information  (e.g., favorable
and  unfavorable) on its borrower credit files to Equifax,  Experian and Trans
Union Credit Information Company, on a monthly basis.

            Each  Servicer is  authorized  and  empowered by the  Trustee,  on
behalf of the  Certificateholders  and the Trustee,  in its own name or in the
name of any Subservicer,  when a Servicer or any Subservicer,  as the case may
be,  believes it  appropriate  in its best  judgment  to register  any related
Mortgage Loan on the MERS® System,  or cause the removal from the registration
of such Mortgage Loan on the MERS® System,  to execute and deliver,  on behalf
of the  Trustee  and  the  Certificateholders  or any of  them,  any  and  all
instruments of assignment  and other  comparable  instruments  with respect to
such assignment or  re-recording of a Mortgage in the name of MERS,  solely as
nominee for the Trustee and its successors and assigns.

SECTION 3.02.     Subservicing; Enforcement of the Obligations of
                              Subservicers.

(a)   The  Non-Designated  Mortgage  Loans may be subserviced by a Subservicer
on behalf of the related Servicer in accordance with the servicing  provisions
of this Agreement,  provided that the Subservicer is a FNMA-approved lender or
a FHLMC  seller/servicer in good standing.  With respect to the Non-Designated
Mortgage   Loans,   each   Servicer   may   perform   any  of  its   servicing
responsibilities  hereunder or may cause the  Subservicer  to perform any such
servicing  responsibilities on its behalf, but the use by such Servicer of the
Subservicer  shall  not  release  such  Servicer  from any of its  obligations
hereunder and such Servicer  shall remain  responsible  hereunder for all acts
and omissions of the  Subservicer  as fully as if such acts and omissions were
those of such Servicer.  With respect to the  Non-Designated  Mortgage  Loans,
each Servicer  shall pay all fees and expenses of any  Subservicer  engaged by
such Servicer from its own funds.

            Notwithstanding the foregoing,  with respect to the Non-Designated
Mortgage  Loans,  each  Servicer  shall be entitled to  outsource  one or more
separate  servicing  functions to a Person (each, an  "Outsourcer")  that does
not meet  the  eligibility  requirements  for a  Subservicer,  so long as such
outsourcing  does not constitute the delegation of such Servicer's  obligation
to  perform  all  or  substantially  all  of  the  servicing  of  the  related
Non-Designated  Mortgage Loans to such  Outsourcer.  In such event, the use by
a Servicer of any such Outsourcer  shall not release the related Servicer from
any of its  obligations  hereunder and such Servicer shall remain  responsible
hereunder  for all acts and  omissions of such  Outsourcer as fully as if such
acts and omissions  were those of such  Servicer,  and such Servicer shall pay
all fees and expenses of the Outsourcer from such Servicer's own funds.

            Each  Servicer  may in  connection  with its  duties  as  Servicer
hereunder enter into transactions  with any of its Affiliates  relating to the
Non-Designated  Mortgage  Loans;  provided that (a) such  Servicer acts (i) in
accordance with Accepted Servicing  Practices and the terms of this Agreement,
and (ii) in the  ordinary  course of  business of such  Servicer;  and (b) the
terms of such  transaction  are no less  favorable  to such  Servicer  than it
would obtain in a comparable  arm's-length  transaction  with a Person that is
not an Affiliate of such  Servicer.  Notwithstanding  the preceding  sentence,
any such  transaction  between a Servicer and any of its Affiliates  shall not
release such Servicer from any of its obligations  hereunder and such Servicer
shall  remain  responsible  hereunder  for  all  acts  and  omissions  of such
Affiliate  with respect to such Mortgage  Loans  serviced by it as fully as if
such acts and  omissions  were those of such  Servicer.  Any fees and expenses
relating to such transaction  between such Servicer and its Affiliate that are
not otherwise  reimbursable to such Servicer  pursuant to this Agreement shall
be borne by the  parties  thereto  and shall not be an  expense  or fee of the
Trust, the Depositor, the Trustee, the Trust Administrator,  the Seller or the
Master Servicer.

(b)   With  respect  to any  Non-Designated  Mortgage  Loans,  at the cost and
expense of a Servicer,  without any right of reimbursement from the Depositor,
the Trustee,  the Trust  Administrator or the applicable  Collection  Account,
such Servicer  shall be entitled to terminate the rights and  responsibilities
of its  Subservicer  and  arrange  for any  servicing  responsibilities  to be
performed by a successor  Subservicer  meeting the  requirements  set forth in
Section 3.02(a),  provided,  however,  that nothing  contained herein shall be
deemed to prevent or prohibit such Servicer,  at such Servicer's option,  from
electing to service the related  Non-Designated  Mortgage Loans itself. In the
event that a Servicer's  responsibilities  and duties under this Agreement are
terminated pursuant to Section 8.01,  and if requested to do so by the Trustee
or Trust  Administrator  or such Servicer  shall,  at its own cost and expense
terminate the rights and  responsibilities  of its  Subservicer  as soon as is
reasonably  possible.  Each Servicer shall pay all fees, expenses or penalties
necessary  in  order to  terminate  the  rights  and  responsibilities  of its
Subservicer  from such Servicer's own funds without any right of reimbursement
from  the  Depositor,   Trustee,   Trust  Administrator,   or  the  applicable
Collection Account.

(c)   Notwithstanding  any of the  provisions  of this  Agreement  relating to
agreements  or  arrangements  between  a  Servicer  and its  Subservicer  or a
Servicer and its Outsourcer,  or any reference herein to actions taken through
the Subservicer,  the Outsourcer, or otherwise, the related Servicer shall not
be relieved of its  obligations  to the  Depositor,  the Trust,  Trustee,  the
Trust Administrator or  Certificateholders  and shall be obligated to the same
extent and under the same terms and  conditions as if it alone were  servicing
and  administering  the related  Non-Designated  Mortgage Loans. Each Servicer
shall be  entitled  to  enter  into an  agreement  with  its  Subservicer  and
Outsourcer  for  indemnification  of  such  Servicer  by such  Subservicer  or
Outsourcer,  as applicable,  and nothing  contained in this Agreement shall be
deemed to limit or modify such indemnification.

            For  purposes  of this  Agreement,  a Servicer  shall be deemed to
have  received any  collections,  recoveries  or payments  with respect to the
related  Non-Designated   Mortgage  Loans  that  are  received  by  a  related
Subservicer   regardless   of  whether  such  payments  are  remitted  by  the
Subservicer to such Servicer.

            Any Subservicing  Agreement and any other transactions or services
relating to the  Non-Designated  Mortgage Loans involving a Subservicer  shall
be deemed to be between the  Subservicer,  and the related Servicer alone, and
the Depositor, the Trustee, the Trust Administrator,  the Master Servicer, the
other Servicers and the Special Servicer shall have no obligations,  duties or
liabilities  with respect to a Subservicer  including no  obligation,  duty or
liability  of the  Depositor,  Trustee,  the Trust  Administrator,  the Master
Servicer,  the Special Servicer or other Servicers to pay a Subservicer's fees
and expenses.

(d)   SPS is hereby  authorized  to enter into a financing  or other  facility
(any such  arrangement,  a "Facility")  under which (i) SPS assigns or pledges
to another  person (a "Lender")  (A) SPS's  rights under this  Agreement to be
reimbursed for any Advances or Servicing Advances,  and (B) any and all rights
of  SPS  under  this  Agreement   resulting  from  SPS's  performance  of  its
obligations  under  this  Agreement,   including,   without  limitation,   any
Servicing  Fees,  interest  income,   Ancillary  Income,  and  other  payments
received by SPS for  servicing  the SPS Serviced  Mortgage  Loans and (ii) the
Lender agrees to fund some or all Advances and/or Servicing  Advances required
to be made by SPS  pursuant  to this  Agreement.  No consent  of the  Trustee,
Trust Administrator,  Certificateholders or any other party is required before
SPS may enter into a  Facility;  provided,  however,  that the  consent of the
Trust  Administrator  shall be required before SPS may cause to be outstanding
at one time more  than one  Facility.  Notwithstanding  the  existence  of any
Facility,  SPS shall  remain  obligated  pursuant  to this  Agreement  to make
Advances  and  Servicing   Advances  pursuant  to  and  as  required  by  this
Agreement,  and to  perform  all  duties  and  obligations  of SPS under  this
Agreement  and shall not be  relieved  of such  obligations  by virtue of such
Facility.

(e)   The Special  Servicer is hereby  authorized to enter into a financing or
other  facility  (any such  arrangement,  a  "Facility")  under  which (i) the
Special  Servicer  assigns or pledges to another  person (a "Lender")  (A) the
Special  Servicer's  rights  under this  Agreement  to be  reimbursed  for any
Advances  or  Servicing  Advances,  and (B) any and all rights of the  Special
Servicer   under  this  Agreement   resulting  from  the  Special   Servicer's
performance  of its  obligations  under  this  Agreement,  including,  without
limitation,  any Servicing Fees, interest income,  Ancillary Income, and other
payments  received by the Special  Servicer for servicing  the Mortgage  Loans
and (ii) the  Lender  agrees to fund  some or all  Advances  and/or  Servicing
Advances  required  to be  made  by the  Special  Servicer  pursuant  to  this
Agreement.    No    consent    of   the    Trustee,    Trust    Administrator,
Certificateholders  or any other party is required before the Special Servicer
may enter into a Facility;  provided,  however,  that the consent of the Trust
Administrator  shall be required  before the Special  Servicer may cause to be
outstanding  at  one  time  more  than  one  Facility.   Notwithstanding   the
existence  of any  Facility,  the  Special  Servicer  shall  remain  obligated
pursuant to this  Agreement to make Advances and Servicing  Advances  pursuant
to  and as  required  by  this  Agreement,  and  to  perform  all  duties  and
obligations  of the Special  Servicer  under this  Agreement  and shall not be
relieved of such obligations by virtue of such Facility.

SECTION 3.03.     Master Servicing by Master Servicer.

            For and on behalf of the  Certificateholders,  the Master Servicer
shall  oversee and enforce  the  obligation  of Wells Fargo and SPS to service
and  administer  the Wells  Fargo  Serviced  Mortgage  Loans and SPS  Serviced
Mortgage Loans,  respectively,  in accordance with the terms of this Agreement
and shall have full power and  authority to do any and all things which it may
deem  necessary or  desirable in  connection  with such master  servicing  and
administration.  In performing its obligations hereunder,  the Master Servicer
shall act in a manner  consistent  with this  Agreement and with customary and
usual  standards  of  practice  of prudent  mortgage  loan  master  servicers.
Furthermore,  the Master  Servicer  shall oversee and consult with Wells Fargo
and SPS as  necessary  from  time-to-time  to carry out the Master  Servicer's
obligations  hereunder,  shall  receive,  review  and  evaluate  all  reports,
information  and other data provided to the Master Servicer by Wells Fargo and
SPS and shall  cause each of Wells  Fargo and SPS to perform  and  observe the
covenants,  obligations  and  conditions  to be  performed or observed by such
Servicer under this Agreement.

            With respect to any  Distribution  Date, no later than the related
Cash   Remittance   Date,  the  Master  Servicer  shall  remit  to  the  Trust
Administrator  for  deposit  in the  Certificate  Account  the  amount  of the
Compensating  Interest  Payment for the Master  Servicer,  with respect to the
Wells Fargo  Serviced  Mortgage  Loans,  SPS Serviced  Mortgage  Loans and the
Designated  Mortgage Loans,  for the related  Prepayment  Period to the extent
Wells Fargo,  SPS or the Designated  Servicer  default in their  obligation to
make  such  Compensating  Interest  Payment  pursuant  to  Section 3.05.   The
aggregate  of such  deposits  shall be made  from the  Master  Servicer's  own
funds, without reimbursement therefor.

SECTION 3.04.     Trustee to Act as Master Servicer or Servicer.

            In the event that (A) the Master  Servicer shall for any reason no
longer be Master  Servicer  hereunder or (B) any Servicer shall for any reason
no longer be a Servicer  hereunder  and,  with  respect to any  Servicer,  the
Master  Servicer shall for any reason no longer be Master  Servicer  hereunder
(including,  in each case,  by reason of an Event of Default),  the Trustee or
its successor shall thereupon  assume all of the rights and obligations of the
Master Servicer or such Servicer  hereunder  arising  thereafter  (except that
the Trustee shall not be (i) liable for losses of the Master  Servicer or such
Servicer  pursuant  to  Section 3.09  hereof or any acts or  omissions  of the
related  predecessor of the Master Servicer or such Servicer  hereunder,  (ii)
obligated to make  Advances if it is  prohibited  from doing so by  applicable
law, (iii) obligated to effectuate  repurchases or  substitutions  of Mortgage
Loans hereunder  including,  but not limited to,  repurchases or substitutions
of Mortgage  Loans pursuant to  Section 2.02  or 2.03 hereof or (iv) deemed to
have made any  representations  and warranties of the Master  Servicer or such
Servicer  hereunder).  Any such  assumption  shall be subject to  Section 8.02
hereof.

            Each Servicer shall, upon request of the Trust Administrator,  but
at the expense of such  Servicer,  deliver to the assuming party all documents
and  records   relating  to  each   Subservicing   Agreement   or   substitute
Subservicing  Agreement and the Mortgage Loans then being serviced  thereunder
and hereunder by such Servicer and an accounting of amounts  collected or held
by it and  otherwise  use its best efforts to effect the orderly and efficient
transfer of the Subservicing  Agreement or substitute  Subservicing  Agreement
to the assuming party.

SECTION 3.05.     Collection of Mortgage Loans; Collection Accounts;
                              Certificate Account.

(a)   Continuously  from the date hereof until the  principal  and interest on
all   Non-Designated   Mortgage   Loans   have  been  paid  in  full  or  such
Non-Designated  Mortgage Loans have become  Liquidated  Mortgage  Loans,  each
Servicer  shall proceed in accordance  with  Accepted  Servicing  Practices to
collect all  payments  due under each of the related  Non-Designated  Mortgage
Loans when the same  shall  become  due and  payable to the extent  consistent
with this  Agreement  and the terms and  provisions  of any  related  Mortgage
Guaranty  Insurance  Policy and shall take  special  care with  respect to the
Non-Designated  Mortgage Loans for which a Servicer  collects  escrow payments
in  ascertaining  and  estimating  Escrow  Payments and all other charges that
will become due and payable with respect to the Non-Designated  Mortgage Loans
and the  related  Mortgaged  Properties,  to the  end  that  the  installments
payable by the related  Mortgagors  will be  sufficient to pay such charges as
and when they  become  due and  payable.  Consistent  with the  foregoing,  in
connection with Non-Designated  Mortgage Loans which it is directly servicing,
each Servicer may in its  discretion  (i) waive any late payment charge or any
prepayment  charge or penalty  interest in connection with the prepayment of a
Non-Designated  Mortgage  Loan and (ii) extend the Due Dates for  payments due
on a Mortgage Note for a period not greater than 180 days; provided,  however,
that no such  Servicer  can extend  the  maturity  of any such  Non-Designated
Mortgage  Loan past the date on which the final  payment  is due on the latest
maturing  Mortgage  Loan as of the  Cut-off  Date.  In the  event  of any such
arrangement,   the  related  Servicer  shall  make  Advances  on  the  related
Non-Designated   Mortgage   Loans  in  accordance   with  the   provisions  of
Section 5.01  during the scheduled  period in accordance with the amortization
schedule of such Mortgage Loan without  modification thereof by reason of such
arrangements.   No  Servicer  shall  be  required  to  institute  or  join  in
litigation  with  respect  to  collection  of any  payment  (whether  under  a
Mortgage,  Mortgage  Note or otherwise  or against any public or  governmental
authority with respect to a taking or condemnation) if it reasonably  believes
that enforcing the provision of the Mortgage or other  instrument  pursuant to
which such payment is required is prohibited by applicable law.

(b)   Each Servicer shall  segregate and hold all funds collected and received
pursuant to a Non-Designated  Mortgage Loan separate and apart from any of its
own funds and general  assets and shall  establish  and  maintain  one or more
Collection  Accounts,  in the form of time deposit or demand accounts,  titled
"[Servicer's  name],  in trust for the  Holders of  Adjustable  Rate  Mortgage
Trust  2004-3,  Adjustable  Rate  Mortgage-Backed  Pass-Through  Certificates,
Series  2004-3" or, if  established  and maintained by a Subservicer on behalf
of a  Servicer,  "[Subservicer's  name],  in trust for  [Servicer's  name]" or
"[Subservicer's  name],  as agent,  trustee  and/or  bailee of  principal  and
interest  custodial account for [Servicer's name], its successors and assigns,
for various owners of interest in  [Servicer's  name]  mortgage-backed  pools.
In the event that a Subservicer employs a subservicer,  the Collection Account
shall  be  titled  "[name  of   Subservicer's   subservicer],   in  trust  for
[Subservicer's  name]." Each  Collection  Account  maintained by each Servicer
(other than Wells  Fargo),  shall be an  Eligible  Account  acceptable  to the
Depositor and the Trust  Administrator.  Each Collection Account maintained by
Wells Fargo shall be an Eligible  Account.  Funds  deposited  in a  Collection
Account  may  be  drawn  on  by  the  related   Servicer  in  accordance  with
Section 3.08.  Any funds  deposited  in a Collection  Account  shall either be
invested in Eligible  Investments or at all times be fully insured to the full
extent permitted under applicable law.

(c)   Each Servicer  shall deposit in the applicable  Collection  Account on a
daily basis,  unless otherwise  indicated,  and retain therein,  the following
collections  remitted by  Subservicers  or payments  received by such Servicer
and payments made by such Servicer  subsequent to the Cut-off Date, other than
payments of principal and interest due on or before the Cut-off Date:

(i)   all  payments  on account of  principal  on the  related  Non-Designated
      Mortgage Loans, including all Principal Prepayments;
(ii)  all  payments  on  account of  interest  on the  related  Non-Designated
      Mortgage  Loans  adjusted  to the per annum rate  equal to the  Mortgage
      Rate reduced by the sum of the related Expense Fee Rate, as applicable;

(iii) all Liquidation Proceeds on the related Non-Designated Mortgage Loans;

(iv)  all  Insurance  Proceeds on the related  Non-Designated  Mortgage  Loans
      including  amounts  required to be  deposited  pursuant to  Section 3.09
      (other  than  proceeds  to be held in the Escrow  Account and applied to
      the  restoration or repair of the Mortgaged  Property or released to the
      Mortgagor in accordance with Section 3.09);

(v)   all Advances made by such Servicer pursuant to Section 5.01;

(vi)  no later than the  withdrawal  from the Collection  Account  pursuant to
      Section 3.08(a)(viii)   each  month,   the  applicable   amount  of  the
      Compensating   Interest  Payment  for  such  Servicer  for  the  related
      Prepayment  Period.  The aggregate of such  deposits  shall be made from
      such Servicer's own funds, without reimbursement therefore;

(vii) any amounts  required to be deposited by such Servicer in respect of net
      monthly income from REO Property related to any Non-Designated  Mortgage
      Loan pursuant to Section 3.11; and

(viii)      any other amounts required to be deposited hereunder.

            The  foregoing  requirements  for  deposit  into  each  Collection
Account  shall be  exclusive,  it being  understood  and agreed that,  without
limiting the generality of the foregoing,  with respect to the  Non-Designated
Mortgage Loans,  Ancillary  Income need not be deposited by such Servicer into
such Collection Account.  In addition,  notwithstanding the provisions of this
Section 3.05,  each Servicer may deduct from amounts  received by it, prior to
deposit into the applicable  Collection Account,  any portion of any Scheduled
Payment  representing  (i) the applicable  Servicing Fee and (ii) with respect
to each  Non-Designated  Mortgage  Loan  covered  by a  Lender  Paid  Mortgage
Guaranty  Insurance  Policy,  any amounts required to effect timely payment of
the  premiums  on  such  Mortgage   Guaranty   Insurance  Policy  pursuant  to
Section 3.09(c).  In the event  that a  Servicer  shall  remit any  amount not
required  to  be  remitted,  it  may  at  any  time  withdraw  or  direct  the
institution  maintaining  the  related  Collection  Account to  withdraw  such
amount from such  Collection  Account,  any  provision  herein to the contrary
notwithstanding.   Such   withdrawal  or  direction  may  be  accomplished  by
delivering  written  notice  thereof to the Trustee or such other  institution
maintaining such Collection  Account which describes the amounts  deposited in
error in such  Collection  Account.  Each  Servicer  shall  maintain  adequate
records with respect to all  withdrawals  made by it pursuant to this Section.
All funds  deposited  in a Collection  Account  shall be held in trust for the
Certificateholders until withdrawn in accordance with Section 3.08(a).

(d)   On  or  prior  to  the  Closing  Date,  the  Trust  Administrator  shall
establish and maintain, on behalf of the  Certificateholders,  the Certificate
Account.  The Trust  Administrator  shall,  promptly upon receipt,  deposit in
the Certificate Account and retain therein the following:

(i)   the  aggregate  amount  remitted  by  each  Servicer  of  Non-Designated
      Mortgage    Loans   to   the    Trust    Administrator    pursuant    to
      Section 3.08(a)(viii)  and  (b) the  aggregate  amount  remitted  by the
      Designated  Servicer  to the  Master  Servicer  or  Trust  Administrator
      pursuant to the Designated Servicing Agreement;

(ii)  any  amount   deposited   by  the  Trust   Administrator   pursuant   to
      Section 3.05(e)  in connection with any losses on Eligible  Investments;
      and

(iii) all Compensating  Interest  Payments  remitted by the Master Servicer to
      the Trust Administrator pursuant to Section 3.03 and Section 3.22(b);

(iv)  all Advances remitted by the Master Servicer to the Trust  Administrator
      pursuant to Section 5.01 and Section 3.22(b); and

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

            In the event that the Master  Servicer  or a Servicer  shall remit
to the Trust Administrator any amount not required to be remitted,  the Master
Servicer or such  Servicer,  as  applicable,  may at any time direct the Trust
Administrator  to  withdraw  such  amount from the  Certificate  Account,  any
provision  herein  to the  contrary  notwithstanding.  Such  direction  may be
accomplished   by   delivering   an   Officer's   Certificate   to  the  Trust
Administrator   which  describes  the  amounts   deposited  in  error  in  the
Certificate  Account.  All funds deposited in the Certificate Account shall be
held by the Trust  Administrator  in trust for the  Certificate  holders until
disbursed in accordance  with this  Agreement or withdrawn in accordance  with
Section 3.08(b).  In no event shall the Trust  Administrator  incur  liability
for withdrawals  from the  Certificate  Account at the direction of the Master
Servicer or any Servicer.

(e)   Each  institution  at  which a  Collection  Account  or the  Certificate
Account is  maintained  shall either hold such funds on deposit  uninvested or
shall invest the funds therein as directed in writing by the related  Servicer
or the Trust  Administrator,  respectively,  in  Eligible  Investments,  which
shall mature not later than (i) in the case of a Collection Account,  the Cash
Remittance Date and (ii) in the case of the Certificate  Account, the Business
Day immediately  preceding the Distribution Date, or on the Distribution Date,
with respect to Eligible  Investments  invested with an affiliate of the Trust
Administrator,  and,  in each case,  shall not be sold or disposed or prior to
its  maturity.  All income and gain net of any losses  realized  from any such
balances or  investment  of funds on deposit in a Collection  Account shall be
for the benefit of the related  Servicer as servicing  compensation  and shall
be  remitted  to it monthly as  provided  herein.  The amount of any  realized
losses in a Collection  Account incurred in any such account in respect of any
such  investments  shall promptly be deposited by the related  Servicer in the
related Collection  Account.  Neither the Trustee nor the Trust  Administrator
shall  be  liable  for the  amount  of any loss  incurred  in  respect  of any
investment  or lack of  investment  of funds held in a Collection  Account and
made in  accordance  with this  Section 3.05.  All  income and gain net of any
losses  realized  from  any  such  investment  of  funds  on  deposit  in  the
Certificate  Account  shall be for the benefit of the Trust  Administrator  as
compensation  and shall be  remitted  to it monthly as  provided  herein.  The
amount of any realized losses in the Certificate  Account incurred in any such
account in respect of any such investments  shall promptly be deposited by the
Trust Administrator in the Certificate Account.

(f)   Each  Servicer,  other  than  Wells  Fargo,  shall  give  notice  to the
Trustee,  the Trust  Administrator,  each related Seller,  each Rating Agency,
and the  Depositor  of any  proposed  change of the  location  of the  related
Collection  Account  prior to any  change  thereof.  Wells  Fargo  shall  give
notice to the Depositor of any proposed  change of the location of the related
Collection  Account  prior to any change  thereof  and,  upon  receipt of such
notice,   the  Depositor   shall  give  notice  to  the  Trustee,   the  Trust
Administrator,   each  related  Seller  and  each  Rating  Agency.  The  Trust
Administrator  shall give  notice to the Master  Servicer  and each  Servicer,
each  Seller,  each  Rating  Agency,  the  Trustee  and the  Depositor  of any
proposed  change  of the  location  of the  Certificate  Account  prior to any
change thereof.

SECTION 3.06.     Establishment of and Deposits to Escrow Accounts; Permitted
                              Withdrawals from Escrow Accounts; Payments of
                              Taxes, Insurance and Other Charges.

(a)   To the extent  required by the related  Mortgage  Note and not violative
of applicable law, the applicable  Servicer shall segregate and hold all funds
collected   and  received   pursuant  to  a   Non-Designated   Mortgage   Loan
constituting  Escrow Payments separate and apart from any of its own funds and
general assets and shall  establish and maintain one or more Escrow  Accounts,
in the  form of time  deposit  or  demand  accounts,  titled,  in the  case of
Servicers  other than SPS and Wells Fargo,  "Adjustable  Rate  Mortgage  Trust
2004-3,  Adjustable Rate  Mortgage-Backed  Pass Through  Certificates,  Series
2004-3," in the case of Wells Fargo,  "Wells Fargo Bank, N.A., as Servicer for
Adjustable Rate Mortgage Trust 2004-3,  Adjustable Rate  Mortgage-Backed  Pass
Through  Certificates,  Series  2004-3,"  in the  case  of SPS,  "SPS  Capital
Corp., as Servicer for Adjustable Rate Mortgage Trust 2004-3,  Adjustable Rate
Mortgage-Backed Pass Through  Certificates,  Series 2004-3" or, if established
and  maintained  by a  Subservicer  on behalf of a  Servicer,  "[Subservicer's
name], in trust for  [Servicer's  name]" or  "[Subservicer's  name], as agent,
trustee   and/or  bailee  of  taxes  and  insurance   custodial   account  for
[Servicer's name], its successors and assigns,  for various owners of interest
in [Servicer's  name] mortgage  backed pools.  In the event that a Subservicer
employs  a  subservicer,  the  Escrow  Accounts  shall  be  titled  "[name  of
Subservicer's  subservicer]  in trust for  [Subservicer's  name].  The  Escrow
Accounts  shall be Eligible  Accounts.  Funds  deposited in the Escrow Account
may be drawn on by the related Servicer in accordance with Section 3.06(d).

(b)   Each  Servicer  shall  deposit  or cause to be  deposited  in its Escrow
Account or Accounts on a daily basis within two  Business  Days of receipt and
retain therein:

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

(ii)  all amounts  representing  Insurance Proceeds which are to be applied to
      the  restoration  or  repair  of any  Mortgaged  Property  related  to a
      Non-Designated Mortgage Loan.

(c)   Each Servicer  shall make  withdrawals  from the Escrow  Account only to
effect such  payments as are required  under this  Agreement,  as set forth in
Section 3.06(d).  Each Servicer  shall be entitled to retain any interest paid
on  funds   deposited  in  the  related   Escrow  Account  by  the  depository
institution,  other than interest on escrowed funds required by law to be paid
to the  Mortgagor.  To the extent  required by law,  the  applicable  Servicer
shall pay interest on escrowed  funds to the  Mortgagor  notwithstanding  that
the Escrow  Account may be non interest  bearing or that interest paid thereon
is insufficient for such purposes.

(d)   Withdrawals  from the Escrow  Account or Accounts  may be made or caused
to be made by the related Servicer only:

(i)   to effect timely  payments of ground rents,  taxes,  assessments,  water
      rates,  mortgage  insurance  premiums,  condominium  charges,  fire  and
      hazard insurance  premiums or other items  constituting  Escrow Payments
      for the related Mortgage;

(ii)  to reimburse  such Servicer for any Servicing  Advances made by the such
      Servicer with respect to a related  Non-Designated  Mortgage  Loan,  but
      only from amounts received on the related  Non-Designated  Mortgage Loan
      which represent late collections of Escrow Payments thereunder;

(iii) to  refund  to any  Mortgagor  any  funds  found to be in  excess of the
      amounts required under the terms of the related Non-Designated  Mortgage
      Loan;

(iv)  for transfer to the related  Collection  Account to reduce the principal
      balance of the related  Non-Designated  Mortgage Loan in accordance with
      the terms of the related Mortgage and Mortgage Note;

(v)   for application to restore or repair of the Mortgaged  Property  related
      to a  Non-Designated  Mortgage  Loan in accordance  with the  procedures
      outlined in Section 3.09(e);

(vi)  to  pay  to  the  related  Servicer,  or  any  Mortgagor  related  to  a
      Non-Designated  Mortgage  Loan  to  the  extent  required  by  law,  any
      interest paid on the funds deposited in such Escrow Account;

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

(viii)      to remove funds inadvertently  placed in the Escrow account by the
      related Servicer.

(e)   With  respect  to each  Non-Designated  Mortgage  Loan,  the  applicable
Servicer  shall  maintain  accurate  records  reflecting  the status of ground
rents and taxes and any other item which may become a lien  senior to the lien
of the related Mortgage and the status of Mortgage  Guaranty  Insurance Policy
premiums,  and fire and hazard insurance coverage and shall obtain,  from time
to  time,  all  bills  for the  payment  of such  charges  (including  renewal
premiums)  and shall effect or cause to be effected  payment  thereof prior to
the applicable penalty or termination date.

SECTION 3.07.     Access to Certain Documentation and Information Regarding
                              the Non-Designated Mortgage Loans; Inspections.

(a)   The Master  Servicer and each Servicer shall afford the  Depositor,  the
Trustee  and the Trust  Administrator  reasonable  access to all  records  and
documentation  regarding the  Non-Designated  Mortgage Loans and all accounts,
insurance  information  and other  matters  relating to this  Agreement,  such
access  being  afforded  without  charge,  but only  upon  reasonable  written
request  and during  normal  business  hours at the office  designated  by the
Master  Servicer or such  Servicer.  In addition,  each Servicer  shall afford
the  Master  Servicer  reasonable  access  to all  records  and  documentation
regarding  the  Non-Designated  Mortgage  Loans  and all  accounts,  insurance
information and other matters  relating to this  Agreement,  such access being
afforded without charge,  but only upon reasonable  written request and during
normal  business  hours  at  the  office  designated  by  such  Servicer.   In
addition,  each  Servicer  shall  provide to the Special  Servicer  reasonable
access to all records and documentation  regarding the Non-Designated Mortgage
Loans serviced by it that become Special Serviced Mortgage Loans.

(b)   Each Servicer,  separately with respect to the  Non-Designated  Mortgage
Loans each directly services,  shall inspect the related Mortgaged  Properties
as  often  as  deemed   necessary  by  such  Servicer  in  such  party's  sole
discretion,  to assure  itself  that the value of such  Mortgaged  Property is
being  preserved.  In addition,  if any  Non-Designated  Mortgage Loan is more
than  60  days  delinquent,  such  Servicer,  as  applicable,   shall  conduct
subsequent  inspections in accordance with Accepted Servicing  Practices or as
may be  required by the  primary  mortgage  guaranty  insurer.  Each  Servicer
shall keep a written or electronic report of each such inspection.

SECTION 3.08.     Permitted Withdrawals from the Collection Accounts and
                              Certificate Account.

(a)   Each  Servicer may from time to time make  withdrawals  from the related
Collection Account for the following purposes:

(i)   to pay to such Servicer (to the extent not  previously  retained by such
      Servicer) the servicing  compensation  to which it is entitled  pursuant
      to Section 3.14,  and to pay to such Servicer,  as additional  servicing
      compensation,  earnings on or investment income with respect to funds in
      or credited to such Collection Account;

(ii)  to reimburse  such Servicer for  unreimbursed  Advances made by it, such
      right of reimbursement  pursuant to this subclause (ii) being limited to
      amounts  received on the  Non-Designated  Mortgage Loan(s) in respect of
      which any such  Advance was made  (including  without  limitation,  late
      recoveries of payments,  Liquidation  Proceeds and Insurance Proceeds to
      the extent received by such Servicer);

(iii) to reimburse  such Servicer for any  Nonrecoverable  Advance  previously
      made or any amount expended pursuant to Section 3.11(a);

(iv)  to reimburse such Servicer for (A)  unreimbursed  Servicing  Advances or
      such Servicer's right to reimbursement  pursuant to this clause (A) with
      respect to any  Non-Designated  Mortgage  Loan being  limited to amounts
      received  on such  Non-Designated  Mortgage  Loan which  represent  late
      payments of principal and/or interest  (including,  without  limitation,
      Liquidation  Proceeds  and  Insurance  Proceeds  with  respect  to  such
      Mortgage  Loan)  respecting  which any such advance was made and (B) for
      unpaid Servicing Fees as provided in Section 3.11 hereof;

(v)   to pay to the purchaser,  with respect to each  Non-Designated  Mortgage
      Loan or property  acquired in respect  thereof  that has been  purchased
      pursuant to  Section 2.02,  2.03 or 3.11, all amounts  received  thereon
      after the date of such purchase;

(vi)  to make any payments required to be made pursuant to Section 2.07(g);

(vii) to withdraw  any amount  deposited  in such  Collection  Account and not
      required to be deposited therein;

(viii)      with respect to the  Non-Designated  Mortgage  Loans,  on the Cash
      Remittance  Date,  to  withdraw  an amount  equal to the portion of, the
      Available  Distribution Amount applicable to the Mortgage Loans serviced
      by such  Servicer,  who will remit the  aggregate of such amounts to the
      Trust Administrator for deposit in the Certificate Account;

(ix)  with respect to each  Non-Designated  Mortgage  Loan covered by a Lender
      Paid Mortgage  Guarantee  Insurance  Policy, to effect timely payment of
      the related premiums on such Mortgage  Guarantee  Insurance  Policy,  as
      applicable,  pursuant to Section 3.09(c),  to the extent not deducted by
      such Servicer  prior to deposit into the applicable  Collection  Account
      pursuant to Section 3.05(c); and

(x)   to clear and terminate such Collection  Account upon termination of this
      Agreement pursuant to Section 11.01 hereof.

            Each Servicer shall keep and maintain  separate  accounting,  on a
Non-Designated  Mortgage  Loan by  Mortgage  Loan  basis,  for the  purpose of
justifying  any withdrawal  from the related  Collection  Account  pursuant to
such  subclauses  (i), (ii), (iv) and (v). Prior to making any withdrawal from
a  Collection  Account  pursuant to  subclause  (iii) for  reimbursement  of a
Nonrecoverable  Advance,  the  related  Servicer  shall  deliver  to the Trust
Administrator  a certificate of a Servicing  Officer  indicating the amount of
any previous Advance or Servicing Advance  determined by such Servicer to be a
Nonrecoverable  Advance and  identifying the related  Non-Designated  Mortgage
Loans(s),  and their respective  portions of such  Nonrecoverable  Advance. In
connection  with  the  payment  of a  Purchase  Price,  if a  Servicer  is not
required to remit  unreimbursed  Advances and Servicing  Advances as specified
in the  definition of Purchase  Price,  such Servicer  shall be deemed to have
been reimbursed for such amount.

(b)   The  Trust  Administrator  shall  withdraw  funds  from the  Certificate
Account for  distributions to  Certificateholders,  in the manner specified in
this Agreement  (and to withhold from the amounts so withdrawn,  the amount of
any taxes that it is  authorized  to withhold  pursuant to  Section 2.07).  In
addition,  the Trust Administrator may from time to time make withdrawals from
the Certificate Account for the following purposes:

(i)   to  pay  to  itself  any  investment   income  earned  for  the  related
      Distribution  Date,  and to pay to itself  or the  Master  Servicer  any
      other  amounts  to  which  it or the  Master  Servicer  is  entitled  to
      reimbursement or payment under the terms of this Agreement;

(ii)  to  withdraw  and  return  to the  Master  Servicer  or  the  applicable
      Servicer  for deposit to the  applicable  Collection  Account any amount
      deposited  in the  Certificate  Account and not required to be deposited
      therein; and

(iii) to clear and terminate the Certificate  Account upon  termination of the
      Agreement pursuant to Section 11.01 hereof.

SECTION 3.09.     Maintenance of Hazard Insurance; Mortgage Impairment
                              Insurance and Mortgage Guaranty Insurance
                              Policy; Claims; Restoration of Mortgaged
                              Property.

(a)   Each   Servicer   shall  cause  to  be   maintained   for  each  related
Non-Designated  Mortgage Loan hazard  insurance  such that all buildings  upon
the related Mortgaged  Property are insured by a generally  acceptable insurer
rated either:  "V" or better in the current Best's Key Rating Guide ("Best's")
or  acceptable  to FNMA or FHLMC  against  loss by fire,  hazards of  extended
coverage  and such  other  hazards  as are  customary  in the area  where  the
Mortgaged  Property  is located,  in an amount  which is at least equal to the
lesser  of (i)  the  replacement  value  of  the  improvements  securing  such
Non-Designated  Mortgage  Loan and  (ii) the  greater  of (A) the  outstanding
principal balance of such Non-Designated  Mortgage Loan and (B) an amount such
that the proceeds of such policy shall be  sufficient to prevent the Mortgagor
and/or the mortgagee from becoming a co insurer.

            If upon  origination  of the  Non-Designated  Mortgage  Loan,  the
related  Mortgaged  Property was located in an area  identified in the Federal
Register by the Federal  Emergency  Management  Agency as having special flood
hazards  (and such  flood  insurance  has been made  available),  the  related
Servicer shall cause a flood  insurance  policy to be maintained  with respect
to  such   Non-Designated   Mortgage   Loan.   Such  policy   shall  meet  the
requirements   of   the   current   guidelines   of  the   Federal   Insurance
Administration and be in an amount  representing  coverage equal to the lesser
of  (i)  the  minimum  amount  required,  under  the  terms  of  coverage,  to
compensate  for any damage or loss on a replacement  cost basis (or the unpaid
principal  balance  of  the  mortgage  if  replacement  cost  coverage  is not
available  for the type of building  insured)  and (ii) the maximum  amount of
insurance which is available under the Flood Disaster  Protection Act of 1973,
as amended.

            If  a  Mortgage  related  to a  Non-Designated  Mortgage  Loan  is
secured by a unit in a condominium  project, the related Servicer shall verify
that the  coverage  required of the  owner's  association,  including  hazard,
flood,  liability,  and fidelity  coverage,  is being maintained in accordance
with the  requirements  of the related  Servicer  for  mortgage  loans that it
services on its own account.

            Each  Servicer  shall  cause to be  maintained  on each  Mortgaged
Property  related to a  Non-Designated  Mortgage  Loan such  other  additional
special hazard  insurance as may be required  pursuant to such applicable laws
and  regulations  as shall at any time be in force and as shall  require  such
additional  insurance,  or  pursuant  to  the  requirements  of  any  Mortgage
Guaranty  Insurance  Policy  insurer,  or as may be required  to conform  with
Accepted  Servicing  Practices to the extent  permitted by the Mortgage  Note,
the Mortgage or applicable  law provided that the related  Servicer  shall not
be required to bear the cost of such insurance.

            All policies  required  hereunder shall name the related  Servicer
as loss payee and shall be endorsed with standard or union mortgagee  clauses,
without  contribution,  which shall  provide for prior  written  notice of any
cancellation, reduction in amount or material change in coverage.

            Each Servicer shall not interfere with the Mortgagor's  freedom of
choice at the  origination of such  Non-Designated  Mortgage Loan in selecting
either his insurance carrier or agent,  provided,  however, that such Servicer
shall not accept any such insurance  policies from insurance  companies unless
such  companies are rated:  B:III or better in Best's or acceptable to FNMA or
FHLMC  and are  licensed  to do  business  in the  jurisdiction  in which  the
Mortgaged Property is located.  The related Servicer shall determine that such
policies  provide  sufficient risk coverage and amounts,  that they insure the
property owner, and that they properly describe the property address.

            Pursuant  to  Section 3.05,  any amounts  collected  by a Servicer
under any such  policies  (other than  amounts to be  deposited in the related
Escrow  Account  and  applied  to the  restoration  or repair  of the  related
Mortgaged Property,  or property acquired in liquidation of the Non-Designated
Mortgage  Loan, or to be released to the  Mortgagor,  in accordance  with such
Servicer's  normal  servicing  procedures)  shall be  deposited in the related
Collection Account (subject to withdrawal pursuant to Section 3.08(a)).

            Any cost incurred by a Servicer in maintaining  any such insurance
shall  not,  for the  purpose  of  calculating  monthly  distributions  to the
Certificateholders  or  remittances  to  the  Trust  Administrator  for  their
benefit,  be added to the  principal  balance of the  Non-Designated  Mortgage
Loan,  notwithstanding  that the terms of the Non-Designated  Mortgage Loan so
permit.   Such  costs  shall  constitute  a  Servicing  Advance  and  will  be
reimbursable to the related  Servicer to the extent  permitted by Section 3.08
hereof.  It is understood  and agreed that no  earthquake or other  additional
insurance  is to be  required  of any  Mortgagor  related to a  Non-Designated
Mortgage  Loan or  maintained  on  property  acquired in respect of a Mortgage
related  to a  Non-Designated  Mortgage  Loan  other  than  pursuant  to  such
applicable  laws and regulations as shall at any time be in force and as shall
require such additional insurance.

(b)   In the event that a Servicer  shall obtain and maintain a blanket policy
insuring  against losses arising from fire and hazards  covered under extended
coverage on all of the related  Non-Designated  Mortgage  Loans,  then, to the
extent  such  policy  provides  coverage  in an  amount  equal  to the  amount
required  pursuant to  Section 3.09(a)  and otherwise  complies with all other
requirements  of  Section 3.09(a),  it shall  conclusively  be  deemed to have
satisfied  its  obligations  as set  forth  in  Section 3.09(a).  Any  amounts
collected  by a Servicer  under any such policy  relating to a  Non-Designated
Mortgage Loan shall be deposited in the related  Collection Account subject to
withdrawal pursuant to  Section 3.08(a).  Such policy may contain a deductible
clause,  in which case, in the event that there shall not have been maintained
on the related  Mortgaged  Property a policy  complying with  Section 3.09(a),
and there  shall  have been a loss  which  would  have  been  covered  by such
policy,  the related Servicer shall deposit in the related  Collection Account
at the time of such loss the amount not  otherwise  payable  under the blanket
policy  because of such  deductible  clause,  such amount to be deposited from
such Servicer's funds,  without  reimbursement  therefor.  Upon request of the
Trust  Administrator,  a Servicer  shall  cause to be  delivered  to the Trust
Administrator  a certified  true copy of such policy and a statement  from the
insurer  thereunder  that  such  policy  shall in no event  be  terminated  or
materially  modified  without  30 days'  prior  written  notice  to the  Trust
Administrator.  In connection  with its  activities as Servicer of the related
Non-Designated  Mortgage Loans, such Servicer agrees to present,  on behalf of
itself,  the  Depositor,  and the Trust  Administrator  for the benefit of the
Certificateholders, claims under any such blanket policy.

(c)   With respect to each  Non-Designated  Mortgage Loan with a Loan-to-Value
Ratio in excess of 80% which the related  Seller  represented to be covered by
a Mortgage  Guaranty  Insurance  Policy as of the  Cut-off  Date,  the related
Servicer  shall,  without any cost to the  Depositor  or Trust  Administrator,
maintain  or cause the  Mortgagor  to  maintain  in full  force  and  effect a
Mortgage   Guaranty   Insurance   Policy   insuring   that   portion   of  the
Non-Designated  Mortgage  Loan in  excess  of 75% of  value,  and shall pay or
shall  cause the  Mortgagor  to pay,  the premium  thereon on a timely  basis,
until the loan-to-value ratio of such Non-Designated  Mortgage Loan is reduced
to 80%, based on either (i) a current  appraisal of the Mortgaged  Property or
(ii)  the  appraisal  of the  Mortgaged  Property  obtained  at the  time  the
Non-Designated  Mortgage Loan was originated.  In the event that such Mortgage
Guaranty  Insurance  Policy  shall be  terminated  prior to the  loan-to-value
ratio of such  Non-Designated  Mortgage Loan being reduced to 80%, the related
Servicer shall obtain from another Qualified Insurer a comparable  replacement
policy,  with a  total  coverage  equal  to the  remaining  coverage  of  such
terminated  Mortgage Guaranty  Insurance Policy. If the insurer shall cease to
be  a  Qualified  Insurer,   the  related  Servicer  shall  determine  whether
recoveries  under the Mortgage  Guaranty  Insurance Policy are jeopardized for
reasons  related  to  the  financial  condition  of  such  insurer,  it  being
understood  that such Servicer  shall in no event have any  responsibility  or
liability  for any failure to recover  under the Mortgage  Guaranty  Insurance
Policy for such reason.  If the related  Servicer  determines  that recoveries
are so  jeopardized,  it shall notify the Mortgagor,  if required,  and obtain
from another  Qualified Insurer a replacement  insurance  policy.  The related
Servicer  shall not take any action  which would result in  noncoverage  under
any applicable  Mortgage Guaranty  Insurance Policy of any loss which, but for
the  actions  of  such  Servicer  would  have  been  covered  thereunder.   In
connection  with any assumption or substitution  agreement  entered into or to
be entered into pursuant to Section 3.10,  each Servicer shall promptly notify
the insurer under the related Mortgage  Guaranty  Insurance Policy, if any, of
such  assumption or  substitution of liability in accordance with the terms of
such Mortgage  Guaranty  Insurance Policy and shall take all actions which may
be required by such  insurer as a condition  to the  continuation  of coverage
under such  Mortgage  Guaranty  Insurance  Policy  provided that such required
actions are in compliance with all applicable  law. If such Mortgage  Guaranty
Insurance  Policy is terminated as a result of such assumption or substitution
of  liability,  the  related  Servicer  shall  obtain a  replacement  Mortgage
Guaranty  Insurance  Policy as provided above;  provided that under applicable
law and the terms of the related  Mortgage  Note and Mortgage the cost of such
policy may be charged to the successor Mortgagor.

            With  respect to each  Non-Designated  Mortgage  Loan covered by a
Lender Paid  Mortgage  Guaranty  Insurance  Policy,  the  applicable  Servicer
agrees to effect  timely  payment of the  premiums on such  Mortgage  Guaranty
Insurance  Policy  from  amounts  on  deposit in the  Collection  Account,  or
deducted by such  Servicer  prior to deposit  into the  applicable  Collection
Account or pursuant to  Section 3.05(c)  with  respect to such  Non-Designated
Mortgage  Loan. If amounts on deposit in the Collection  Account,  or deducted
by such  Servicer  prior to deposit  into the  applicable  Collection  Account
pursuant  to  Section 3.05(c)  with  respect to such  Non-Designated  Mortgage
Loan,  are not  sufficient  to pay the  premiums  on  such  Mortgage  Guaranty
Insurance Policy,  the applicable  Servicer agrees to effect timely payment of
such  premiums,  and such costs shall be recoverable by such Servicer from the
related  Liquidation  Proceeds or otherwise as a Servicing Advance pursuant to
Section 3.08(a).  With respect to each  Non-Designated  Mortgage  Loan covered
by a Mortgage Guaranty  Insurance Policy that is not Lender Paid, the Servicer
agrees to effect  timely  payment of the  premiums on such  Mortgage  Guaranty
Insurance Policy, and such costs not otherwise  recoverable from the Mortgagor
shall be  recoverable by such Servicer from the related  Liquidation  Proceeds
or otherwise as a Servicing Advance pursuant to Section 3.08(a).

(d)   In connection  with its activities as servicer,  each Servicer agrees to
prepare  and  present,  on behalf of itself,  the  Depositor,  the Trust,  the
Trustee,  the Trust  Administrator and the  Certificateholders,  claims to the
insurer  under  any  Mortgage   Guaranty   Insurance   Policy   related  to  a
Non-Designated  Mortgage Loan in a timely fashion in accordance with the terms
of such Mortgage  Guaranty  Insurance Policy and, in this regard, to take such
reasonable  action as shall be necessary to permit recovery under any Mortgage
Guaranty Insurance Policy respecting defaulted  Non-Designated Mortgage Loans.
Pursuant  to  Section 3.05,  any  amounts  collected  by a Servicer  under any
Mortgage  Guaranty   Insurance  Policy  shall  be  deposited  in  the  related
Collection Account, subject to withdrawal pursuant to Section 3.08.

(e)   With respect to any  Non-Designated  Mortgage  Loan,  each Servicer need
not obtain the  approval  of the Trustee or the Trust  Administrator  prior to
releasing  any  Insurance  Proceeds  to the  Mortgagor  to be  applied  to the
restoration  or  repair  of the  Mortgaged  Property  if  such  release  is in
accordance  with Accepted  Servicing  Practices.  At a minimum,  each Servicer
shall  comply  with  the  following  conditions  in  connection  with any such
release of Insurance Proceeds:

(i)   such Servicer shall receive  satisfactory  independent  verification  of
      completion  of repairs  and  issuance  of any  required  approvals  with
      respect thereto;

(ii)  such  Servicer  shall take all steps  necessary to preserve the priority
      of the lien of the  Mortgage,  including,  but not limited to  requiring
      waivers with respect to mechanics' and materialmen's liens; and

(iii) pending repairs or restoration,  such Servicer shall place the Insurance
      Proceeds in the related Escrow Account.

(f)   With  respect  to  any  Non-Designated   Mortgage  Loan,  if  the  Trust
Administrator  is named as an additional loss payee,  the related  Servicer is
hereby  empowered  to endorse any loss draft issued in respect of such a claim
in the name of the Trustee or the Trust Administrator.

SECTION 3.10.     Enforcement of Due on Sale Clauses; Assumption Agreements.

(a)   With respect to a Non-Designated  Mortgage Loan, each Servicer shall use
its best  efforts to enforce  any  "due-on-sale"  provision  contained  in any
related  Mortgage or  Mortgage  Note and to deny  assumption  by the person to
whom  the  Mortgaged  Property  has been or is  about  to be sold  whether  by
absolute  conveyance or by contract of sale,  and whether or not the Mortgagor
remains  liable on the  Mortgage  and the Mortgage  Note.  When the  Mortgaged
Property has been conveyed by the Mortgagor,  the related  Servicer  shall, to
the  extent  it has  knowledge  of such  conveyance,  exercise  its  rights to
accelerate  the  maturity  of such  Non-Designated  Mortgage  Loan  under  the
"due-on-sale"  clause  applicable  thereto,   provided,   however,  that  such
Servicer  shall not exercise such rights if prohibited by law from doing so or
if the  exercise  of such  rights  would  impair or  threaten  to  impair  any
recovery under the related Mortgage Guaranty Insurance Policy, if any.

(b)   With  respect  to  a   Non-Designated   Mortgage  Loan,  if  a  Servicer
reasonably  believes  it is  unable  under  applicable  law  to  enforce  such
"due-on-sale"  clause,  such Servicer  shall enter into (i) an assumption  and
modification  agreement  with  the  person  to whom  such  property  has  been
conveyed,  pursuant to which such person  becomes  liable  under the  Mortgage
Note and the original  Mortgagor  remains  liable thereon or (ii) in the event
such  Servicer is unable  under  applicable  law to require  that the original
Mortgagor  remain liable under the Mortgage Note, a substitution  of liability
agreement with the purchaser of the Mortgaged  Property  pursuant to which the
original  Mortgagor  is  released  from  liability  and the  purchaser  of the
Mortgaged  Property is  substituted  as Mortgagor and becomes liable under the
Mortgage Note.  Notwithstanding the foregoing,  a Servicer shall not be deemed
to be in default  under this  Section by  reason of any transfer or assumption
which  such  Servicer  reasonably  believes  it  is  restricted  by  law  from
preventing,   for  any  reason   whatsoever.   In  connection  with  any  such
assumption,   no  material  term  of  the  Mortgage  Note,  including  without
limitation,  the Mortgage Rate borne by the related Mortgage Note, the term of
the  Non-Designated  Mortgage Loan or the outstanding  principal amount of the
Non-Designated Mortgage Loan shall be changed.

(c)   To the extent that any  Non-Designated  Mortgage Loan is assumable,  the
related  Servicer shall inquire  diligently into the  creditworthiness  of the
proposed  transferee,  and shall use the  underwriting  criteria for approving
the credit of the proposed  transferee  which are used by FNMA with respect to
underwriting  mortgage loans of the same type as the  Non-Designated  Mortgage
Loans.  If  the  credit  of  the  proposed   transferee  does  not  meet  such
underwriting  criteria,  the related Servicer  diligently shall, to the extent
permitted  by the  Mortgage  or the  Mortgage  Note  and  by  applicable  law,
accelerate the maturity of the Non-Designated Mortgage Loan.

(d)   With  respect  to  a  Non-Designated  Mortgage  Loan,  subject  to  each
Servicer's duty to enforce any  due-on-sale  clause to the extent set forth in
this  Section 3.10,  in any case in which the related  Mortgaged  Property has
been  conveyed  to a Person by the  related  Mortgagor,  and such Person is to
enter into an assumption agreement or modification  agreement or supplement to
the Mortgage Note or Mortgage  that requires the signature of the Trustee,  or
if an  instrument of release  signed by the Trustee is required  releasing the
Mortgagor from liability on the  Non-Designated  Mortgage Loan,  such Servicer
shall  prepare  and  deliver  or cause to be  prepared  and  delivered  to the
Trustee for  signature and shall  direct,  in writing,  the Trustee to execute
the assumption  agreement with the Person to whom the Mortgaged Property is to
be conveyed  and such  modification  agreement or  supplement  to the Mortgage
Note or Mortgage or other  instruments as are reasonable or necessary to carry
out the terms of the  Mortgage  Note or Mortgage or  otherwise  to comply with
any  applicable  laws  regarding  assumptions or the transfer of the Mortgaged
Property to such Person.  In connection with any such assumption,  no material
term  of  the  Mortgage   Note  may  be  changed.   Together  with  each  such
substitution,  assumption or other  agreement or  instrument  delivered to the
Trustee for execution by it, the related  Servicer  shall deliver an Officer's
Certificate  signed by a Servicing  Officer  stating that the  requirements of
this subsection have been met in connection  therewith.  The related  Servicer
shall  notify  the  Trustee  and  the  Trust   Administrator   that  any  such
substitution  or assumption  agreement has been completed by forwarding to the
Trustee and the Trust  Administrator a copy of such substitution or assumption
agreement,  and shall  forward the  original to the  Custodian  which shall be
added to the related Mortgage File and shall, for all purposes,  be considered
a part of such  Mortgage  File to the same extent as all other  documents  and
instruments  constituting a part thereof.  Any fee collected by a Servicer for
entering into an assumption or  substitution  of liability  agreement  will be
retained by such Servicer as additional servicing compensation.

SECTION 3.11.     Realization Upon Defaulted Mortgage Loans; Repurchase of
                              Certain Mortgage Loans.

(a)   Each  Servicer  shall  use  reasonable  efforts  to  foreclose  upon  or
otherwise  comparably convert the ownership of properties securing such of the
related  Non-Designated  Mortgage  Loans as come into and  continue in default
and as to which no  satisfactory  arrangements  can be made for  collection of
delinquent   payments.   In  connection   with  such   foreclosure   or  other
conversion,  each Servicer  shall take such action as (i) such Servicer  would
take under similar  circumstances with respect to a similar mortgage loan held
for its own account for  investment,  (ii) shall be  consistent  with Accepted
Servicing  Practices,  (iii) such Servicer shall determine  consistently  with
Accepted  Servicing  Practices  to be in the best  interest  of the  Trust and
Certificateholders,  and  (iv) is  consistent  with  the  requirements  of the
insurer under any Required  Insurance  Policy;  provided,  however,  that such
Servicer shall not be required to expend its own funds in connection  with any
foreclosure  or  towards  the  restoration  of any  property  unless  it shall
determine  (i) that such  restoration  and/or  foreclosure  will  increase the
proceeds of  liquidation  of the related  Non-Designated  Mortgage  Loan after
reimbursement  to itself of such  expenses and (ii) that such expenses will be
recoverable  to it through  Liquidation  Proceeds.  Any funds  expended by any
Servicer  pursuant  to this  Section 3.11(a)  shall  be  reimbursable  in full
pursuant to  Section 3.08(a)(iii).  The related  Servicer shall be responsible
for all  other  costs and  expenses  incurred  by it in any such  proceedings;
provided,  however,  that it shall be entitled to  reimbursement  thereof from
the  Liquidation  Proceeds with respect to the related  Mortgaged  Property or
otherwise as a Servicing Advance in accordance with Section 3.08(a).

            With    respect   to   any    Non-Designated    Mortgage    Loans,
notwithstanding  anything to the  contrary  contained  in this  Agreement,  in
connection  with a foreclosure or acceptance of a deed in lieu of foreclosure,
in the event the related  Servicer  has  reasonable  cause to believe that the
related  Mortgaged  Property is contaminated by hazardous or toxic  substances
or wastes, or if the Trust Administrator  otherwise requests, an environmental
inspection  or review of such  Mortgaged  Property  conducted  by a  qualified
inspector  shall be arranged  for by such  Servicer.  Upon  completion  of the
inspection,   the  related   Servicer   shall   promptly   provide  the  Trust
Administrator with a written report of environmental inspection.

            In the event the  environmental  inspection  report indicates that
the Mortgaged  Property is  contaminated  by hazardous or toxic  substances or
wastes,  the related Servicer shall not proceed with foreclosure or acceptance
of a deed in lieu of foreclosure if the estimated  costs of the  environmental
clean up, as estimated in the environmental  inspection report,  together with
the  Servicing  Advances and Advances  made by such Servicer and the estimated
costs of foreclosure  or acceptance of a deed in lieu of  foreclosure  exceeds
the estimated value of the Mortgaged  Property.  If however,  the aggregate of
such clean up and foreclosure costs,  Advances and Servicing Advances are less
than or  equal to the  estimated  value of the  Mortgaged  Property,  then the
related  Servicer  may, in its  reasonable  judgment  and in  accordance  with
Accepted   Servicing   Practices,   choose  to  proceed  with  foreclosure  or
acceptance  of a deed  in lieu of  foreclosure  and  such  Servicer  shall  be
reimbursed  for all  reasonable  costs  associated  with such  foreclosure  or
acceptance  of a deed in lieu of  foreclosure  and any  related  environmental
clean up costs, as applicable,  from the related Liquidation  Proceeds,  or if
the  Liquidation  Proceeds are  insufficient to reimburse fully such Servicer,
such Servicer  shall be entitled to be reimbursed  from amounts in the related
Collection  Account  pursuant  to  Section 3.08(a)  hereof.  In the  event the
related  Servicer does not proceed with foreclosure or acceptance of a deed in
lieu of  foreclosure  pursuant to the first sentence of this  paragraph,  such
Servicer  shall be  reimbursed  for all Advances and  Servicing  Advances made
with respect to the related  Mortgaged  Property  from the related  Collection
Account pursuant to  Section 3.08(a)  hereof,  and such Servicer shall have no
further  obligation  to service such  Non-Designated  Mortgage  Loan under the
provisions of this Agreement.

(b)   With respect to any REO Property  related to a  Non-Designated  Mortgage
Loan,  subject to  applicable  law, the deed or  certificate  of sale shall be
taken in the name of the Trustee  for the  benefit of the  Certificateholders,
or its  nominee,  on  behalf of the  Certificateholders.  The  Trustee's  name
shall be  placed  on the  title to such REO  Property  solely  as the  Trustee
hereunder  and not in its  individual  capacity.  The related  Servicer  shall
ensure that the title to such REO Property  references  this Agreement and the
Trustee  capacity  hereunder.  Pursuant  to  its  efforts  to  sell  such  REO
Property,  the related  Servicer shall in accordance  with Accepted  Servicing
Practices  manage,  conserve,  protect and operate  each REO  Property for the
purpose of its prompt  disposition  and sale.  The  related  Servicer,  either
itself or through an agent selected by such Servicer,  shall manage, conserve,
protect  and  operate  the REO  Property  in the same  manner that it manages,
conserves,  protects  and  operates  other  foreclosed  property  for  its own
account,  and in the same manner that similar property in the same locality as
the REO Property is managed.  Upon request, the related Servicer shall furnish
to the Trust  Administrator  on or before each  Distribution  Date a statement
with respect to any REO Property  covering the  operation of such REO Property
for the previous  calendar  month and such  Servicer's  efforts in  connection
with  the sale of such  REO  Property  and any  rental  of such  REO  Property
incidental  to  the  sale  thereof  for  the  previous  calendar  month.  That
statement  shall  be  accompanied  by  such  other  information  as the  Trust
Administrator  shall  reasonably  request and which is necessary to enable the
Trust  Administrator  to comply with the reporting  requirements  of the REMIC
Provisions.  The net monthly  rental  income,  if any,  from such REO Property
shall be deposited in the related  Collection  Account no later than the close
of business on each  Determination  Date.  The related  Servicer shall perform
the tax reporting and  withholding  required by Sections 1445 and 6050J of the
Code  with  respect  to  foreclosures  and  abandonments,  the  tax  reporting
required by  Section 6050H of the Code with respect to the receipt of mortgage
interest from  individuals and any tax reporting  required by Section 6050P of
the  Code  with  respect  to  the  cancellation  of  indebtedness  by  certain
financial  entities,  by preparing such tax and information  returns as may be
required,  in the  form  required,  and  delivering  the  same  to  the  Trust
Administrator for filing.

            To the extent consistent with Accepted  Servicing  Practices,  the
related  Servicer  shall  also  maintain  on each REO  Property  related  to a
Non-Designated  Mortgage Loan fire and hazard insurance with extended coverage
in an  amount  which is  equal to the  outstanding  principal  balance  of the
related  Non-Designated  Mortgage Loan (as reduced by any amount  applied as a
reduction  of  principal  at the  time of  acquisition  of the REO  Property),
liability  insurance and, to the extent required and available under the Flood
Disaster  Protection  Act of 1973, as amended,  flood  insurance in the amount
required above.

(c)   In the event that the Trust Fund  acquires  any  Mortgaged  Property  as
aforesaid or otherwise in connection  with a default or imminent  default on a
Mortgage Loan, the related  Servicer shall dispose of such Mortgaged  Property
prior to three years after the end of the calendar year of its  acquisition by
the Trust Fund unless (i) the Trustee and the Trust  Administrator  shall have
been  supplied  with an Opinion of Counsel to the effect  that the  holding by
the  Trust  Fund of such  Mortgaged  Property  subsequent  to such  three-year
period   will  not  result  in  the   imposition   of  taxes  on   "prohibited
transactions"  of any REMIC  hereunder  as defined in section 860F of the Code
or cause any REMIC  hereunder  to fail to  qualify as a REMIC at any time that
any Certificates  are  outstanding,  in which case the Trust Fund may continue
to hold such Mortgaged  Property (subject to any conditions  contained in such
Opinion of Counsel) or (ii) the  applicable  Servicer  shall have applied for,
prior to the  expiration  of such  three-year  period,  an  extension  of such
three-year  period in the  manner  contemplated  by  Section 856(e)(3)  of the
Code, in which case the three-year  period shall be extended by the applicable
extension period.  Notwithstanding  any other provision of this Agreement,  no
Mortgaged  Property  acquired by the Trust Fund shall be rented (or allowed to
continue to be rented) or otherwise  used for the  production  of income by or
on behalf of the Trust  Fund in such a manner or  pursuant  to any terms  that
would (i) cause such  Mortgaged  Property  to fail to qualify as  "foreclosure
property"  within  the  meaning  of  section  860G(a)(8)  of the  Code or (ii)
subject any REMIC  hereunder to the imposition of any federal,  state or local
income  taxes  on  the  income  earned  from  such  Mortgaged  Property  under
Section 860G(c)  of the Code or  otherwise,  unless the related  Servicer  has
agreed to  indemnify  and hold  harmless  the Trust  Fund with  respect to the
imposition of any such taxes.

            In the event of a default on a Mortgage  Loan one or more of whose
obligors  is  not  a  United  States  Person,  as  that  term  is  defined  in
Section 7701(a)(30)  of the  Code,  in  connection  with  any  foreclosure  or
acquisition  of a deed in lieu of  foreclosure  (together,  "foreclosure")  in
respect of such Mortgage  Loan,  the related  Servicer  will cause  compliance
with the  provisions  of Treasury  Regulation  Section 1.1445-2(d)(3)  (or any
successor  thereto)  necessary to assure that no  withholding  tax  obligation
arises with respect to the proceeds of such foreclosure  except to the extent,
if any, that proceeds of such  foreclosure  are required to be remitted to the
obligors on such Mortgage Loan.

(d)   The decision of a Servicer to  foreclose  on a defaulted  Non-Designated
Mortgage  Loan shall be subject to a  determination  by such Servicer that the
proceeds of such  foreclosure  would exceed the costs and expenses of bringing
such  a  proceeding.  The  income  earned  from  the  management  of  any  REO
Properties,  net of  reimbursement  to such  Servicer  for  expenses  incurred
(including  any property or other taxes) in  connection  with such  management
and net of applicable  accrued and unpaid  Servicing  Fees,  and  unreimbursed
Advances and Servicing Advances,  shall be applied to the payment of principal
of and interest on the related defaulted  Non-Designated  Mortgage Loans (with
interest  accruing as though  such  Non-Designated  Mortgage  Loans were still
current)  and all  such  income  shall be  deemed,  for all  purposes  in this
Agreement,  to be payments on account of principal and interest on the related
Mortgage  Notes and shall be deposited  into the related  Collection  Account.
To the extent the net income  received  during any calendar month is in excess
of the amount  attributable  to amortizing  principal and accrued  interest at
the related  Mortgage  Rate on the related  Non-Designated  Mortgage  Loan for
such  calendar  month,  such  excess  shall  be  considered  to  be a  partial
prepayment of principal of the related Non-Designated Mortgage Loan.

(e)   The proceeds from any liquidation of a Non-Designated  Mortgage Loan, as
well as any  income  from a  related  REO  Property,  will be  applied  in the
following order of priority:  first, to reimburse the related Servicer for any
related  unreimbursed  Servicing  Advances  and  Servicing  Fees;  second,  to
reimburse such Servicer for any  unreimbursed  Advances;  third,  to reimburse
the related Collection  Account for any  Nonrecoverable  Advances (or portions
thereof)  that  were  previously   withdrawn  by  such  Servicer  pursuant  to
Section 3.08(a)(iii)  that  related  to  such  Non-Designated  Mortgage  Loan;
fourth,  to accrued  and unpaid  interest  (to the extent no Advance  has been
made  for  such  amount  or any  such  Advance  has  been  reimbursed)  on the
Non-Designated  Mortgage Loan or related REO  Property,  at the per annum rate
equal to the related Mortgage Rate reduced by the related  Servicing Fee Rate,
and any primary mortgage  guaranty  insurance fee rate, if applicable,  to the
Due Date  occurring  in the month in which such  amounts  are  required  to be
distributed;  and fifth,  as a recovery of  principal  of the  Mortgage  Loan.
Excess  proceeds,  if any, from the liquidation of a Liquidated  Mortgage Loan
("Excess  Proceeds") that is a  Non-Designated  Mortgage Loan will be retained
by the  related  Servicer as  additional  servicing  compensation  pursuant to
Section 3.14.

(f)   Each  Servicer  of the  Non-Designated  Mortgage  Loans  may (but is not
obligated to) enter into a special  servicing  agreement with an  unaffiliated
holder of a 100%  Percentage  Interest of the most junior class of Subordinate
Certificates,  subject to each Rating Agency's acknowledgment that the Ratings
of the  Certificates  in effect  immediately  prior to the entering  into such
agreement   would  not  be   qualified,   downgraded   or  withdrawn  and  the
Certificates  would not be placed on credit review status (except for possible
upgrading)  as a result of such  agreement.  Any such  agreement  may  contain
provisions  whereby  such  Holder may (i)  instruct  the  related  Servicer to
commence  or  delay   foreclosure   proceedings  with  respect  to  delinquent
Non-Designated  Mortgage Loans and will contain  provisions for the deposit of
cash  with  such   Servicer  by  the  holder  that  would  be  available   for
distribution to  Certificateholders if Liquidation Proceeds are less than they
otherwise may have been had such Servicer acted in accordance  with its normal
procedures,  (ii) purchase delinquent  Non-Designated  Mortgage Loans from the
Trust Fund immediately  prior to the  commencement of foreclosure  proceedings
at a price  equal  to the  Purchase  Price,  and/or  (iii)  assume  all of the
servicing  rights and  obligations  with respect to delinquent  Non-Designated
Mortgage  Loans  so long as such  Holder  (A)  meets  the  requirements  for a
Subservicer   set   forth   in   Section 3.02(a),   (B)  will   service   such
Non-Designated  Mortgage  Loans in accordance  with this Agreement and (C) the
related  Servicer has the right to transfer such servicing  rights without the
payment of any compensation to a subservicer.

(g)   The Special  Servicer,  at its  option,  may (but is not  obligated  to)
purchase  from the Trust Fund,  (a) any Mortgage  Loan that is  delinquent  in
payment  90 or more days or (b) any  related  Mortgage  Loan with  respect  to
which  there has been  initiated  legal  action or other  proceedings  for the
foreclosure  of  the  related   Mortgaged   Property   either   judicially  or
non-judicially,  in each case,  provided that the applicable  Servicer has the
right to transfer  the  related  servicing  rights  without the payment of any
compensation  to a  subservicer.  Any  such  purchase  shall  be  made  by the
Special  Servicer  with its own funds at a price equal to the  Purchase  Price
for  such  Mortgage  Loan.  The  applicable  Servicer  shall  be  entitled  to
reimbursement  from the Special  Servicer for all  expenses  incurred by it in
connection  with the  transfer of any  Mortgage  Loan to the Special  Servicer
pursuant to this Section 3.11(g).

SECTION 3.12.     Trustee and Trust Administrator to Cooperate; Release of
                              Mortgage Files.

            Upon the payment in full of any  Non-Designated  Mortgage Loan, or
the  receipt  by a Servicer  of a  notification  that  payment in full will be
escrowed  in  a  manner  customary  for  such  purposes,  such  Servicer  will
immediately  notify the Custodian by delivering,  or causing to be delivered a
"Request for Release"  substantially  in the form of  Exhibit J.  Upon receipt
of such request,  the Custodian  shall within three  Business Days release the
related  Mortgage File to the related  Servicer,  and the Trustee shall within
three Business Days of such Servicer's  direction  execute and deliver to such
Servicer the deed of  reconveyance  or release or  satisfaction of mortgage or
such  instrument  releasing  the lien of the Mortgage in each case provided by
such Servicer,  and the Custodian shall deliver the Mortgage Note with written
evidence of  cancellation  thereon.  Expenses  incurred in connection with any
instrument of satisfaction or deed of reconveyance  shall be chargeable to the
related  Mortgagor.  From  time to time and as shall  be  appropriate  for the
servicing or foreclosure of any  Non-Designated  Mortgage Loan,  including for
such purpose,  collection  under any policy of flood  insurance,  any fidelity
bond or errors  or  omissions  policy,  or for the  purposes  of  effecting  a
partial  release of any  Mortgaged  Property  from the lien of the Mortgage or
the making of any  corrections  to the Mortgage Note or the Mortgage or any of
the other documents  included in the Mortgage File, the Custodian within three
Business  Days of  delivery to the  Custodian  of a Request for Release in the
form of Exhibit J signed by a Servicing Officer,  release the Mortgage File to
the related  Servicer.  Subject to the further  limitations  set forth  below,
the related  Servicer  shall cause the Mortgage  File or documents so released
to be returned to the Custodian on its behalf,  when the need therefor by such
Servicer  no  longer  exists,  unless  the  Non-Designated  Mortgage  Loan  is
liquidated  and the proceeds  thereof are deposited in the related  Collection
Account,  in which case such  Servicer  shall  deliver to the Trustee,  or the
Custodian  a  Request  for  Release  in the  form of  Exhibit J,  signed  by a
Servicing  Officer.  Each  Servicer  is also  authorized  to cause the removal
from the  registration on the MERS® System of such Mortgage and to execute and
deliver, on behalf of the Trustee and the  Certificateholders  or any of them,
any and all  instruments of satisfaction or cancellation or of partial or full
release, including an assignment of such loan to the Trustee.

            If a  Servicer  at  any  time  seeks  to  initiate  a  foreclosure
proceeding in respect of any Mortgaged  Property  related to a  Non-Designated
Mortgage Loan as authorized by this Agreement,  such Servicer shall deliver or
cause to be delivered to the  Trustee,  for  signature,  as  appropriate,  any
court pleadings,  requests for trustee's sale or other documents  necessary to
effectuate  such  foreclosure or any legal action  brought to obtain  judgment
against the  Mortgagor  on the  Mortgage  Note or the  Mortgage or to obtain a
deficiency  judgment  or to enforce any other  remedies or rights  provided by
the Mortgage Note or the Mortgage or otherwise available at law or in equity.

SECTION 3.13.     Documents, Records and Funds in Possession of a Servicer to
                              be Held for the Trust.

            Notwithstanding  any  other  provisions  of this  Agreement,  each
Servicer shall  transmit to the  Custodian,  as required by this Agreement all
documents and instruments in respect of a Non-Designated  Mortgage Loan coming
into the  possession of the related  Servicer from time to time required to be
delivered to the  Trustee,  or the  Custodian  on its behalf,  pursuant to the
terms hereof and shall account fully to the Trust  Administrator for any funds
received by such  Servicer or which  otherwise  are collected by such Servicer
as   Liquidation   Proceeds   or   Insurance   Proceeds   in  respect  of  any
Non-Designated  Mortgage Loan. All Mortgage Files and funds  collected or held
by, or under the  control  of, a Servicer  in  respect  of any  Non-Designated
Mortgage  Loans,  whether  from  the  collection  of  principal  and  interest
payments  or from  Liquidation  Proceeds,  including  but not  limited to, any
funds  on  deposit  in a  Collection  Account,  shall  be held by the  related
Servicer  for  and  on  behalf  of  the  Trust,   the  Trustee  or  the  Trust
Administrator  and shall be and remain the sole and exclusive  property of the
Trust, subject to the applicable  provisions of this Agreement.  Each Servicer
also agrees that it shall not create,  incur or subject any  Mortgage  File or
any funds that are deposited in the related  Collection  Account,  Certificate
Account or any related Escrow Account,  or any funds that otherwise are or may
become due or payable to the  Trust,  the  Trustee or the Trust  Administrator
for the  benefit  of the  Certificateholders,  to any  claim,  lien,  security
interest,  judgment, levy, writ of attachment or other encumbrance,  or assert
by legal  action  or  otherwise  any  claim or right  of  setoff  against  any
Mortgage  File  or  any  funds   collected  on,  or  in  connection   with,  a
Non-Designated  Mortgage Loan,  except,  however,  that such Servicer shall be
entitled to set off  against  and deduct from any such funds any amounts  that
are properly due and payable to such Servicer under this Agreement.

SECTION 3.14.     Servicing Fee.

(a)   As  compensation  for its services  hereunder,  each  Servicer  shall be
entitled to withdraw from the applicable  Collection Account or to retain from
interest payments on the related Non-Designated  Mortgage Loans, the amount of
its Servicing  Fee, for each Mortgage Loan serviced by it, less any amounts in
respect  of its  Servicing  Fee,  as  applicable,  payable  by  such  Servicer
pursuant to Section 3.05(c)(vi).  The Servicing Fee is limited to, and payable
solely from, the interest portion of such Scheduled  Payments collected by the
related Servicer or as otherwise  provided in  Section 3.08(a).  In connection
with  the  servicing  of any  Special  Serviced  Mortgage  Loan,  the  Special
Servicer  shall receive the Servicing Fee for such Special  Serviced  Mortgage
Loan  as its  compensation  and  Ancillary  Income  with  respect  to  Special
Serviced Mortgage Loans.

(b)   With respect to each Non-Designated  Mortgage Loan, additional servicing
compensation  in the form of  Ancillary  Income and Excess  Proceeds  shall be
retained by the related  Servicer,  and additional  servicing  compensation in
the form of Payoff  Interest  not  required  to make  payments  in  respect of
Compensating  Interest  Payments shall be retained by SPS. Each Servicer shall
be  required  to pay  all  expenses  incurred  by it in  connection  with  its
servicing   activities  hereunder  (including  the  payment  of  any  expenses
incurred in connection with any Subservicing  Agreement  entered into pursuant
to  Section 3.02  and the  payment  of any  premiums  for  insurance  required
pursuant to Section 3.18)  and shall not be entitled to reimbursement  thereof
except as specifically provided for in this Agreement.

(c)   The Master Servicer shall be compensated by the Trust  Administrator  as
separately  agreed.  The Master Servicer and any director,  officer,  employee
or agent of the Master  Servicer  shall be  indemnified  by DLJMC (or if DLJMC
shall  fail to do so,  by the  Trust)  and held  harmless  against  any  loss,
liability  or expense  (including  reasonable  attorney's  fees and  expenses)
incurred in  connection  with any claim or legal  action  relating to (a) this
Agreement,  (b) the  Certificates  or (c) the performance of any of the Master
Servicer's  duties  hereunder,  other  than any  loss,  liability  or  expense
incurred  by reason of willful  misfeasance,  bad faith or  negligence  in the
performance of any of the Master  Servicer's  duties  hereunder or incurred by
reason of any  action of the Master  Servicer  taken at the  direction  of the
Certificateholders;  provided,  however,  that the sum of (x)  such  indemnity
amounts payable by DLJMC or the Trust to the Master Servicer  pursuant to this
Section 3.14(c)  and (y) the indemnity  amounts  payable by DLJMC or the Trust
to the  Trust  Administrator  pursuant  to  Section 10.05,  shall  not  exceed
$200,000 per year;  provided,  further,  that any amounts not payable by DLJMC
or the Trust to the Master  Servicer  due to the  preceding  proviso  shall be
payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any  succeeding
year,  subject to the aggregate  $200,000 per annum limitation  imposed by the
preceding  proviso.  Such  indemnity  shall  survive the  termination  of this
Agreement or the resignation or removal of the Master Servicer hereunder.

SECTION 3.15.     Access to Certain Documentation.

            The Master  Servicer and each  Servicer  shall  provide to the OTS
and the FDIC and to comparable regulatory  authorities  supervising Holders of
Subordinate  Certificates and the examiners and supervisory agents of the OTS,
the FDIC and such other  authorities,  access to the  documentation  regarding
the related  Non-Designated  Mortgage Loans required by applicable regulations
of the OTS and the FDIC.  Such access shall be afforded  without  charge,  but
only upon  reasonable  and prior written  request and during  normal  business
hours at the  offices  designated  by the Master  Servicer  or such  Servicer.
Nothing in this  Section shall  limit the obligation of the Master Servicer or
any  Servicer  to  observe  any  applicable  law  prohibiting   disclosure  of
information  regarding the Mortgagors  and the failure of the Master  Servicer
or such Servicer to provide access as provided in this  Section as a result of
such  obligation  shall not  constitute a breach of this  Section.  Nothing in
this  Section 3.15  shall  require  the Master  Servicer  or any  Servicer  to
collect,  create,  collate or otherwise  generate any information that it does
not generate in its usual course of business.

SECTION 3.16.     Annual Statement as to Compliance.

            Not later than the earlier of (a) March 15 of each  calendar  year
(other than the  calendar  year during  which the Closing  Date occurs) or (b)
with respect to any calendar year during which the  Depositor's  annual report
on Form 10-K is required to be filed in  accordance  with the Exchange Act and
the rules and  regulations  of the  Commission,  15 calendar  days before each
date on which the  Depositor's  annual  report on Form 10-K is  required to be
filed in  accordance  with the Exchange Act and the rules and  regulations  of
the  Commission  (or if  such  day  is not a  Business  Day,  the  immediately
preceding  Business Day),  each Servicer shall deliver to the Master  Servicer
an Officer's  Certificate stating, as to the signer thereof, that (i) a review
of the activities of such Servicer  during the preceding  calendar year and of
the  performance  of such  Servicer  under this  Agreement has been made under
such officer's supervision,  and (ii) to the best of such officer's knowledge,
based on such review,  such Servicer has fulfilled all its  obligations  under
this  Agreement  throughout  such year, or, if there has been a default in the
fulfillment  of any such  obligation,  specifying  each such default  known to
such  officer and the nature and status  thereof and the action being taken by
such  Servicer  to cure such  default.  Upon each  receipt  of such  Officer's
Certificate  from any Servicer,  the Master Servicer shall promptly  deliver a
copy of such Officer's Certificate to the Depositor,  the Rating Agencies, the
Trustee and the Trust Administrator.

            Not later than the earlier of (a) March 15 of each  calendar  year
(other than the  calendar  year during  which the Closing  Date occurs) or (b)
with respect to any calendar year during which the  Depositor's  annual report
on Form 10-K is required to be filed in  accordance  with the Exchange Act and
the rules and  regulations  of the  Commission,  15 calendar  days before each
date on which the  Depositor's  annual  report on Form 10-K is  required to be
filed in  accordance  with the Exchange Act and the rules and  regulations  of
the  Commission  (or if  such  day  is not a  Business  Day,  the  immediately
preceding  Business Day), the Master  Servicer shall deliver to the Depositor,
the Rating  Agencies,  the Trustee and the Trust  Administrator  an  Officer's
Certificate  stating,  as to the  signer  thereof,  that (i) a  review  of the
activities of the Master  Servicer  during the preceding  calendar year and of
the  performance  of the Master  Servicer  under this  Agreement has been made
under  such  officer's  supervision,  and (ii) to the  best of such  officer's
knowledge,  based on such review,  the Master  Servicer has  fulfilled all its
obligations  under this Agreement  throughout such year, or, if there has been
a default in the  fulfillment  of any such  obligation,  specifying  each such
default  known to such  officer  and the  nature and  status  thereof  and the
action being taken by the Master Servicer to cure such default.

SECTION 3.17.     Annual Independent Public Accountants' Servicing Statement;
                              Financial Statements.

            Not later than the earlier of (a) March 15 of each  calendar  year
(other than the  calendar  year during  which the Closing  Date occurs) or (b)
with respect to any calendar year during which the  Depositor's  annual report
on Form 10-K is required to be filed in  accordance  with the Exchange Act and
the rules and  regulations  of the  Commission,  15 calendar  days before each
date on which the  Depositor's  annual  report on Form 10-K is  required to be
filed in  accordance  with the Exchange Act and the rules and  regulations  of
the  Commission  (or if  such  day  is not a  Business  Day,  the  immediately
preceding  Business  Day),  the Master  Servicer at its expense  shall cause a
nationally or regionally  recognized  firm of independent  public  accountants
(who may also render other  services to the Master  Servicer or any  affiliate
thereof)  which is a member of the  American  Institute  of  Certified  Public
Accountants  to  furnish  a  statement  to the  Trust  Administrator  and  the
Depositor, in the form of Exhibit T-1.

            Not later than the earlier of (a) March 15 of each  calendar  year
(other than the  calendar  year during  which the Closing  Date occurs) or (b)
with respect to any calendar year during which the  Depositor's  annual report
on Form 10-K is required to be filed in  accordance  with the Exchange Act and
the rules and  regulations  of the  Commission,  15 calendar  days before each
date on which the  Depositor's  annual  report on Form 10-K is  required to be
filed in  accordance  with the Exchange Act and the rules and  regulations  of
the  Commission  (or if  such  day  is not a  Business  Day,  the  immediately
preceding  Business  Day),  each  Servicer  (other  than  Wells  Fargo) at its
expense shall cause a nationally or regionally  recognized firm of independent
public  accountants (who may also render other services to such Servicer,  the
Seller or any affiliate  thereof) which is a member of the American  Institute
of  Certified  Public   Accountants  to  furnish  a  statement  to  the  Trust
Administrator,  the Master Servicer and the Depositor, to the effect that with
respect to each  Servicer  (other than Wells  Fargo),  such firm has  examined
certain  documents  and records  relating to the  servicing of mortgage  loans
which such Servicer is servicing which may include the related  Mortgage Loans
or  similar  mortgage  loans,  and  that,  on the  basis of such  examination,
conducted  substantially  in compliance  with the Uniform  Single  Attestation
Program  for  Mortgage  Bankers or the Audit Guide for HUD  Approved  Title II
Approved  Mortgagees  and Loan  Correspondent  Programs,  nothing  has come to
their  attention  which  would  indicate  that  such  servicing  has not  been
conducted in compliance  with  Accepted  Servicing  Practices,  except for (a)
such  exceptions  as such firm shall  believe to be  immaterial,  and (b) such
other  exceptions  as shall be set forth in such  statement.  In addition each
Servicer shall disclose to such firm all significant  deficiencies relating to
such Servicer's  compliance with the minimum servicing  standards set forth in
this  Agreement.  In  rendering  such  statement,  such firm may  rely,  as to
matters relating to direct  servicing of mortgage loans by Subservicers,  upon
comparable statements for examinations  conducted  substantially in compliance
with the Uniform Single Attestation  Program for Mortgage Bankers or the Audit
Guide for HUD Approved  Title II Approved  Mortgagees  and Loan  Correspondent
Programs  (rendered  within one year of such statement) of independent  public
accountants with respect to the related Subservicer.

            Not later than the earlier of (a) March 15 of each  calendar  year
(other than the  calendar  year during  which the Closing  Date occurs) or (b)
with respect to any calendar year during which the  Depositor's  annual report
on Form 10-K is required to be filed in  accordance  with the Exchange Act and
the rules and  regulations  of the  Commission,  15 calendar  days before each
date on which the  Depositor's  annual  report on Form 10-K is  required to be
filed in  accordance  with the Exchange Act and the rules and  regulations  of
the  Commission  (or if  such  day  is not a  Business  Day,  the  immediately
preceding  Business  Day),  Wells  Fargo,  at  its  expense,   shall  cause  a
nationally or regionally  recognized  firm of independent  public  accountants
(who may  also  render  other  services  to Wells  Fargo,  the  Seller  or any
affiliate  thereof)  which is a member of the American  Institute of Certified
Public Accountants to furnish a statement to the Depositor,  and the Depositor
shall send copies of such  statement  to each of the Trust  Administrator  and
the  Master  Servicer,  to the  effect  that  such firm has  examined  certain
documents and records  relating to the servicing of mortgage loans which Wells
Fargo is servicing,  which may include the related  Mortgage  Loans or similar
mortgage  loans,  and  that,  on the  basis  of  such  examination,  conducted
substantially  in compliance with the Uniform Single  Attestation  Program for
Mortgage  Bankers  or the  Audit  Guide  for HUD  Approved  Title II  Approved
Mortgagees  and  Loan  Correspondent  Programs,  nothing  has  come  to  their
attention  which would  indicate that such servicing has not been conducted in
compliance with Accepted Servicing  Practices,  except for (a) such exceptions
as such firm shall believe to be immaterial,  and (b) such other exceptions as
shall  be set  forth  in  such  statement.  In  addition,  Wells  Fargo  shall
disclose to such firm all significant  deficiencies  relating to Wells Fargo's
compliance with the minimum  servicing  standards set forth in this Agreement.
In rendering  such  statement,  such firm may rely, as to matters  relating to
direct   servicing  of  mortgage  loans  by   Subservicers,   upon  comparable
statements for  examinations  conducted  substantially  in compliance with the
Uniform  Single  Attestation  Program for Mortgage  Bankers or the Audit Guide
for HUD Approved Title II Approved Mortgagees and Loan Correspondent  Programs
(rendered   within  one  year  of  such   statement)  of  independent   public
accountants with respect to the related Subservicer.

            Copies  of  such  statements   shall  be  provided  by  the  Trust
Administrator to any  Certificateholder  upon request at the Master Servicer's
or the related  Servicer's  expense,  provided such  statement is delivered by
the Master Servicer or such Servicer to the Trust Administrator.

SECTION 3.18.     Maintenance of Fidelity Bond and Errors and Omissions
                              Insurance.

            Each Servicer shall maintain with  responsible  companies,  at its
own expense,  a blanket  Fidelity Bond and an Errors and  Omissions  Insurance
Policy,  with broad  coverage  on all  officers,  employees  or other  persons
acting  in any  capacity  requiring  such  persons  to  handle  funds,  money,
documents  or  papers  relating  to  the  related  Mortgage  Loans  ("Servicer
Employees").  Any such Fidelity Bond and Errors and Omissions Insurance Policy
shall be in the form of the Mortgage  Banker's  Blanket Bond and shall protect
and insure the related  Servicer  against losses,  including  forgery,  theft,
embezzlement,  fraud, errors and omissions and negligent acts of such Servicer
Employees.  Such Fidelity Bond and Errors and Omissions  Insurance Policy also
shall protect and insure each Servicer  against losses in connection  with the
release or  satisfaction  of a related  Mortgage Loan without having  obtained
payment in full of the  indebtedness  secured  thereby.  No  provision of this
Section 3.18  requiring such Fidelity Bond and Errors and Omissions  Insurance
Policy shall  diminish or relieve a Servicer  from its duties and  obligations
as set forth in this Agreement.  The minimum  coverage under any such bond and
insurance  policy  shall  be at  least  equal  to  the  corresponding  amounts
acceptable  to FNMA unless the related  Servicer has obtained a waiver of such
requirement.  Upon  the  request  of  the  Trust  Administrator,  the  related
Servicer shall cause to be delivered to the Trust  Administrator a certificate
of  insurance  of the  insurer and the surety  including a statement  from the
surety and the insurer that such fidelity  bond and insurance  policy shall in
no event be terminated or materially  modified  without 30 days' prior written
notice to the Trust Administrator.

            The Master  Servicer  shall  maintain  insurance  in such  amounts
generally acceptable for entities serving as master servicer.

SECTION 3.19.     Special Serviced Mortgage Loans.

            If  directed  by the  Special  Servicer  and solely at the Special
Servicer's  option, a Servicer (a "Transferring  Servicer") shall transfer the
servicing of any Mortgage Loan serviced by the  Transferring  Servicer 90 days
or more delinquent  (determined as of the close of business of the last day of
the  month  preceding  the  related  Data  Remittance  Date)  to  the  Special
Servicer.  The Special  Servicer shall thereupon  assume all of the rights and
obligations of the Transferring  Servicer hereunder arising thereafter and the
Transferring  Servicer shall have no further  rights or obligations  hereunder
with respect to such  Mortgage  Loan (except that the Special  Servicer  shall
not be  (i)  liable  for  losses  of the  Transferring  Servicer  pursuant  to
Section 3.09 hereof or for any acts or omissions of the Transferring  Servicer
hereunder  prior to the servicing  transfer date, (ii) obligated to effectuate
repurchases or  substitutions of Mortgage Loans hereunder  including,  but not
limited  to,  repurchases  or  substitutions  of  Mortgage  Loans  pursuant to
Section 2.02  or 2.03 hereof or (iii) deemed to have made any  representations
and  warranties of a Transferring  Servicer  hereunder).  Notwithstanding  the
preceding  sentence,  the Special  Servicer shall service all Special Serviced
Mortgage Loans in accordance  with the servicing  standards  applicable to SPS
as if  SPS  were  the  Transferring  Servicer;  provided,  however,  that  the
obligations of SPS set forth in  Section 8.01(h),  Section 8.01(i) and Article
XIII of this Agreement shall not be applicable to the Special  Servicer.  Upon
the  transfer  of the  servicing  of any  such  Mortgage  Loan to the  Special
Servicer,  the Special Servicer shall be entitled to the related Servicing Fee
and  other  compensation  accruing  after  the  servicing  transfer  date with
respect to such Mortgage Loans pursuant to Section 3.14.

            In  connection  with the transfer of the servicing of any Mortgage
Loan to the Special Servicer,  the Transferring Servicer shall, at the Special
Servicer's expense,  deliver to the Special Servicer all documents and records
relating to such  Mortgage  Loans and an  accounting  of amounts  collected or
held by it and  otherwise  use its best  efforts  to effect  the  orderly  and
efficient  transfer  of  the  servicing  to  the  Special  Servicer.   On  the
servicing   transfer   date,  the  Special   Servicer   shall   reimburse  the
Transferring  Servicer for all unreimbursed  Advances,  Servicing Advances and
Servicing  Fees, as  applicable,  relating to the Mortgage Loans for which the
servicing is being  transferred.  The Special Servicer shall be entitled to be
reimbursed  pursuant to Section 3.08  or otherwise  pursuant to this Agreement
for all such Advances,  Servicing  Advances and Servicing Fees, as applicable,
paid  by  the  Transferring   Servicer  pursuant  to  this  Section 3.19.   In
addition,  the  Special  Servicer  shall  notify the Master  Servicer  of such
transfer and the effective date of such transfer,  and amend the Mortgage Loan
Schedule to reflect that such  Mortgage  Loans are Special  Serviced  Mortgage
Loans.

SECTION 3.20.     Indemnification of Servicers and Master Servicer.

            Each  Servicer  agrees to indemnify  and hold the Master  Servicer
harmless  from and  against  any and all losses,  claims,  expenses,  costs or
liabilities  (including attorneys fees and court costs) incurred by the Master
Servicer as a result of or in connection  with the failure by such Servicer to
perform the  obligations  or  responsibilities  imposed upon or  undertaken by
such Servicer under this Agreement.

            The Master  Servicer  agrees to indemnify  and hold each  Servicer
harmless  from and  against  any and all losses,  claims,  expenses,  costs or
liabilities  (including  attorneys  fees and  court  costs)  incurred  by such
Servicer  as a result  of or in  connection  with the  failure  by the  Master
Servicer  to perform  the  obligations  or  responsibilities  imposed  upon or
undertaken by the Master Servicer under this Agreement.

SECTION 3.21.     Notification of Adjustments.

            With respect to each Mortgage  Loan,  the related  Servicer  shall
adjust the Mortgage Rate on the related  Adjustment  Date in  compliance  with
the  requirements  of  applicable  law and the related  Mortgage  and Mortgage
Note.  The related  Servicer  shall  execute and deliver any and all necessary
notices  required under  applicable law and the terms of the related  Mortgage
Note  and  Mortgage   regarding  the  Mortgage  Rate  adjustments.   Upon  the
discovery  by the  related  Servicer  or the  receipt of notice from the Trust
Administrator  that such  Servicer  has  failed to adjust a  Mortgage  Rate in
accordance  with the terms of the related  Mortgage Note,  such Servicer shall
immediately  deposit in the Certificate  Account from its own funds the amount
of any interest loss or deferral caused the Trust Administrator thereby.

SECTION 3.22.     Designated Mortgage Loans.

(a)   For and on behalf of the  Certificateholders,  the Master Servicer shall
oversee and enforce the  obligation of IndyMac to service and  administer  the
Designated  Mortgage  Loans  in  accordance  with  the  terms  of the  IndyMac
Servicing  Agreement and shall have full power and authority to do any and all
things  which it may deem  necessary  or  desirable  in  connection  with such
master   servicing  and   administration.   In  performing   its   obligations
hereunder,  the Master  Servicer  shall act in a manner  consistent  with this
Agreement  and with  customary  and usual  standards  of  practice  of prudent
mortgage  loan  master  servicers.  Furthermore,  the  Master  Servicer  shall
oversee  and  consult  with  the   Designated   Servicer  as  necessary   from
time-to-time to carry out the Master  Servicer's  obligations  hereunder,  and
shall  receive,  review and evaluate all reports,  information  and other data
provided to the Master Servicer by the Designated Servicer.

            The Master  Servicer shall terminate the rights and obligations of
IndyMac under the IndyMac Servicing Agreement,  upon the failure of IndyMac to
perform any of its obligations  under the IndyMac Servicing  Agreement,  which
failure  results in an event of default as  provided  in  Section 8.01  of the
IndyMac Servicing  Agreement.  In the event IndyMac is terminated  pursuant to
the preceding  sentence,  the Master  Servicer  shall notify the Depositor and
the Trust  Administrator  and shall  either (a) select and engage a  successor
servicer of the related  Mortgage  Loans or (b) act as  successor  servicer of
the  related  Mortgage  Loans.  In either  case,  the  IndyMac  Loans shall be
serviced by the successor to the IndyMac pursuant to the servicing  provisions
of this  Agreement,  and the  Designed  Mortgage  Loans  shall  be  deemed  as
"Non-Designated  Mortgage Loans" under this Agreement;  provided,  however, it
is  understood  and  acknowledged  by the parties  hereto that there will be a
period of  transition  (not to exceed 90 days)  before  the  actual  servicing
functions  can  be  fully   transferred  to  a  successor  of  IndyMac.   Such
enforcement,  including,  without limitation, the legal prosecution of claims,
termination  of the IndyMac  Agreement  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,  provided that the
Master  Servicer shall not be required to prosecute or defend any legal action
except to the extent that the Master  Servicer shall have received  reasonable
indemnity for its costs and expenses in pursuing such action.

            To the extent that the costs and  expenses of the Master  Servicer
related to any  termination of IndyMac,  appointment of a successor to IndyMac
or the  transfer and  assumption  of  servicing  by the Master  Servicer  with
respect to the IndyMac Servicing  Agreement  (including,  without  limitation,
(i) all legal costs and  expenses  and all due  diligence  costs and  expenses
associated  with an evaluation of the  potential  termination  of IndyMac as a
result of an event of default by the  Designated  Servicer  and (ii) all costs
and expenses  associated  with the complete  transfer of servicing,  including
all servicing files and all servicing data and the  completion,  correction or
manipulation  of such  servicing  data  as may be  required  by the  successor
servicer to correct any errors or  insufficiencies  in the  servicing  data or
otherwise to enable the  successor  servicer to service the Mortgage  Loans in
accordance  with this  Agreement)  are not fully  reimbursed by the terminated
Designated  Servicer,  the Master Servicer shall be entitled to  reimbursement
of such costs and expenses from the Trust.

(b)   Each  month,  if IndyMac  fails to make a  required  Advance by the date
such  Advance is required to be made under the  IndyMac  Servicing  Agreement,
the Master  Servicer shall on the Cash  Remittance  Date deposit in the amount
of any required Advance in the Certificate Account.

(c)   Each  month,  the  Master  Servicer  shall  make  Compensating  Interest
Payments with respect to the Designated  Mortgage Loans to the extent provided
in Section 3.03.

                                 ARTICLE IV

                PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.     Priorities of Distribution.

            (I)   (A)   On each  Distribution  Date,  the Trust  Administrator
   shall   determine  the  amounts  to  be   distributed   to  each  Class  of
   Certificates as follows:

(a)   with   respect  to  the  Group 1   Certificates,   from  the   Available
      Distribution Amount relating to Loan Group 1:

(i)   first,   concurrently,   to  the  Group 1   Certificates   and  Class  X
            Certificates an amount  allocable to interest equal to the related
            Interest  Distribution  Amount  for such  Distribution  Date (with
            respect  to  the  Class  X  Certificates,   the  related  Interest
            Distribution   Amount   shall  be  the  portion  of  the  Interest
            Distribution  Amount  described  in clauses  (B) and (D)(I) of the
            definition  thereof),  any  shortfall  being  allocated  pro  rata
            between such Classes  based on the  Interest  Distribution  Amount
            that would have been  distributed  pursuant  to this clause in the
            absence   of   such   shortfall;    provided,    however,    that,
            notwithstanding  the foregoing,  the Interest  Distribution Amount
            to be distributed  to the Class X Certificates  will be reduced to
            the  extent  of  the  Required   Reserve  Fund  Deposit  for  such
            Distribution  Date  pursuant,  and in the  amount  set  forth  in,
            Section 4.08(b); and

(ii)  second,  on each  Distribution  Date,  from the  Available  Distribution
            Amount  for Loan  Group 1  remaining  after  giving  effect to the
            distributions  pursuant  to  Section 4.01(I)(A)(a)(i)  above,  the
            Group 1  Senior  Principal   Distribution  Amount,  as  principal,
            sequentially, as follows:

(A)   first,  to the Class AR and Class AR-L  Certificates,  pro rata based on
                  their  respective  Class  Principal  Balances,  until  their
                  respective Class Principal Balances are reduced to zero; and

(B)   second,  to the Class  1-A-1  Certificates,  until  the Class  Principal
                  Balance thereof is reduced to zero.

(b)   with respect to the  Class 2-A-1  Certificates,  and from the  Available
      Distribution Amount relating to Loan Group 2:

(i)   first,  concurrently,  to  the  Class 2-A-1  Certificates  and  Class  X
            Certificates an amount  allocable to interest equal to the related
            Interest  Distribution  Amount  for such  Distribution  Date (with
            respect  to  the  Class  X  Certificates,   the  related  Interest
            Distribution   Amount   shall  be  the  portion  of  the  Interest
            Distribution  Amount  described  in clauses (C) and (D)(II) of the
            definition  thereof),  any  shortfall  being  allocated  pro  rata
            between such Classes  based on the  Interest  Distribution  Amount
            that would have been  distributed  pursuant  to this clause in the
            absence   of   such   shortfall;    provided,    however,    that,
            notwithstanding  the foregoing,  the Interest  Distribution Amount
            to be distributed  to the Class X Certificates  will be reduced to
            the  extent  of  the  Required   Reserve  Fund  Deposit  for  such
            Distribution  Date  pursuant,  and in the  amount  set  forth  in,
            Section 4.08(b); and

(ii)  second,  on each  Distribution  Date,  from the  Available  Distribution
            Amount  for Loan  Group 2  remaining  after  giving  effect to the
            distributions  pursuant  to  Section 4.01(I)(A)(b)(i)  above,  the
            Group 2 Senior Principal  Distribution  Amount as principal to the
            Class  2-A-1  Certificates,  until  the  Class  Principal  Balance
            thereof is reduced to zero.

(c)   with respect to the  Subordinate and Class AR-L  Certificates,  from the
      Available   Distribution   Amount  remaining  after  the   distributions
      pursuant to Sections  4.01(I)(A)(a)  and (b) above,  subject to Sections
      4.01(I)(C)  below,  and further  subject to any  payments to the Group 1
      Certificates   and  the   Class 2-A-1   Certificates   as  described  in
      Section 4.07,  to the  following  Classes  in  the  following  order  of
      priority:

(i)   first, to the Class C-M  Certificates,  an amount  allocable to interest
            equal to the Interest  Distribution Amount for such Class for such
            Distribution Date;

(ii)  second, to the Class C-M Certificates,  an amount allocable to principal
            equal to its Pro Rata Share for such Distribution  Date, until the
            Class Principal Balance thereof is reduced to zero;

(iii) third, to the Class C-B-1 Certificates,  an amount allocable to interest
            equal to the Interest  Distribution Amount for such Class for such
            Distribution Date;
(iv)  fourth,  to  the  Class C-B-1  Certificates,   an  amount  allocable  to
            principal equal to its Pro Rata Share for such Distribution  Date,
            until the Class Principal Balance thereof is reduced to zero;

(v)   fifth, to the Class C-B-2 Certificates,  an amount allocable to interest
            equal to the Interest  Distribution Amount for such Class for such
            Distribution Date;

(vi)  sixth,  to  the  Class C-B-2   Certificates,   an  amount  allocable  to
            principal equal to its Pro Rata Share for such Distribution  Date,
            until the Class Principal Balance thereof is reduced to zero;

(vii) seventh,  to  the  Class C-B-3  Certificates,  an  amount  allocable  to
            interest equal to the Interest  Distribution Amount for such Class
            for such Distribution Date;

(viii)      eighth,  to the Class C-B-3  Certificates,  an amount allocable to
            principal equal to its Pro Rata Share for such Distribution  Date,
            until the Class Principal Balance thereof is reduced to zero;

(ix)  ninth, to the Class C-B-4 Certificates,  an amount allocable to interest
            equal to the Interest  Distribution Amount for such Class for such
            Distribution Date;

(x)   tenth,  to  the  Class C-B-4   Certificates,   an  amount  allocable  to
            principal equal to its Pro Rata Share for such Distribution  Date,
            until the Class Principal Balance thereof is reduced to zero;

(xi)  eleventh,  to the  Class C-B-5  Certificates,  an  amount  allocable  to
            interest equal to the Interest  Distribution Amount for such Class
            for such Distribution Date;

(xii) twelfth,  to  the  Class C-B-5  Certificates,  an  amount  allocable  to
            principal equal to its Pro Rata Share for such Distribution  Date,
            until the Class Principal Balance thereof is reduced to zero;

(xiii)      thirteenth, to the Class C-B-6  Certificates,  an amount allocable
            to interest  equal to the  Interest  Distribution  Amount for such
            Class for such Distribution Date;

(xiv) fourteenth,  to the  Class C-B-6  Certificates,  an amount  allocable to
            principal equal to its Pro Rata Share for such Distribution  Date,
            until the Class Principal Balance thereof is reduced to zero;

(xv)  fifteenth,  to the Class 1-A-1 Certificates,  any amounts withdrawn from
            the Basis Risk  Reserve Fund for  distribution  to the Class 1-A-1
            Certificates  pursuant  to  Section  4.08(b);  to the Class  2-A-1
            Certificates,  any amounts  withdrawn  from the Basis Risk Reserve
            Fund for distribution to the Class 2-A-1 Certificates  pursuant to
            Section 4.08(b);  and to the Subordinate LIBOR  Certificates,  any
            amounts   withdrawn   from  the  Basis  Risk   Reserve   Fund  for
            distribution to the Subordinate  Certificates  pursuant to, and in
            the order of priority set forth in, Section 4.08(b);

(xvi) sixteenth,  to the  Class C-M,  Class C-B-1,  Class C-B-2,  Class C-B-3,
            Class C-B-4,  Class C-B-5  and Class C-B-6  Certificates,  in that
            order,  up to an amount of Net Realized  Losses for such Class, if
            any;  provided,  however,  that any distribution  pursuant to this
            Section 4.01(I)(A)(i)(xvi)   shall   not   result   in  a  further
            reduction   of  the  Class   Principal   Balance  of  any  of  the
            Subordinate Certificates; and

(xvii)      seventeenth,   to  the  Class AR-L  Certificates,   any  remaining
            Available  Distribution  Amount (to the extent such amount is held
            by REMIC I), or to the Class AR  Certificates  (to the extent such
            amount is held by REMIC II or REMIC III).

(B)   On each  Distribution  Date, the amount referred to in clause (A)(i) and
   (B)(i)of  the   definition  of  Interest   Distribution   Amount  for  such
   Distribution  Date for each Class of  Certificates  shall be reduced by the
   Trust  Administrator  as  described  below by (i) Net  Prepayment  Interest
   Shortfalls   for  Mortgage  Loans  in  the  related  Loan  Group  for  such
   Distribution   Date;  and  (ii)  (A)  after  the  Special  Hazard  Coverage
   Termination  Date, with respect to each Group 1 and Group 2  Mortgage Loan,
   as  applicable,  that was the  subject of Special  Hazard  Loss  during the
   prior  calendar  month,  the excess of one month's  interest at the related
   Net Mortgage Rate on the Stated Principal  Balance of such Mortgage Loan as
   of the Due Date in such  month  over the  amount  of  Liquidation  Proceeds
   applied as interest on such Mortgage  Loan with respect to such month,  (B)
   after the  Bankruptcy  Coverage  Termination  Date,  with  respect  to each
   Group 1 and Group 2 Mortgage Loan, as applicable,  that became subject to a
   Bankruptcy  Loss during the prior calendar month,  the interest  portion of
   the related Debt Service Reduction or Deficient Valuation,  (C) each Relief
   Act Reduction  for any Group 1 and Group 2  Mortgage  Loan, as  applicable,
   incurred  during  the prior  calendar  month and  (D) after  the Fraud Loss
   Coverage  Termination  Date,  with  respect  to each  Group 1  and  Group 2
   Mortgage  Loan,  as  applicable,  that became a Fraud Loan during the prior
   calendar  month the  excess of one  month's  interest  at the  related  Net
   Mortgage Rate on the Stated  Principal  Balance of such Mortgage Loan as of
   the Due Date in such month over the amount of Liquidation  Proceeds applied
   as  interest  on  such  Mortgage  Loan  with  respect  to such  month.  Net
   Interest  Shortfalls relating to the Group 1 Loans will be allocated to (i)
   the  related  Senior  Percentage  of all such  reductions  with  respect to
   Group 1  Loans will be allocated the Group 1  Certificates  and the Class X
   Certificates,  pro  rata,  in  proportion  (a) to the  amount  of  interest
   payable  on  the  Class  1-A-1  and  Residual   Certificates   absent  such
   reductions,  and (b) to the amount of  interest  payable  from the  Group 1
   Loans on  Component 3X absent such  reductions  plus the amount of interest
   payable on the Component 1X Component  absent such  reductions and (ii) the
   remainder to the Subordinate Certificates,  on a pro rata basis, based upon
   the  amounts of interest  payable on the  Subordinate  Certificates  absent
   these  reductions,  in each case in reduction of accrued interest  thereon.
   Net Interest  Shortfalls relating to the Group 2 Loans will be allocated to
   (i) the related Senior  Percentage of all such  reductions  with respect to
   Group 2 Loans will be allocated the Class 2-A-1  Certificates and the Class
   X  Certificates,  pro rata,  in  proportion  (a) to the amount of  interest
   payable on the Class 2-A-1 Certificates absent such reductions,  and (b) to
   the amount of interest  payable  from the  Group 2  Loans on  Component  3X
   absent  such  reductions  plus  the  amount  of  interest  payable  on  the
   Component 2X Component  absent such  reductions  and (ii) the  remainder to
   the Subordinate  Certificates,  on a pro rata basis, based upon the amounts
   of  interest   payable  on  the  Subordinate   Certificates   absent  these
   reductions, in each case in reduction of accrued interest thereon.

(C)   The Trust  Administrator  shall  distribute  the Mortgage  Loan Purchase
   Price of the Optional  Termination in excess of the Par Value to the holder
   of the Class AR-L Certificate.

            (II)  Prior to the  distributions  described in Sections  4.01(I),
the following distributions shall be made:

(a)   On each  Distribution  Date, the REMIC I Available  Distribution  Amount
      shall be distributed  from REMIC I to REMIC II in respect of the REMIC I
      Regular  Interests and to the Class AR-L  Certificates  in the order and
      priority set forth in the definition of REMIC I Distribution Amount.

(b)   On each Distribution  Date, the REMIC II Available  Distribution  Amount
      shall be distributed  from REMIC II to REMIC III in respect of the REMIC
      II Regular  Interests and to the Class AR  Certificates in the order and
      priority set forth in the definition of REMIC II Distribution Amount.

(c)   Notwithstanding   the  distributions  on  the  REMIC  Regular  Interests
      described  in this  Section  4.01(II),  distribution  of funds  from the
      Certificate  Account  shall be made  only in  accordance  with  Sections
      4.01(I).

SECTION 4.02.     Allocation of Losses.

(a)   Realized  Losses  on the  Mortgage  Loans in each  Loan  Group  incurred
during a calendar month shall be allocated by the Trust  Administrator  to the
Classes of  Certificates on the  Distribution  Date in the next calendar month
as follows:

(i)   any Realized Loss,  other than an Excess Loss, shall be allocated first,
      to  the   Class C-B   Certificates,   in   decreasing   order  of  their
      alphanumerical  Class  designations   (beginning  with  the  Class C-B-6
      Certificates),  until the  respective  Class  Principal  Balance of each
      such  Class is reduced to zero,  second to the  Class C-M  Certificates,
      until the Class Principal  Balance thereof is reduced to zero and third,
      to the Senior  Certificates of the related  Certificate Group, pro rata,
      on the basis of their respective Class Principal Balances; and

(ii)  Excess  Losses  representing   principal  for  Mortgage  Loans  will  be
      allocated  pro rata  among  all  Certificates  (other  than the  Class X
      Certificates), based on their respective Class Principal Balances.

(b)   On each  Distribution  Date, if the aggregate Class Principal Balance of
all of the Certificates  exceeds the aggregate Stated Principal Balance of the
Mortgage  Loans (after  giving  effect to  distributions  of principal and the
allocation  of all losses to such  Certificates  on such  Distribution  Date),
such  excess  will be deemed a  principal  loss and will be  allocated  by the
Trust  Administrator to the most junior Class of Class C-B  Certificates  then
outstanding and then to the Class C-M Certificates.

(c)   Any Realized Loss allocated to a Class of  Certificates or any reduction
in the  Class  Principal  Balance  of a  Class  of  Certificates  pursuant  to
Section 4.02(A)(b)  shall be  allocated by the Trust  Administrator  among the
Certificates  of such  Class in  proportion  to their  respective  Certificate
Balances.

(d)   Any  allocation  by the  Trust  Administrator  of  Realized  Losses to a
Certificate  or any  reduction  in the  Certificate  Balance of a  Certificate
pursuant  to   Section 4.02(A)(b)   shall  be  accomplished  by  reducing  the
Certificate Balance thereof,  immediately  following the distributions made on
the  related   Distribution   Date  in  accordance   with  the  definition  of
"Certificate Balance."

(e)   All  Realized  Losses on the  Mortgage  Loans shall be allocated on each
Distribution  Date to the  REMIC I  Regular  Interests  and  REMIC II  Regular
Interests as provided in the  definitions of REMIC I Realized Losses and REMIC
II Realized Losses.

SECTION 4.03.     Recoveries.

(a)   With respect to any Class of  Certificates  to which a Realized Loss has
been  allocated  (including  any  such  Class  for  which  the  related  Class
Principal  Balance has been reduced to zero),  the Class Principal  Balance of
such Class will be increased,  up to the amount of related Recoveries for such
Distribution Date as follows:

(i)   first,  the  Class  Principal  Balance  of  the  each  Class  of  Senior
      Certificates  related  to the Loan Group  from  which the  Recovery  was
      collected,  will be increased pro rata, up to the amount of Net Recovery
      Realized Losses for each such Class,

(ii)  second,  the Class Principal Balance of the Class C-M  Certificates will
      be increased,  up to the amount of Net Recovery Realized Losses for such
      Class; and

(iii) third,   the  Class  Principal   Balance  of  each  Class  of  Class C-B
      Certificates  will be increased in order of seniority,  up to the amount
      of Net Recovery Realized Losses for each such Class; or

(b)   Any increase to the Class  Principal  Balance of a Class of Certificates
shall  increase  the  Certificate  Balance  of the  related  Class pro rata in
accordance with each Certificate Percentage Interest.

SECTION 4.04.     Reserved.

SECTION 4.05.     Monthly Statements to Certificateholders.

(a)   Not later than each  Distribution  Date, the Trust  Administrator  shall
prepare and cause to be made available to each  Certificateholder,  the Master
Servicer,  each Servicer, the Trustee, the Depositor,  and each Rating Agency,
a statement  setting forth with respect to the related  distribution the items
listed in Exhibit Q.

            The Trust Administrator's  responsibility for disbursing the above
information  to  the   Certificateholders  is  limited  to  the  availability,
timeliness and accuracy of the  information  derived from the Master  Servicer
and each Servicer, which shall be provided as required in Section 4.06.

            On each Distribution Date, the Trust  Administrator  shall provide
Bloomberg Financial Markets,  L.P.  ("Bloomberg") CUSIP level factors for each
Class of Offered  Certificates as of such  Distribution  Date,  using a format
and media mutually  acceptable to the Trust  Administrator  and Bloomberg.  In
connection  with providing the information  specified in this  Section 4.05 to
Bloomberg,  the Trust  Administrator  and any director,  officer,  employee or
agent of the Trust  Administrator  shall be  indemnified  and held harmless by
DLJMC, to the extent,  in the manner and subject to the  limitations  provided
in  Section 9.05.   The  Trust   Administrator  will  also  make  the  monthly
statements to  Certificateholders  available each month to each party referred
to in  Section 4.05(a)  via  the  Trust  Administrator's  website.  The  Trust
Administrator's website can be accessed at  http://www.ctslink.com  or at such
other  site as the  Trust  Administrator  may  designate  from  time to  time.
Persons that are unable to use the above  website are entitled to have a paper
copy mailed to them via first  class mail by calling  the Trust  Administrator
at 301-815-6600.  The Trust  Administrator  shall have the right to change the
way the reports referred to in this  Section are  distributed in order to make
such  distribution more convenient and/or more accessible to the above parties
and to the  Certificateholders.  The Trust  Administrator shall provide timely
and adequate  notification to all above parties and to the  Certificateholders
regarding  any such change.  The Trust  Administrator  may fully rely upon and
shall have no  liability  with respect to  information  provided by the Master
Servicer or any Servicer.

(b)   Upon request,  within a reasonable  period of time after the end of each
calendar  year,  the Trust  Administrator  shall cause to be furnished to each
Person who at any time during the  calendar  year was a  Certificateholder,  a
statement  containing  the  information  set  forth in items  (i)(c),  (i)(d),
(i)(g), (i)(j), (i)(k), (ii)(c),  (ii)(d),  (ii)(g),  (ii)(j), (v)(a), (v)(b),
(v)(l),  (v)(m) and (v)(n) of Exhibit Q  aggregated  for such calendar year or
applicable  portion thereof during which such Person was a  Certificateholder.
Such  obligation  of the  Trust  Administrator  shall be  deemed  to have been
satisfied to the extent that  substantially  comparable  information  shall be
provided by the Trust  Administrator  pursuant to any requirements of the Code
as from time to time in effect.

SECTION 4.06.     Servicer to Cooperate.

            Each   Servicer   shall   provide  to  the  Master   Servicer  the
information  set forth in  Exhibit G,  and any other  information  the  Master
Servicer  requires,  in such  form as the  Master  Servicer  shall  reasonably
request,  or in such form as may be mutually agreed upon between such Servicer
and the Master  Servicer,  with respect to each Mortgage Loan serviced by such
Servicer no later than (i) with  respect to a Servicer other than Wells Fargo,
twelve  noon on the Data  Remittance  Date,  and  (ii) with  respect  to Wells
Fargo, on the Data  Remittance  Date, to enable the Master Servicer to provide
such information to the Trust Administrator.

            The Master  Servicer,  with  respect to the  Mortgage  Loans shall
provide to the Trust  Administrator  the information set forth in Exhibit G in
such form as the Trust  Administrator  shall reasonably  request no later than
twelve noon on the Data Remittance Date to enable the Trust  Administrator  to
calculate  the amounts to be  distributed  to each Class of  Certificates  and
otherwise  perform its  distribution,  accounting  and reporting  requirements
hereunder.

SECTION 4.07.     Cross-Collateralization; Adjustments to Available Funds.

(a)   On each  Distribution  Date prior to the Credit Support  Depletion Date,
but after the date on which  the  aggregate  Class  Principal  Balance  of the
Group 1  Certificates  or the  Class 2-A-1  Certificates  has been  reduced to
zero, the Trust  Administrator  shall distribute the principal  portion of the
Available  Distribution  Amount on the Mortgage  Loans relating to such Senior
Certificates  that will have been paid in full,  to the  holders of the Senior
Certificates  of the other  Certificate  Group.  Such amount will be allocated
to the other  Group and paid to the Senior  Certificates  in such Group in the
same  priority as such  Certificates  would  receive  other  distributions  of
principal pursuant to  Section 4.01(I)(A);  provided,  however, that the Trust
Administrator  shall not make such  distribution on such  Distribution Date if
(a) the Subordinate  Percentage for such  Distribution Date is greater than or
equal to 200% of the  Subordinate  Percentage  as of the Closing  Date and (b)
the average  outstanding  principal balance of the Mortgage Loans in each Loan
Group delinquent  60 days or more over the last six months, as a percentage of
the related Subordinate Component Balance, is less than 50%.

(b)   If on any  Distribution  Date the aggregate Class  Principal  Balance of
the Group 1  Certificates or the Class 2-A-1  Certificates is greater than the
aggregate Stated  Principal  Balance of the Mortgage Loans in the related Loan
Group (an  "Undercollateralized  Group"),  then the Trust  Administrator shall
reduce the Available  Distribution Amount of the other Loan Group if it is not
undercollateralized (an "Overcollateralized Group"), as follows:

(1)   to add to the Available  Distribution Amount of the  Undercollateralized
      Group) an amount equal to the lesser of (a) one month's  interest on the
      Principal  Transfer Amount of the  Undercollateralized  Group at the Net
      WAC   Rate   applicable   to  the   Undercollateralized   Group(s)   and
      (b) Available  Distribution  Amount  of  the  Overcollateralized  Groups
      remaining   after   making   interest   distributions   to  the   Senior
      Certificates of the  Overcollateralized  Group on such Distribution Date
      pursuant to Section 4.01; and

(2)   to the Senior  Certificates  of the  Undercollateralized  Group,  to the
      extent of the principal portion of Available  Distribution Amount of the
      Overcollateralized  Group  remaining after making interest and principal
      distributions  to the  Senior  Certificates  of  the  Overcollateralized
      Group on such  Distribution  Date  pursuant to  Section 4.01,  until the
      Class   Principal   Balance   of  the   Senior   Certificates   of  such
      Undercollateralized  Group equals the aggregate Stated Principal Balance
      of the  Mortgage  Loans in the  related  Loan Group.  Payments  shall be
      made to the Senior  Certificates  in each Group in the same  priority as
      such  Certificates  would  receive  other   distributions  of  principal
      pursuant to Section 4.01(I)(A).

SECTION 4.08.     Basis Risk Reserve Fund.

(a)   On the  Closing  Date,  the  Trust  Administrator  shall  establish  and
maintain  in its  name,  in  trust  for  the  benefit  of the  Holders  of the
Certificates,  the Basis Risk Reserve Fund.  The Basis Risk Reserve Fund shall
be an Eligible  Account,  and funds on deposit  therein shall be held separate
and apart from, and shall not be commingled with, any other moneys,  including
without limitation,  other moneys held by the Trust Administrator  pursuant to
this Agreement.

(b)   On the Closing Date,  amount equal to the $5,000.00 will be deposited by
the  Depositor  in the Basis  Risk  Reserve  Fund.  Amounts  on deposit in the
Basis  Risk  Reserve  Fund can be  withdrawn  by the  Trust  Administrator  in
connection  with any  Distribution  Date to fund the  amounts  required  to be
distributed  to holders of the LIBOR  Certificates  , pro rata,  in respect of
any   Basis   Risk    Shortfall    for   such    Certificates    pursuant   to
Section 4.01(I)(A)(c)(xv);  provided,  however,  if on any Distribution Date a
related Basis Risk Shortfall exists,  the Trust  Administrator  shall transfer
from the  Certificate  Account  to the Basis Risk  Reserve  Fund  pursuant  to
Section 4.01(I)(A)(a)(i)  and  Section 4.01(I)(A)(b)(i),   (i)  the  Class  1X
Required Reserve Fund Deposit for such  Distribution  Date for payment of such
remaining  related  Basis  Risk  Shortfall  to the  Class  1-A-1  Certificates
pursuant  to  Section 4.01(I)(A)(c)(xv),  (ii) the Class 2X  Required  Reserve
Fund Deposit for such  Distribution Date for payment of such remaining related
Basis  Risk   Shortfall   to  the  Class   2-A-1   Certificates   pursuant  to
Section 4.01(I)(A)(c)(xv)  and  (iii)  the  Class  3X  Required  Reserve  Fund
Deposit  for such  Distribution  Date for  payment of such  remaining  related
Basis   Risk    Shortfall    to   the   LIBOR    Certificates    pursuant   to
Section 4.01(I)(A)(c)(xv);  provided, further, that amounts withdrawn from the
Basis Risk Reserve Fund to pay Basis Risk Shortfall to the LIBOR  Certificates
shall first reduce the amount on deposit  therein  prior to reducing any Class
1X Required  Reserve Fund Deposit,  Class 2X Required  Reserve Fund Deposit or
Class 3X Required  Reserve  Fund  Deposit for such  Distribution  Date.  Basis
Risk Shortfalls  payable to the Subordinate LIBOR  Certificates shall be paid,
sequentially  to  the  Class C-M,  Class C-B-1,  Class C-B-2  and  Class C-B-3
Certificates,  in each case up to an amount equal to any Basis Risk Shortfalls
with respect to such Class. On any  Distribution  Date, any amounts on deposit
in the Basis Risk Reserve Fund in excess of $5,000.00  shall be distributed to
the Class -X Certificateholders.

(c)   Funds in the  Basis  Risk  Reserve  Fund  may be  invested  in  Eligible
Investments by the Trust  Administrator at the direction of the holders of the
Class  X  Certificateholders.  Any net  investment  earnings  on such  amounts
shall  be   payable   to  the   Class  X   Certificateholders.   The  Class  X
Certificateholders  shall  evidence  ownership  of the Basis Risk Reserve Fund
for federal tax purposes and the Class X  Certificateholders  shall direct the
Trust  Administrator  in writing as to the investment of amounts  therein.  In
the  absence of such  written  direction,  all funds in the Class   Basis Risk
Reserve Fund shall be invested by the Trust  Administrator  in the Wells Fargo
Prime Money Market Fund. The Trust  Administrator  shall have no liability for
losses  on  investments  in  Eligible   Investments   made  pursuant  to  this
Section 4.09(c)  (other  than  as  obligor  on  any  such  investments).  Upon
termination  of the Trust  Fund,  any  amounts  remaining  in the  Basis  Risk
Reserve Fund shall be distributed to the Class X Certificateholders.

(d)   If the Trust  Administrator shall deposit in the Basis Risk Reserve Fund
any amount not required to be deposited  therein,  it may at any time withdraw
such amount from the Basis Risk  Reserve  Fund,  any  provision  herein to the
contrary notwithstanding.

(e)   On the  Distribution  Date immediately  after the  Distribution  Date on
which the Class Principal Balance of the LIBOR  Certificates  equals zero, any
amounts  on  deposit  in the  Basis  Risk  Reserve  Fund not  payable  on such
Certificates shall be distributed to the Holders of the Class X Certificates.

                                 ARTICLE V

                ADVANCES BY THE MASTER SERVICER AND SERVICERS

SECTION 5.01.     Advances by the Master Servicer and Servicers.

            With respect to the  Non-Designated  Mortgage Loans, each Servicer
shall  deposit in the related  Collection  Account as Advances an amount equal
to all  Scheduled  Payments  (with  interest  at the  Mortgage  Rate  less the
Servicing  Fee Rate)  which  were due on such  Non-Designated  Mortgage  Loans
serviced  by it  during  the  applicable  Collection  Period  and  which  were
delinquent   at  the  close  of   business   on  the   immediately   preceding
Determination  Date.  Each  Servicer's  obligation to make such Advances as to
any  related  Non-Designated  Mortgage  Loan will  continue  through  the last
Scheduled  Payment  due prior to the  payment  in full of such  Non-Designated
Mortgage  Loan, or through the date that the related  Mortgaged  Property has,
in the judgment of the related  Servicer,  been  completely  liquidated.  Each
Servicer shall not be required to advance  shortfalls of principal or interest
resulting from the application of the Relief Act.

            With respect to any  Non-Designated  Mortgage  Loan, to the extent
required  by  Accepted  Servicing  Practices,  the  Master  Servicer  and each
Servicer  shall  be  obligated  to  make  Advances  in  accordance   with  the
provisions of this  Agreement;  provided,  however,  that such obligation with
respect to any related Non-Designated  Mortgage Loan shall cease if the Master
Servicer or a Servicer  determines,  in its reasonable opinion,  that Advances
with  respect  to  such   Non-Designated   Mortgage  Loan  are  Nonrecoverable
Advances.  In the event that the Master  Servicer or such Servicer  determines
that any such Advances are  Nonrecoverable  Advances,  the Master  Servicer or
such Servicer shall provide the Trust  Administrator with a certificate signed
by a Servicing Officer evidencing such determination.

            With respect to any  Non-Designated  Mortgage  Loan, if the amount
of Advances  received  from a Servicer is less than the amount  required to be
advanced by such  Servicer,  the Master  Servicer shall be obligated to make a
payment in an amount equal to such  deficiency,  subject to any  determination
by the Master  Servicer that any portion of the amount required to be advanced
is a Nonrecoverable Advance.

            With respect to any of the  Non-Designated  Mortgage  Loans, if an
Advance is required to be made  hereunder by a Servicer,  such Servicer  shall
on the Cash Remittance Date either (i) deposit in the Collection  Account from
its own  funds an  amount  equal  to such  Advance,  (ii)  cause to be made an
appropriate entry in the records of the Collection  Account that funds in such
account  being held for  future  distribution  or  withdrawal  have  been,  as
permitted by this Section 5.01,  used by such Servicer to make such Advance or
(iii) make  Advances  in the form of any  combination  of clauses (i) and (ii)
aggregating  the  amount  of such  Advance.  Any such  funds  being  held in a
Collection  Account for future  distribution  and so used shall be replaced by
such Servicer from its own funds by deposit in such  Collection  Account on or
before any future Distribution Date in which such funds would be due.

            With  respect  to  the  Designated   Mortgage  Loans,  the  Master
Servicer shall make Advances as required by Section 3.22(b) of this Agreement.

                                  ARTICLE VI

                               THE CERTIFICATES

SECTION 6.01.     The Certificates.

            The Certificates  shall be in substantially the forms set forth in
Exhibits  A,  B, C,  D, E and F  hereto,  with  such  appropriate  insertions,
omissions,  substitutions and other variations as are required or permitted by
this   Agreement  or  as  may  in  the   reasonable   judgment  of  the  Trust
Administrator  or the  Depositor be  necessary,  appropriate  or convenient to
comply,  or facilitate  compliance,  with  applicable  laws, and may have such
letters,  numbers  or  other  marks of  identification  and  such  legends  or
endorsements  placed  thereon as may be  required  to comply with the rules of
any securities  exchange on which any of the Certificates may be listed, or as
may,  consistently  herewith,  be  determined by the officers  executing  such
Certificates, as evidenced by their execution thereof.

            Subject to Section 11.02  respecting the final distribution on the
Certificates,  on each  Distribution Date the Trust  Administrator  shall make
distributions  to each  Certificateholder  of record on the  preceding  Record
Date  either  (x) by wire  transfer  in  immediately  available  funds  to the
account  of  such  holder  at  a  bank  or  other  entity  having  appropriate
facilities   therefore,   if  (i)  such  Holder  has  so  notified  the  Trust
Administrator  at least five  Business  Days prior to the related  Record Date
and (ii) such  Holder  shall hold (A) a Class X  Certificate,  (B) 100% of the
Class Principal  Balance of any Class of  Certificates or (c)  Certificates of
any Class with aggregate  principal  Denominations of not less than $1,000,000
or (y) by check  mailed by first class mail to such  Certificateholder  at the
address of such holder appearing in the Certificate Register.

            The  definitive   Certificates  shall  be  printed,   typewritten,
lithographed  or engraved or produced by any  combination  of these methods or
may be produced in any other manner  permitted by the rules of any  securities
exchange on which any of the Certificates may be listed,  all as determined by
the officers  executing  such  Certificates,  as evidenced by their  execution
thereof.

            The  Certificates  shall be issuable in  registered  form,  in the
minimum  denominations,  integral multiples in excess thereof (except that one
Certificate  in each Class may be issued in a different  amount  which must be
in excess of the applicable minimum denomination) and aggregate  denominations
per Class set forth in the Preliminary Statement.

            The  Certificates   shall  be  executed  by  manual  or  facsimile
signature  on behalf  of the Trust  Administrator  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  Trust  Administrator  shall  bind  the  Trust  Administrator,
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  there  appears  on  such   Certificate  a  certificate   of
authentication  executed by the Trust  Administrator by manual signature,  and
such certificate of  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.

SECTION 6.02.     Registration of Transfer and Exchange of Certificates.

(a)   The Trust  Administrator  shall maintain,  or cause to be maintained,  a
Certificate  Register in which,  subject to such reasonable  regulations as it
may prescribe,  the Trust  Administrator shall provide for the registration of
Certificates  and  of  transfers  and  exchanges  of  Certificates  as  herein
provided.  Upon  surrender for  registration  of transfer of any  Certificate,
the Trust Administrator  shall execute,  authenticate and deliver, in the name
of the designated  transferee or transferees,  one or more new Certificates in
like  aggregate  interest and of the same Class.  Component  1X,  Component 2X
and Component 3X are not separately transferable.

(b)   At the option of a Certificateholder,  Certificates may be exchanged for
other  Certificates  of  authorized   denominations  and  the  same  aggregate
interest  in the  Trust  Fund and of the same  Class,  upon  surrender  of the
Certificates   to  be   exchanged  at  the  office  or  agency  of  the  Trust
Administrator  set forth in  Section 6.06.  Whenever any  Certificates  are so
surrendered for exchange, the Trust Administrator shall execute,  authenticate
and deliver the Certificates which the  Certificateholder  making the exchange
is  entitled  to receive.  Every  Certificate  presented  or  surrendered  for
registration  of  transfer  or  exchange  shall be  accompanied  by a  written
instrument of transfer in form  satisfactory to the Trust  Administrator  duly
executed by the Holder thereof or his attorney duly authorized in writing.

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

(d)   All  Certificates  surrendered for registration of transfer and exchange
shall be canceled and  subsequently  destroyed by the Trust  Administrator  in
accordance with the Trust Administrator's customary procedures.

(e)   No  transfer  of any  Private  Certificate  shall  be made  unless  that
transfer is made  pursuant to an effective  registration  statement  under the
1933 Act and effective  registration or  qualification  under applicable state
securities  laws,  or is made in a  transaction  which does not  require  such
registration  or  qualification.  Except in connection  with any transfer of a
Private  Certificate  by the Depositor to any  affiliate,  in the event that a
transfer is to be made in  reliance  upon an  exemption  from the 1933 Act and
such laws, in order to assure  compliance with the 1933 Act and such laws, the
Certificateholder    desiring    to   effect    such    transfer    and   such
Certificateholder's  prospective  transferee  shall each  certify to the Trust
Administrator  in writing the facts  surrounding the transfer in substantially
the form  set  forth  in  Exhibit K  (the  "Transferor  Certificate")  and (i)
deliver a letter in  substantially  the form of either  (A)  Exhibit L-1  (the
"Investment  Letter"),  provided  that all of the  Private  Certificates  of a
Class  shall  be  transferred  to  one  investor  or the  Depositor  otherwise
consents to such  transfer,  or  (B) Exhibit L-2  (the "Rule 144A  Letter") or
(ii) there shall be  delivered  to the Trust  Administrator  at the expense of
the  transferor  an Opinion of Counsel that such transfer may be made pursuant
to an exemption  from the 1933 Act. The Depositor  shall provide to any Holder
of a Private  Certificate  and any  prospective  transferee  designated by any
such Holder,  information  regarding the related Certificates and the Mortgage
Loans  and such  other  information  as  shall be  necessary  to  satisfy  the
condition  to  eligibility  set forth in Rule  144A(d)(4)  for transfer of any
such Certificate without  registration  thereof under the 1933 Act pursuant to
the  registration  exemption  provided by Rule 144A.  The Trust  Administrator
shall  cooperate  with the  Depositor in providing  the Rule 144A  information
referenced in the  preceding  sentence,  including  providing to the Depositor
such  information  regarding the  Certificates,  the Mortgage  Loans and other
matters regarding the Trust Fund as the Depositor shall reasonably  request to
meet its  obligation  under the preceding  sentence.  Each Holder of a Private
Certificate  desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trust  Administrator,  the  Depositor,  each Seller,  the Master
Servicer,  each Servicer and the Special  Servicer  against any liability that
may result if the transfer is not so exempt or is not made in accordance  with
such federal and state laws.

(f)   No transfer of an ERISA-Restricted  Certificate (except for the Residual
Certificates)  shall  be  made  unless  the  Trust  Administrator  shall  have
received  in  accordance  with  Exhibit L-1,   Exhibit L-2  or  Exhibit M,  as
applicable,  either (i) a  representation  letter from the  transferee of such
Certificate,  acceptable  to and in form  and  substance  satisfactory  to the
Trust  Administrator,  to the effect that such  transferee  is not an employee
benefit plan or arrangement  subject to  Section 406 of ERISA or  Section 4975
of the Code,  or a person  using the  assets of any such plan or  arrangement,
which representation  letter shall not be an expense of the Trustee, the Trust
Administrator  or the  Trust  Fund,  (ii)  if the  purchaser  is an  insurance
company  and the  Certificate  has been  the  subject  of an  ERISA-Qualifying
Underwriting,  a  representation  that the  purchaser is an insurance  company
which is purchasing  such  Certificates  with funds contained in an "insurance
company  general  account"  (as  such  term  is  defined  in  Section V(e)  of
Prohibited  Transaction  Class  Exemption  95-60 ("PTCE  95-60")) and that the
purchase and holding of such  Certificates  are covered  under  Sections I and
III of PTCE 95-60 or (iii) in the case of any such  Certificate  presented for
registration  in the name of an employee  benefit plan or arrangement  subject
to Section 406 of ERISA or Section 4975 of the Code (or comparable  provisions
of any subsequent enactments),  or a person using such plan's or arrangement's
assets, an Opinion of Counsel  satisfactory to the Trust  Administrator to the
effect  that the  purchase or holding of such  Certificate  will not result in
prohibited  transactions under Section 406 of ERISA and/or Section 4975 of the
Code  and  will  not   subject  the   Depositor,   the   Trustee,   the  Trust
Administrator,  the Master Servicer or any other Servicer to any obligation in
addition  to those  undertaken  in this  Agreement,  which  Opinion of Counsel
shall not be an expense of such  parties or the Trust  Fund.  No transfer of a
Residual  Certificate shall be made unless the Trust  Administrator shall have
received,  in  accordance  with  Exhibit M, a  representation  letter from the
transferee  of  such  Certificate,  acceptable  to and in form  and  substance
satisfactory  to the Trust  Administrator,  to the effect that such transferee
is not an  employee  benefit  plan or  arrangement  subject to Section  406 of
ERISA or Section  4975 of the Code,  or a person  using the assets of any such
plan or arrangement,  which  representation  letter shall not be an expense of
the  Trustee,  the Trust  Administrator  or the Trust  Fund.  In the event the
representations  referred to in this Section  6.02(f) are not furnished,  such
representations  shall be  deemed  to have  been  made to the  trustee  by the
transferee's   acceptance  of  such   ERISA-Restricted   Certificate   by  any
beneficial  owner who purchases an interest in such  Certificate in book-entry
form.  In the event  that a  representation  is  violated,  or any  attempt to
transfer an  ERISA-Restricted  Certificate  to a plan or arrangement or person
using a plan's or  arrangement's  assets is attempted  without the delivery to
the Trust  Administrator  of the  Opinion  of  Counsel  described  above,  the
attempted  transfer or acquisition of such Certificate shall be void and of no
effect.

(g)   Additional  restrictions  on transfers  of the  Class AR and  Class AR-L
Certificates are set forth below:

(i)   Each  Person  who  has or  who  acquires  any  ownership  interest  in a
      Class AR or Class AR-L  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  authorized the Trust
      Administrator  or its designee  under clause  (iii)(A)  below to deliver
      payments to a Person other than such Person and to  negotiate  the terms
      of any  mandatory  sale under clause  (iii)(B)  below and to execute all
      instruments  of  transfer  and  to do  all  other  things  necessary  in
      connection  with any such sale. The rights of each Person  acquiring any
      ownership   interest  in  a  Class AR  or  Class AR-L   Certificate  are
      expressly subject to the following provisions:

(A)   Each Person  holding or acquiring any  ownership  interest in a Class AR
         or  Class AR-L   Certificate  shall  be  other  than  a  Disqualified
         Organization  and shall promptly  notify the Trust  Administrator  of
         any  change  or  impending  change  in its  status  as  other  than a
         Disqualified Organization.

(B)   In connection with any proposed transfer of any ownership  interest in a
         Class AR  or  Class AR-L  Certificate  to a U.S.  Person,  the  Trust
         Administrator  shall  require  delivery to it, and shall not register
         the  transfer  of a  Class AR  or  Class AR-L  Certificate  until its
         receipt of (1) an affidavit  and agreement (a  "Transferee  Affidavit
         and  Agreement"  attached  hereto  as  Exhibit M)  from the  proposed
         transferee,   in  form  and  substance   satisfactory  to  the  Trust
         Administrator,  representing and warranting, among other things, that
         it is not a non U.S.  Person,  that such  transferee  is other than a
         Disqualified  Organization,  that it is not  acquiring  its ownership
         interest in a Class AR or Class AR-L  Certificate that is the subject
         of the  proposed  Transfer  as a  nominee,  trustee  or agent for any
         Person who is not other than a  Disqualified  Organization,  that for
         so long  as it  retains  its  ownership  interest  in a  Class AR  or
         Class AR-L  Certificate,  it will  endeavor  to remain  other  than a
         Disqualified  Organization,  and that it has reviewed the  provisions
         of this  Section 6.02(g)  and  agrees to be bound by them,  and (2) a
         certificate,  attached  hereto as Exhibit N, from the Holder  wishing
         to  transfer  a  Class AR  or  Class AR-L  Certificate,  in form  and
         substance  satisfactory to the Trust Administrator,  representing and
         warranting,  among  other  things,  that no purpose  of the  proposed
         transfer  is to  allow  such  Holder  to  impede  the  assessment  or
         collection of tax.

(C)   Notwithstanding the delivery of a Transferee  Affidavit and Agreement by
         a  proposed   transferee   under  clause  (B)  above,  if  the  Trust
         Administrator  has actual  knowledge that the proposed  transferee is
         not  other  than  a  Disqualified  Organization,  no  transfer  of an
         ownership  interest in a Class AR or Class AR-L  Certificate  to such
         proposed transferee shall be effected.

(D)   Each Person  holding or acquiring any  ownership  interest in a Class AR
         or  Class AR-L  Certificate  agrees,  by  holding or  acquiring  such
         ownership interest,  to require a Transferee  Affidavit and Agreement
         from the other  Person to whom such Person  attempts to transfer  its
         ownership  interest  and  to  provide  a  certificate  to  the  Trust
         Administrator in the form attached hereto as Exhibit N.

(ii)  The Trust  Administrator  shall register the transfer of any Class AR or
      Class AR-L  Certificate  only if it shall have  received the  Transferee
      Affidavit and  Agreement,  a certificate of the Holder  requesting  such
      transfer in the form attached  hereto as Exhibit N and all of such other
      documents  as  shall  have  been   reasonably   required  by  the  Trust
      Administrator as a condition to such registration.

(iii) (A)   If any  Disqualified  Organization  shall  become  a  Holder  of a
         Class AR or Class AR-L  Certificate,  then the last preceding  Holder
         that was other than a  Disqualified  Organization  shall be restored,
         to the extent  permitted  by law,  to all rights and  obligations  as
         Holder  thereof  retroactive  to the  date  of  registration  of such
         transfer  of such  Class AR  or  Class AR-L  Certificate.  If any non
         U.S. Person  shall  become  a  Holder  of a  Class AR  or  Class AR-L
         Certificate,  then the last  preceding  Holder that is a U.S.  Person
         shall be restored,  to the extent permitted by law, to all rights and
         obligations   as   Holder   thereof   retroactive   to  the  date  of
         registration  of the  transfer  to  such  non  U.S.  Person  of  such
         Class AR or  Class AR-L  Certificate.  If a transfer of a Class AR or
         Class AR-L  Certificate is disregarded  pursuant to the provisions of
         Treasury  Regulations  Section 1.860E 1 or Section 1.860G 3, then the
         last   preceding   Holder   that  was  other   than  a   Disqualified
         Organization  shall be restored,  to the extent  permitted by law, to
         all rights and obligations as Holder thereof  retroactive to the date
         of  registration  of such  transfer of such  Class AR  or  Class AR-L
         Certificate.  The Trust  Administrator shall be under no liability to
         any  Person  for  any  registration  of  transfer  of a  Class AR  or
         Class AR-L  Certificate  that  is  in  fact  not  permitted  by  this
         Section 6.02(g)  or for making any payments  due on such  Certificate
         to the Holder  thereof or for taking any other action with respect to
         such Holder under the provisions of this Agreement.

(B)   If any  purported  transferee  of a Class AR or  Class AR-L  Certificate
         shall  become a Holder of a Class AR  or  Class AR-L  Certificate  in
         violation  of the  restrictions  in this  Section 6.02(g)  and to the
         extent that the  retroactive  restoration of the rights of the Holder
         of such  Class AR or  Class AR-L  Certificate  as described in clause
         (iii)(A) above shall be invalid,  illegal or unenforceable,  then the
         Depositor  shall have the right,  without notice to the Holder or any
         prior  Holder of such  Class AR or  Class AR-L  Certificate,  to sell
         such Class AR or Class AR-L  Certificate  to a purchaser  selected by
         the  Depositor  on such  terms  as the  Depositor  may  choose.  Such
         purported  transferee  shall promptly  endorse and deliver a Class AR
         or Class AR-L  Certificate in accordance with the instructions of the
         Depositor.  Such  purchaser  may  be  the  Depositor  itself  or  any
         affiliate of the  Depositor.  The  proceeds of such sale,  net of the
         commissions (which may include  commissions  payable to the Depositor
         or its  affiliates),  expenses  and  taxes  due,  if  any,  shall  be
         remitted by the  Depositor to such  purported  transferee.  The terms
         and  conditions  of any sale  under  this  clause  (iii)(B)  shall be
         determined  in  the  sole  discretion  of  the  Depositor,   and  the
         Depositor  shall  not be  liable to any  Person  having an  ownership
         interest  or  a  purported   ownership  interest  in  a  Class AR  or
         Class AR-L   Certificate   as  a  result  of  its  exercise  of  such
         discretion.

(iv)  The  Master  Servicer  and  each  Servicer,   on  behalf  of  the  Trust
      Administrator,  shall make  available,  upon  written  request  from the
      Trust Administrator,  all information reasonably available to it that is
      necessary  to compute any tax imposed (A) as a result of the transfer of
      an ownership  interest in a Class AR or  Class AR-L  Certificate  to any
      Person who is not other than a Disqualified Organization,  including the
      information  regarding "excess inclusions" of such Residual  Certificate
      required  to be  provided to the  Internal  Revenue  Service and certain
      Persons as described in Treasury Regulation  Section 1.860D 1(b)(5), and
      (B) as a  result  of  any  regulated  investment  company,  real  estate
      investment  trust,  common  trust fund,  partnership,  trust,  estate or
      organizations  described in Section 1381 of the Code having as among its
      record  holders  at  any  time  any  Person  who  is  not  other  than a
      Disqualified  Organization.  Reasonable  compensation for providing such
      information  may be  required  by the  Master  Servicer  or the  related
      Servicer from such Person.

(v)   The  provisions  of  this   Section 6.02(g)  set  forth  prior  to  this
      Section (v)  may be modified,  added to or eliminated by the  Depositor,
      provided   that   there   shall  have  been   delivered   to  the  Trust
      Administrator the following:

(A)   written  notification  from each  Rating  Agency to the effect  that the
         modification,  addition to or elimination of such provisions will not
         cause such Rating Agency to downgrade its then current  rating of the
         Certificates; and

(B)   a certificate  of the Depositor  stating that the Depositor has received
         an Opinion of  Counsel,  in form and  substance  satisfactory  to the
         Depositor,  to the  effect  that such  modification,  addition  to or
         elimination  of such  provisions  will not cause  the  Trust  Fund to
         cease to  qualify  as a REMIC and will not create a risk that (i) the
         Trust  Fund may be  subject  to an  entity  level  tax  caused by the
         transfer of a Class AR or  Class AR-L  Certificate  to a Person which
         is  not   other   than   a   Disqualified   Organization   or  (2)  a
         Certificateholder  or  another  Person  will  be  subject  to a REMIC
         related  tax  caused  by  the  transfer  of  applicable  Class AR  or
         Class AR-L  Certificate  to a  Person  which  is  not  other  than  a
         Disqualified Organization.

(vi)  The  following  legend  shall  appear  on each  Class AR  or  Class AR-L
      Certificate:

         ANY RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
         BE MADE  ONLY  IF THE  PROPOSED  TRANSFEREE  PROVIDES  A  TRANSFER
         AFFIDAVIT TO THE  DEPOSITOR AND THE TRUST  ADMINISTRATOR  THAT (1)
         SUCH  TRANSFEREE  IS NOT (A)  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,   (B)  ANY  ORGANIZATION  (OTHER  THAN  A
         COOPERATIVE  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, (C) ANY ORGANIZATION  DESCRIBED IN SECTION  1381(a)(2)(C) OF
         THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING  CLAUSES (A),
         (B),  OR (C)  BEING  HEREINAFTER  REFERRED  TO AS A  "DISQUALIFIED
         ORGANIZATION"),  OR (D) AN  AGENT OF A  DISQUALIFIED  ORGANIZATION
         AND (2) NO PURPOSE OF SUCH  TRANSFER  IS TO ENABLE THE  TRANSFEROR
         TO IMPEDE THE  ASSESSMENT OR  COLLECTION  OF TAX.  SUCH  AFFIDAVIT
         SHALL  INCLUDE  CERTAIN   REPRESENTATIONS   AS  TO  THE  FINANCIAL
         CONDITION  OF  THE  PROPOSED   TRANSFEREE.   NOTWITHSTANDING   THE
         REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,  SALE OR
         OTHER DISPOSITION OF THIS [CLASS AR][CLASS AR-L]  CERTIFICATE TO A
         DISQUALIFIED   ORGANIZATION   OR  AN  AGENT   OF  A   DISQUALIFIED
         ORGANIZATION,  SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
         FORCE OR EFFECT  WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
         BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,  INCLUDING,  BUT
         NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS  CERTIFICATE.
         EACH   HOLDER  OF  THE   [CLASS AR][CLASS AR-L]   CERTIFICATE   BY
         ACCEPTANCE OF THIS  CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
         TO THE PROVISIONS OF THIS PARAGRAPH.

(h)   The Trust  Administrator  shall  have no  liability  to the  Trust  Fund
arising  from  a  transfer  of  any  such   Certificate  in  reliance  upon  a
certification,  ruling or Opinion of Counsel  described in this  Section 6.02;
provided,  however,  that the  Trust  Administrator  shall  not  register  the
transfer of any Class AR or Class AR-L  Certificate if it has actual knowledge
that the proposed  transferee does not meet the  qualifications of a permitted
Holder  of  a  Class AR  or  Class AR-L  Certificate  as  set  forth  in  this
Section 6.02.

SECTION 6.03.     Mutilated, Destroyed, Lost or Stolen Certificates.

            If (a) any  mutilated  Certificate  is  surrendered  to the  Trust
Administrator,   or  the  Trust   Administrator   receives   evidence  to  its
satisfaction  of the  destruction,  loss or theft of any  Certificate  and (b)
there is delivered to each Servicer,  the Trustee and the Trust  Administrator
such  security  or  indemnity  as may be required by them to save each of them
harmless,  then,  in the  absence  of  notice  to the  Trustee  and the  Trust
Administrator  that  such  Certificate  has  been  acquired  by  a  bona  fide
purchaser,  the Trust Administrator  shall execute,  authenticate and deliver,
in exchange for or in lieu of any such  mutilated,  destroyed,  lost or stolen
Certificate,  a new  Certificate of like tenor and interest in the Trust Fund.
In  connection   with  the  issuance  of  any  new   Certificate   under  this
Section 6.03,  the  Trust  Administrator  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 Trust Administrator)  connected therewith.  Any replacement Certificate
issued  pursuant  to  this   Section 6.03   shall   constitute   complete  and
indefeasible  evidence  of  ownership  in the  Trust  Fund,  as if  originally
issued,  whether or not the lost,  stolen or  destroyed  Certificate  shall be
found at any time.

SECTION 6.04.     Persons Deemed Owners.

            Prior to due  presentation  of a Certificate  for  registration of
transfer, each Servicer, the Trust Administrator,  and any agent of the Master
Servicer  or any  Servicer,  the Trust  Administrator  may treat the person in
whose name any Certificate is registered as the owner of such  Certificate for
the purpose of receiving  distributions  as provided in this Agreement and for
all  other  purposes  whatsoever,  and  none  of the  Master  Servicer  or the
Servicers, the Trust Administrator,  nor any agent of the Master Servicer or a
Servicer  or the Trust  Administrator  shall be  affected by any notice to the
contrary.

SECTION 6.05.     Access to List of Certificateholders' Names and Addresses.

(a)   If three or more  Certificateholders  (i)  request in  writing  from the
Trust  Administrator a list of the names and addresses of  Certificateholders,
(ii)  state  that such  Certificateholders  desire to  communicate  with other
Certificateholders  with respect to their rights under this Agreement or under
the  Certificates  and (iii)  provide a copy of the  communication  which such
Certificateholders  propose to transmit,  then the Trust Administrator  shall,
within ten  Business  Days  after the  receipt of such  request,  afford  such
Certificateholders  access during normal  business  hours to a current list of
the  Certificateholders.   The  expense  of  providing  any  such  information
requested  by a  Certificateholder  shall be  borne by the  Certificateholders
requesting such information and shall not be borne by the Trust  Administrator
or  the  Trustee.  Every   Certificateholder,   by  receiving  and  holding  a
Certificate,  agrees that the Trustee and the Trust Administrator shall not be
held  accountable  by reason of the  disclosure of any such  information as to
the list of the  Certificateholders  hereunder,  regardless of the source from
which such information was derived.

(b)   The  Master  Servicer  and each  Servicer,  so long as it is a  servicer
hereunder,  DLJMC and the Depositor  shall have unlimited  access to a list of
the  names  and  addresses  of the  Certificateholders  which  list  shall  be
provided by the Trust Administrator promptly upon request.

SECTION 6.06.     Maintenance of Office or Agency.

            The Trust  Administrator  will  maintain or cause to be maintained
at its  expense  an office or offices or agency or  agencies  in  Minneapolis,
Minnesota where  Certificates  may be surrendered for registration of transfer
or exchange and where  notices and demands to or upon the Trust  Administrator
in respect of the  Certificates  and this  Agreement may be served.  The Trust
Administrator  initially  designates its Corporate  Trust Office as its office
for such purpose.  The Trust  Administrator will give prompt written notice to
the  Certificateholders  of any change in the  location  of any such office or
agency.

SECTION 6.07.     Book Entry Certificates.

            Notwithstanding the foregoing, the Book-Entry  Certificates,  upon
original  issuance,  shall be  issued  in the form of one or more  typewritten
Certificates  representing  the  Book-Entry  Certificates,  to be delivered to
DTC, the initial  Clearing  Agency,  by, or on behalf of, the  Depositor.  The
Book-Entry  Certificates  shall  initially be  registered  on the  Certificate
Register  in the  name of Cede & Co.,  the  nominee  of  DTC,  as the  initial
Clearing  Agency,   and  no  Beneficial   Holder  will  receive  a  definitive
certificate   representing   such   Beneficial   Holder's   interest   in  the
Certificates,   except  as   provided  in   Section 6.09.   Unless  and  until
definitive,  fully registered  Certificates  ("Definitive  Certificates") have
been issued to the Beneficial Holders pursuant to Section 6.09:

(a)   the  provisions of this  Section 6.07  shall be in full force and effect
with respect to the Book-Entry Certificates;

(b)   the  Depositor  and the Trust  Administrator  may deal with the Clearing
Agency  for  all  purposes  with  respect  to  the   Book-Entry   Certificates
(including  the  making of  distributions  on such  Certificates)  as the sole
Holder of such Certificates;

(c)   to the extent that the  provisions  of this  Section 6.07  conflict with
any other  provisions of this Agreement,  the provisions of this  Section 6.07
shall control; and

(d)   the  rights of the  Beneficial  Holders of the  Book-Entry  Certificates
shall be exercised only through the Clearing Agency and the  Participants  and
shall be limited  to those  established  by law and  agreements  between  such
Beneficial  Holders and the Clearing Agency and/or the Participants.  Pursuant
to the Depository  Agreement,  unless and until  Definitive  Certificates  are
issued  pursuant  to  Section 6.09,  the  initial  Clearing  Agency  will make
book-entry   transfers  among  the   Participants  and  receive  and  transmit
distributions   of   principal   and   interest  on  the  related   Book-Entry
Certificates to such Participants.

            For  purposes of any  provision  of this  Agreement  requiring  or
permitting  actions with the consent of, or at the  direction  of,  Holders of
the  Book-Entry   Certificates   evidencing  a  specified  percentage  of  the
aggregate  unpaid  principal  amount of such  Certificates,  such direction or
consent may be given by the Clearing  Agency at the  direction  of  Beneficial
Holders  owning such  Certificates  evidencing  the  requisite  percentage  of
principal  amount  of  such   Certificates.   The  Clearing  Agency  may  take
conflicting actions with respect to the Book-Entry  Certificates to the extent
that such actions are taken on behalf of the Beneficial Holders.

SECTION 6.08.     Notices to Clearing Agency.

            Whenever  notice  or  other   communication   to  the  Holders  of
Book-Entry  Certificates  is required under this  Agreement,  unless and until
Definitive    Certificates   shall   have   been   issued   to   the   related
Certificateholders  pursuant to Section 6.09,  the Trust  Administrator  shall
give all such  notices  and  communications  specified  herein  to be given to
Holders of the  Book-Entry  Certificates  to the  Clearing  Agency which shall
give  such  notices  and   communications  to  the  related   Participants  in
accordance with its applicable rules, regulations and procedures.

SECTION 6.09.     Definitive Certificates.

            If (a) the Depositor  advises the Trust  Administrator  in writing
that the Clearing  Agency is no longer  willing or able to properly  discharge
its  responsibilities  under the  Depository  Agreement  with  respect  to the
Certificates and the Trust  Administrator or the Depositor is unable to locate
a qualified successor,  (b) the Depositor,  with the consent of the applicable
Participants,  advises the Trust  Administrator  in writing  that it elects to
terminate the book-entry  system with respect to the  Book-Entry  Certificates
through  the  Clearing  Agency  or (c)  after  the  occurrence  of an Event of
Default,  Holders of Book-Entry  Certificates evidencing not less than 66-2/3%
of the  aggregate  Class  Principal  Balance  of the  Book-Entry  Certificates
advise  the  Trust  Administrator  in  writing  that  the  continuation  of  a
book-entry system with respect to the such  Certificates  through the Clearing
Agency is no longer in the best interests of the Holders of such  Certificates
with respect to the Book-Entry  Certificates  and the applicable  Participants
consent,   the  Trust   Administrator   shall   notify  all  Holders  of  such
Certificates  of the  occurrence  of any such  event and the  availability  of
Definitive  Certificates.  Upon  surrender to the Trust  Administrator  of the
such  Certificates  by  the  Clearing  Agency,   accompanied  by  registration
instructions   from  the   Clearing   Agency  for   registration,   the  Trust
Administrator  shall  authenticate  and deliver the  Definitive  Certificates.
Neither  the  Depositor  nor the Trust  Administrator  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 all references herein to obligations  imposed upon or
to be performed by the Clearing  Agency shall be deemed to be imposed upon and
performed by the Trust  Administrator,  to the extent  applicable with respect
to such Definitive  Certificates,  and the Trust Administrator shall recognize
the Holders of Definitive Certificates as Certificateholders hereunder.

                                  ARTICLE VII

                    THE DEPOSITOR, THE SELLER, THE MASTER
               SERVICER, THE SERVICERS AND THE SPECIAL SERVICER

SECTION 7.01.     Liabilities of the Seller, the Depositor, the Master
                              Servicer, the Back-Up Servicer, the Servicers
                              and the Special Servicer.

            The  Depositor,  each  Seller,  the Master  Servicer,  the Back-Up
Servicer,  each Servicer and the Special  Servicer  shall be liable under this
Agreement to any other party to this  Agreement,  including  the  liability of
each  Servicer  to the Master  Servicer  in  accordance  herewith  only to the
extent of the  obligations  specifically  and  respectively  imposed  upon and
undertaken by them herein.

SECTION 7.02.     Merger or Consolidation of the Seller, the Depositor, the
                              Back-Up Servicer, the Master Servicer, the
                              Servicers or the Special Servicer.

            Subject to the immediately  succeeding  paragraph,  the Depositor,
each Seller, the Master Servicer, the Back-Up Servicer,  each Servicer and the
Special  Servicer  will each do or cause to be done all  things  necessary  to
preserve  and  keep in  full  force  and  effect  its  existence,  rights  and
franchises  (charter  and  statutory)  and will each obtain and  preserve  its
qualification to do business as a foreign  corporation in each jurisdiction in
which such  qualification is or shall be necessary to protect the validity and
enforceability of this Agreement,  or any of the Mortgage Loans and to perform
its respective duties under this Agreement.

            Any  Person  into  which the  Depositor,  the  Seller,  the Master
Servicer,  the Back-Up  Servicer,  any Servicer or the Special Servicer may be
merged  or   consolidated,   or  any  Person  resulting  from  any  merger  or
consolidation to which the Depositor,  the Seller,  the Master  Servicer,  the
Back-Up  Servicer,  any Servicer or the Special  Servicer shall be a party, or
any Person  succeeding  to the  business of the  Depositor,  the  Seller,  the
Back-Up  Servicer or any Servicer,  shall be the  successor of the  Depositor,
the  Seller,  the  Back-Up  Servicer  or such  Servicer,  as the  case may be,
hereunder,  without the execution or filing of any paper or any further act on
the  part  of any of the  parties  hereto,  anything  herein  to the  contrary
notwithstanding;   provided,   however,  that  except  in  connection  with  a
transfer of servicing  pursuant to  Section 7.04(c)  hereof,  the successor or
surviving  Person to the  Master  Servicer,  the  Back-Up  Servicer,  any such
Servicer or the Special  Servicer  shall be qualified to sell  mortgage  loans
to, and to service mortgage loans on behalf of, FNMA or FHLMC.

            Notwithstanding   anything  else  in  this   Section 7.02   or  in
Section 7.04  hereof to the  contrary,  the Master  Servicer or a Servicer may
assign  its  rights  and  delegate  its  duties  and  obligations  under  this
Agreement;  provided, however, that the Master Servicer or such Servicer gives
the  Depositor,  the  Trustee  and  the  Trust  Administrator  notice  of such
assignment;  and provided further, (a) except in connection with a transfer of
servicing  pursuant  to  Section 7.04(c)   hereof,   that  such  purchaser  or
transferee  accepting such  assignment and delegation  shall be an institution
that is a FNMA and FHLMC approved  seller/servicer in good standing, which has
a net worth of at least  $15,000,000,  and which is  willing  to  service  the
Mortgage Loans and (b) such  purchaser or transferee  executes and delivers to
the Depositor,  the Trustee and the Trust Administrator an agreement accepting
such  delegation and  assignment,  which contains an assumption by such Person
of the rights, powers, duties,  responsibilities,  obligations and liabilities
of the Master  Servicer,  the  Back-Up  Servicer or such  Servicer,  with like
effect  as if  originally  named as a party to this  Agreement;  and  provided
further,   except  in  respect  of  any  transfer  of  servicing  pursuant  to
Section 7.04(c)  hereof, that each of the Rating Agencies acknowledge that its
rating of the  Certificates  in effect  immediately  prior to such  assignment
will  not  be  qualified  or  reduced  as a  result  of  such  assignment  and
delegation.  In the case of any such  assignment  and  delegation,  the Master
Servicer,  the Back-Up  Servicer or such  Servicer  shall be released from its
obligations under this Agreement  (except as provided above),  except that the
Master Servicer,  Back-Up Servicer or the related Servicer shall remain liable
for all  liabilities and  obligations  incurred by it as the Master  Servicer,
Back-Up  Servicer  or  Servicer  hereunder  prior to the  satisfaction  of the
conditions  to such  assignment  and  delegation  set  forth in the  preceding
sentence.

SECTION 7.03.     Limitation on Liability of the Seller, the Depositor, the
                              Master Servicer, the Back-Up Servicer, the
                              Servicers, the Special Servicer and Others.

            None of the Depositor,  the Master Servicer, the Back-Up Servicer,
any Servicer,  the Seller,  the Special  Servicer,  nor any of the  directors,
officers,  employees  or agents of the  Depositor,  the Master  Servicer,  the
Back-Up  Servicer,  any Servicer,  the Seller or the Special Servicer shall be
under any  liability  to the  Certificateholders  for any action  taken or for
refraining  from the  taking of any  action  in good  faith  pursuant  to this
Agreement, or for errors in judgment;  provided,  however, that this provision
shall not protect the Depositor,  the Master Servicer,  the Back-Up  Servicer,
any  Servicer,  the  Seller or the  Special  Servicer  against  any  breach of
representations or warranties made by it herein or protect the Depositor,  the
Master  Servicer,  the  Back-Up  Servicer,  any  Servicer,  the  Seller or the
Special  Servicer or any such  director,  officer,  employee or agent from any
liability which would otherwise be imposed by reasons of willful  misfeasance,
bad faith or gross  negligence  in the  performance  of duties or by reason of
reckless  disregard of obligations and duties  hereunder.  The Depositor,  the
Master  Servicer,  the  Back-Up  Servicer,  any  Servicer,  the Seller and the
Special  Servicer  and  any  director,  officer,  employee  or  agent  of  the
Depositor,  the Master  Servicer,  the Back-Up  Servicer,  any  Servicer,  the
Seller or the Special  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 Depositor,  the Master Servicer,  the Back-Up
Servicer,  any Servicer, the Seller and the Special Servicer and any director,
officer,  employee or agent of the Depositor, the Master Servicer, the Back-Up
Servicer,   any  Servicer,  the  Seller  or  the  Special  Servicer  shall  be
indemnified  by the Trust Fund 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
incurred by reason of willful  misfeasance,  bad faith or gross  negligence in
the  performance  of duties  hereunder  or by reason of reckless  disregard of
obligations  and  duties  hereunder.   None  of  the  Depositor,   the  Master
Servicer,  the  Back-Up  Servicer,  any  Servicer,  the Seller or the  Special
Servicer shall be under any  obligation to appear in,  prosecute or defend any
legal action that is not incidental to their  respective  duties hereunder and
which in its opinion may  involve it in any  expense or  liability;  provided,
however, that the Depositor,  the Master Servicer,  the Back-Up Servicer,  any
Servicer,  the Seller or the Special Servicer may in its discretion  undertake
any such action that it may deem  necessary  or  desirable  in respect of this
Agreement  and the rights and duties of the parties  hereto and  interests  of
the Trustee,  the Trust  Administrator and the  Certificateholders  hereunder;
provided,  however,  that in the event the  related  Servicer  agrees,  at the
request  of the  Seller,  to act on behalf of the  Seller  in any  dispute  or
litigation  that is not  incidental to such  Servicer's  duties  hereunder and
that relates to the  origination  of a Mortgage Loan, the Seller shall pay all
expenses  associated  with the management and defense of such claim.  Anything
in this  Agreement  to the  contrary  notwithstanding,  in no event  shall the
Master Servicer,  the Back-Up  Servicer,  any Servicer or the Special Servicer
be liable for special,  indirect or  consequential  loss or damage of any kind
whatsoever  (including  but not limited to lost  profits),  even if the Master
Servicer,  the Back-Up Servicer,  the related Servicer or the Special Servicer
has been advised of the  likelihood  of such loss or damage and  regardless of
the form of action.

SECTION 7.04.     Master Servicer and Servicer Not to Resign; Transfer of
                              Servicing.

(a)   Neither  the Master  Servicer  nor any  Servicer  shall  resign from the
obligations  and duties hereby imposed on it except (i) upon  appointment of a
successor  master  servicer or  successor  servicer and receipt by the Trustee
and the Trust  Administrator  of a letter from each Rating  Agency that such a
resignation and appointment  will not result in a downgrading of the rating of
any of the  Certificates  related to the applicable  Mortgage  Loans,  or (ii)
upon  determination  that its duties hereunder are no longer permissible under
applicable  law.  Any such  determination  under  clause (ii)  permitting  the
resignation  of the Master  Servicer or a Servicer  shall be  evidenced  by an
Opinion of Counsel  to such  effect  delivered  to the  Trustee  and the Trust
Administrator.   No  such   resignation   shall  become  effective  until  the
successor master servicer or successor  servicer shall have assumed the Master
Servicer  or  such  Servicer's,  as  applicable,   responsibilities,   duties,
liabilities and obligations hereunder in accordance with Section 8.02 hereof.

(b)   Notwithstanding the foregoing,  at DLJMC's request, so long as it is the
owner of the  related  servicing  rights,  the  Master  Servicer  or SPS shall
resign,  upon the selection and appointment of a successor  master servicer or
servicer,  as applicable;  provided that DLJMC delivers to the Trustee and the
Trust   Administrator  the  letter  required  in  Section   7.04(a)(i)  above.
Notwithstanding  the  foregoing,  in the event  that the  Master  Servicer  is
appointed  as the  successor  servicer  to SPS,  the  requirements  of Section
7.04(a)(i)  shall  be  waived.  In  connection  with  the  foregoing,   unless
otherwise  directed by DLJMC in writing on or prior to December 1, 2004, DLJMC
hereby  directs SPS to resign as Servicer  hereunder  and  appoints the Master
Servicer to service the SPS Serviced  Mortgage Loans,  effective as of January
1, 2005. In connection with its  resignation,  SPS hereby agrees to deliver to
the Master  Servicer on the date of its  resignation a schedule  setting forth
all of the SPS  Mortgage  Loans as of such date.  The Master  Servicer  agrees
that, as of January 1, 2005, it will service the SPS Serviced  Mortgage Loans,
and that such loans shall constitute  Wells Fargo Serviced  Mortgage Loans, in
accordance  with the terms of this Agreement.  If the Master Servicer  resigns
pursuant  to this  Section  7.04(b),  DLJMC  shall pay the Master  Servicer an
amount equal to the product of (a) the Stated Principal  Balance of all of the
Mortgage  Loans  then  outstanding  and (b)  0.02%.  In  connection  with  any
resignation  of SPS pursuant to this Section  7.04(b),  DLJ Mortgage  Capital,
Inc.  may  designate  one or more  Servicers  (which  may be  SPS's  successor
servicer) to act as the Terminating Entity under this Agreement.

(c)   [Reserved].

(d)   Notwithstanding the foregoing,  if the Trust Administrator shall for any
reason no longer be Trust  Administrator  hereunder,  at DLJMC's request,  the
Master  Servicer  shall  resign,  upon  the  selection  and  appointment  of a
successor  master  servicer;  provided that DLJMC  delivers to the Trustee and
the Trust Administrator the letter required in Section 7.04(a)(i) above.

(e)   Notwithstanding the foregoing,  at DLJMC's request, the Special Servicer
shall  resign,  upon the  selection  and  appointment  of a successor  special
servicer by DLJMC;  provided that DLJMC  delivers to the Trustee and the Trust
Administrator the letter required in Section 7.04(a)(i) above.

SECTION 7.05.     Master Servicer, Seller and Servicers May Own Certificates.

            Each of the Master  Servicer,  each Seller,  the Special  Servicer
and each  Servicer  in its  individual  or any other  capacity  may become the
owner or pledgee of  Certificates  with the same rights as it would have if it
were not the Master Servicer, a Seller, the Special Servicer or a Servicer.

SECTION 7.06.     Termination of Duties of the Back-Up Servicer.

            The rights and  obligations  of the  Back-Up  Servicer  under this
Agreement  shall  terminate  upon the  earlier of (i) the  appointment  of the
Back-Up Servicer (or its affiliate) as successor  Servicer to SPS and (ii) the
termination of Wells Fargo as Back-Up  Servicer by the Seller.  The Seller may
remove Wells Fargo as Back-Up Servicer at any time.

                                 ARTICLE VIII

                                   DEFAULT

SECTION 8.01.     Events of Default.

            "Event of Default,"  wherever  used  herein,  and as to the Master
Servicer or any  Servicer,  means any one of the  following  events  (whatever
reason  for such  Event of  Default  and  whether  it  shall be  voluntary  or
involuntary  or be effected by operation  of law or pursuant to any  judgment,
decree  or  order  of any  court  or any  order,  rule  or  regulation  of any
administrative or governmental body):

(a)   any  failure  by the  Master  Servicer  or a  Servicer  to  remit to the
Certificateholders  or to the Trust  Administrator  any payment  other than an
Advance  required to be made by the Master Servicer or such Servicer under the
terms of this Agreement,  which failure shall continue unremedied for a period
of (i) with  respect to the  Master  Servicer  or a Servicer  other than Wells
Fargo,  one Business  Day and (ii) with  respect to Wells Fargo,  two Business
Days,  after the date upon which  written  notice of such  failure  shall have
been given to the Master Servicer or such Servicer by the Trust  Administrator
or the  Depositor  or to the Master  Servicer or the related  Servicer and the
Trust  Administrator  by the Holders of Certificates  having not less than 25%
of the Voting Rights evidenced by the Certificates; or

(b)   any  failure by the Master  Servicer or a Servicer to observe or perform
in any material  respect any other of the  covenants or agreements on the part
of the Master  Servicer or a Servicer  contained in this Agreement  (except as
set forth in (c) and (g) below)  which  failure  (i)  materially  affects  the
rights of the  Certificateholders  and (ii) shall  continue  unremedied  for a
period of 60 days  after  the date on which  written  notice  of such  failure
shall have been given to the Master  Servicer  or such  Servicer  by the Trust
Administrator  or the Depositor,  or to the Master  Servicer or a Servicer and
the Trust  Administrator  by the Holders of  Certificates  evidencing not less
than 25% of the Voting Rights evidenced by the Certificates; or

(c)   if a  representation  or warranty set forth in Section 2.03  hereof made
solely in its capacity as the Master  Servicer or a Servicer shall prove to be
materially  incorrect as of the time made in any respect that  materially  and
adversely affects interests of the  Certificateholders,  and the circumstances
or  condition  in  respect  of  which  such  representation  or  warranty  was
incorrect  shall not have been  eliminated  or cured  within 90 days after the
date on which  written  notice  thereof  shall  have been  given to the Master
Servicer  or the  related  Servicer  and  the  related  Seller  by  the  Trust
Administrator for the benefit of the  Certificateholders  or by the Depositor;
or

(d)   a decree or order of a court or agency or supervisory  authority  having
jurisdiction  in the premises for the appointment of a conservator or receiver
or liquidator 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 or a
Servicer  and such decree or order shall have  remained in force  undischarged
or unstayed for a period of 60 days; or

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

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

(g)   any failure of the Master  Servicer or a Servicer to make any Advance in
the manner and at the time required to be made from its own funds  pursuant to
Section 5.01  of this  Agreement and after receipt of written  notice from the
Trust  Administrator of such failure,  which failure continues  unremedied (i)
with  respect to the Master  Servicer or a Servicer,  other than Wells  Fargo,
after 2 p.m.,  New York City time, on the Business Day  immediately  following
the Master Servicer's or such Servicer's  receipt of such notice and (ii) with
respect to Wells  Fargo,  on the second  Business  Day  immediately  following
Wells Fargo's receipt of such notice; or

(h)   notwithstanding  anything to the  contrary in  Section 8.01(b)  and with
respect to SPS,  (i) (A) any failure by SPS to comply  with  Section 13.01(a),
which  failure  shall  continue  unremedied  for a period of 30 days after the
date on which  written  notice of such failure shall have been given to SPS by
the Master Servicer and (B) the Master  Servicer shall have delivered  written
notice to the Trust  Administrator  and  Depositor  that such  failure has not
been  remedied  after  such 30 day  period,  or (ii) the Master  Servicer  has
concluded in a written report to the Trust Administrator,  based solely on the
reports  required to be  delivered  to the Master  Servicer by SPS pursuant to
Section 13.01(a),  either (1) that SPS is not servicing the SPS Mortgage Loans
in  accordance  with Accepted  Servicing  Practices or (2) that SPS has failed
the Loss and Delinquency Test; or

(i)   with  respect to SPS and after the Closing  Date,  (1) any  reduction or
withdrawal of the ratings of SPS as a servicer of subprime  mortgage  loans by
one or more of the Rating  Agencies  that  maintains a servicer  rating system
and a Rating on the  Certificates to "below average" or below,  except for any
downgrade  by Fitch to "below  average"  or below  within  nine  months of the
Cut-off Date, it being  understood that the existence of any such rating as of
the Closing  Date shall not  constitute  an Event of Default  hereunder or (2)
any  reduction  or  withdrawal  of the  Ratings  of any Class of  Certificates
attributable  solely to SPS or the servicing of the SPS Mortgage  Loans by SPS
or (3) any  placement  by a Rating  Agency  of any  Class of  Certificates  on
credit  watch with  negative  implications  attributable  solely to SPS or the
servicing of the SPS Mortgage Loans by SPS; or

(j)   (a) either (i) the  servicer  rankings or ratings for a Servicer,  other
than SPS, are  downgraded  two or more levels below the level in effect on the
Closing Date by one or more of the Rating Agencies rating the  Certificates or
(ii) the  servicer  rankings or ratings for a  Servicer,  other than SPS,  are
downgraded  to "below  average"  status by one or more of the Rating  Agencies
rating the  Certificates  or (b) one or more classes of the  Certificates  are
downgraded  or  placed  on  negative  watch  due in  whole  or in  part to the
performance or servicing of a Servicer, other than SPS; or

(k)   (a) either  the  master  servicer  rankings  or  ratings  for the Master
Servicer  are  downgraded  two or more levels below the level in effect on the
Closing date by one or more of the Rating Agencies rating the  Certificates or
(ii) the Master  Servicer  rankings  or ratings for the Master  Servicer,  are
downgraded  to "below  average"  status by one or more of the Rating  Agencies
rating the  Certificates  or (b) one or more classes of the  Certificates  are
downgraded  or  placed  on  negative  watch  due in  whole  or in  part to the
performance or master servicing of the Master Servicer.

            If an Event of  Default  due to the  actions  or  inaction  of the
Master  Servicer  or a Servicer  described  in clauses (a) through (f) of this
Section shall  occur,  then,  and in each and every such case, so long as such
Event of Default  shall not have been  remedied,  (i) the Trust  Administrator
shall  at  the  direction  of  the  Trustee  or the  Holders  of  Certificates
evidencing  not  less  than  25%  of  the  Voting  Rights   evidenced  by  the
Certificates,  by notice in writing to the Master  Servicer  or such  Servicer
(with  a copy  to the  Rating  Agencies),  terminate  all  of the  rights  and
obligations  of the Master  Servicer  or such  Servicer  under this  Agreement
(other  than rights to  reimbursement  for  Advances  and  Servicing  Advances
previously  made, as provided in  Section 3.08)  and (ii) the Master  Servicer
may,  if such  Event  of  Default  is due to the  actions  or  inactions  of a
Servicer  by notice in  writing  to such  Servicer  (with a copy to the Rating
Agencies),  terminate all of the rights and obligations of such Servicer under
this Agreement (other than rights to reimbursement  for Advances and Servicing
Advances previously made, as provided in Section 3.08).

            If an Event of Default  described in clause (g) shall  occur,  (i)
if the Master Servicer has failed to make any Advance,  the Trustee,  and (ii)
if any  Servicer has failed to make any Advance,  the Master  Servicer,  shall
prior to the  next  Distribution  Date,  immediately  make  such  Advance  and
terminate  the rights and  obligations  of the Master  Servicer or  applicable
Servicer,  as applicable,  hereunder and succeed to the rights and obligations
of the Master Servicer or such Servicer, as applicable,  hereunder pursuant to
Section 8.02,  including the  obligation  to make Advances on such  succeeding
Distribution  Date  pursuant  to the terms  hereof.  No Event of Default  with
respect  to the  Master  Servicer  or a  Servicer  shall  affect the rights or
duties of any other  Servicer  or  constitute  an Event of  Default  as to any
other Servicer.

            If an Event of Default  set forth in clause  (h)(ii)  above  shall
occur,  the Trust  Administrator  shall  furnish  the  Certificateholders  the
Master Servicer's written report as to SPS' servicing  performance in the next
monthly   statement   to    Certificateholders    distributed    pursuant   to
Section 4.05.  If an Event of  Default  set forth in  clause  (h) or (i) shall
occur, the Trust  Administrator  or the Depositor  (after  consulting with the
Trust   Administrator),   may,  or  at  the  direction  of  Certificateholders
evidencing  not less than 51% or more of the Voting  Rights  evidenced  by the
Certificates,  the  Trust  Administrator  shall,  by  written  notice  to  the
Servicer (with a copy to each Rating Agency),  terminate all of the rights and
obligations  of SPS as  Servicer  under  this  Agreement.  With  respect to an
Event  of  Default  set  forth  in  clauses  (h) or (i)  above  and  upon  any
termination  of  SPS  as  Servicer  pursuant  to  this  paragraph,  DLJMC,  in
accordance  with   Section 7.04(b),   shall  appoint  a  successor   servicer,
irrespective of DLJMC's ownership of the related  servicing  rights.  Any such
servicing  transfer as a result of an Event of Default set forth in clause (h)
or (i) shall be accomplished in 60 days from the date the Trust  Administrator
delivers the Master Servicer's report to  Certificateholders  or from the date
SPS received such notice of termination.

            If an Event of Default  described in clause (h) or (i)(3)  occurs,
DLJMC  shall  reimburse  SPS  for  all  unreimbursed  Advances  and  Servicing
Advances  made  by  SPS  on the  date  the  servicing  is  transferred  to the
successor  servicer  hereunder and DLJMC shall be entitled to reimbursement by
the  successor  servicer of any such amounts as and to the extent such amounts
are received by the successor servicer under the terms of this Agreement.

            If an Event of Default described in clause (i) or (j) occurs,  the
Master  Servicer or the  Back-Up  Servicer  solely with  respect to clause (i)
shall at the  direction  of  DLJMC,  by notice in  writing  to such  Servicer,
terminate  all of the  rights and  obligations  of such  Servicer,  under this
Agreement  (other than rights to  reimbursement  for  Advances  and  Servicing
Advances  previously made, as provided in  Section 3.08)  and shall appoint as
successor   Servicer  the  entity   selected  by  DLJMC  in  accordance   with
Section 8.02;  provided  DLJMC shall first  furnish to the Master  Servicer or
the Back-Up  Servicer a letter from each Rating Agency that the appointment of
such  successor  will not result in a downgrading  of the rating of any of the
Certificates.

            If an Event  of  Default  described  in  clause  (k)  occurs,  the
Trustee  shall at the  direction of DLJMC,  by notice in writing to the Master
Servicer,  terminate all of the rights and  obligations of the Master Servicer
under  this  Agreement  (other  than  rights  to  reimbursement  for  Advances
previously made, as provided in  Section 3.08)  and shall appoint as successor
Master Servicer the entity selected by DLJMC in accordance with  Section 8.02;
provided  DLJMC shall  first  furnish to the Trustee a letter from each Rating
Agency  that  the   appointment  of  such  successor  will  not  result  in  a
downgrading of the rating of any of the Certificates.

            No Event of Default with respect to the Servicer  shall affect the
rights or duties of the Master  Servicer or  constitute an Event of Default as
to the Master Servicer.

SECTION 8.02.     Master Servicer or Trust Administrator to Act; Appointment
                              of Successor.

            On and after the time the Master  Servicer or a Servicer  receives
a notice of termination  pursuant to Section 8.01  hereof or resigns  pursuant
to Section 7.04 hereof,  subject to the provisions of Section 3.04 hereof, the
Trustee (in the case of the Master  Servicer),  the Back-Up  Servicer  (in the
case of SPS),  or the Master  Servicer (in the case of a  Servicer),  shall be
the  successor in all  respects to the Master  Servicer or such  Servicer,  as
applicable,  in its capacity as servicer under this Agreement and with respect
to 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  or such  Servicer,  as  applicable,  by the  terms  and
provisions hereof;  provided that the Trustee,  the Trust  Administrator,  the
Master Servicer or the Back-Up  Servicer,  as applicable,  shall not be deemed
to have made any  representation  or warranty as to any Mortgage  Loan made by
the Master Servicer or any Servicer,  as applicable,  and shall not effect any
repurchases or substitutions of any Mortgage Loan;  provided further,  that it
is  understood  and  acknowledged  by the parties  hereto that there will be a
full period of  transition  (not to exceed ninety (90) days) before the actual
servicing  functions of any Servicer can be fully  transferred  to Wells Fargo
as  successor  Servicer;   provided  further,   that  during  such  period  of
transition  Wells Fargo,  as successor  Servicer,  shall  continue to make all
required   Compensating   Interest  Payments  and  Advances.  As  compensation
therefor,  the Trustee, the Trust  Administrator,  the Back-Up Servicer or the
Master  Servicer,  as  applicable,  shall be entitled to all funds relating to
the  Mortgage  Loans  that  the  Master  Servicer  or  related  Servicer  (the
"Replaced  Servicer")  would  have been  entitled  to  charge  to the  related
Collection  Account if the Replaced  Servicer had  continued to act  hereunder
(except that the  Replaced  Servicer  shall retain the right to be  reimbursed
for advances (including, without limitation,  Advances and Servicing Advances)
theretofore  made by the Replaced  Servicer  with respect to which it would be
entitled to be  reimbursed as provided in  Section 3.08  if it had not been so
terminated or resigned).  Notwithstanding the foregoing,  if the Trustee,  the
Trust  Administrator,   the  Back-Up  Servicer  or  the  Master  Servicer,  as
applicable,  has become the  successor to a Replaced  Servicer,  in accordance
with this  Section 8.02,  the Trustee,  the Trust  Administrator,  the Back-Up
Servicer or the Master Servicer, as applicable,  may, if it shall be unwilling
to so act, or shall, if it is unable to so act,  appoint,  or petition a court
of competent  jurisdiction to appoint, any established mortgage loan servicing
institution,  the  appointment  of which  does not  adversely  affect the then
current rating of the  Certificates,  as the successor to the Master Servicer,
the  Back-Up  Servicer  or  a  Servicer,  as  applicable,   hereunder  in  the
assumption of all or any part of the  responsibilities,  duties or liabilities
of the Master Servicer,  the Back-Up Servicer or such Servicer, as applicable,
provided that such successor to the Master  Servicer,  the Back-Up Servicer or
the  Servicer,   as  applicable,   shall  not  be  deemed  to  have  made  any
representation  or  warranty  as to any  Mortgage  Loan  made  by  the  Master
Servicer or the related  Servicer,  as  applicable.  Pending  appointment of a
successor  to the Master  Servicer,  the Back-Up  Servicer  or a Servicer,  as
applicable,  hereunder,  the Trustee,  the Trust  Administrator  or the Master
Servicer,  as  applicable,  unless  such  party is  prohibited  by law from so
acting,  shall act in such capacity as provided  herein.  In  connection  with
such appointment and assumption,  the Trustee,  the Trust  Administrator,  the
Master  Servicer  or the  Back-Up  Servicer,  as  applicable,  may  make  such
arrangements  for  the  compensation  of such  successor  out of  payments  on
Mortgage Loans as it and such successor shall agree;  provided,  however, that
no such  compensation  shall  be in  excess  of that  permitted  the  Replaced
Servicer,  hereunder.  The  Trustee,  the Trust  Administrator  or the  Master
Servicer,   as  applicable,   and  such  successor  shall  take  such  action,
consistent with this  Agreement,  as shall be necessary to effectuate any such
succession.  None  of  the  Trustee,  the  Trust  Administrator,   the  Master
Servicer  nor any other  successor  servicer  shall be deemed to be in default
hereunder  by reason of any  failure  to make,  or any  delay in  making,  any
distribution  hereunder  or any  portion  thereof  caused by the  failure of a
Replaced Servicer to deliver, or any delay in delivering,  cash,  documents or
records to it.

            A  Replaced  Servicer  that  has  been  terminated  shall,  at the
request of the Trustee,  the Trust  Administrator,  the Master Servicer or the
Back-Up Servicer, as applicable,  but at the expense of such Replaced Servicer
deliver to the  assuming  party all  documents  and  records  relating  to the
applicable  Mortgage Loans and an accounting of amounts  collected and held by
it and otherwise  use  commercially  reasonable  efforts to effect the orderly
and  efficient  transfer and  assignment  of such  servicing,  but only to the
extent of the Mortgage  Loans  serviced  thereunder,  to the  assuming  party.
Notwithstanding  anything to the contrary contained herein, the termination of
a Servicer under this Agreement shall not extend to any  Sub-Servicer  meeting
the  requirements  of  Section 3.02(a)  and  otherwise  servicing  the related
Mortgage Loans in accordance with the servicing provisions of this Agreement.

            The Master Servicer,  the Back-Up Servicer and each Servicer shall
cooperate  with the  Trustee  and the Trust  Administrator  and any  successor
servicer   in   effecting   the   termination   of   a   Replaced   Servicer's
responsibilities  and rights  hereunder,  including  without  limitation,  the
transfer to such successor for  administration by it of all cash amounts which
shall at the time be credited by such  Servicer to the  applicable  Collection
Account or thereafter received with respect to the Mortgage Loans.

            None  of the  Trustee,  the  Trust  Administrator  nor  any  other
successor  servicer  shall be deemed to be in default  hereunder  by reason of
any failure to make,  or any delay in making,  any  distribution  hereunder or
any  portion  thereof  caused by (a) the failure of the Master  Servicer,  the
Back-Up  Servicer or any Servicer to (i) deliver,  or any delay in delivering,
cash,  documents  or  records to it, or  (ii) cooperate  as  required  by this
Agreement,  or (b)  restrictions  imposed by any regulatory  authority  having
jurisdiction  over the Master  Servicer,  the Back-Up  Servicer or the related
Servicer.

            Any  successor to a Servicer as servicer  shall during the term of
its  service as servicer  maintain  in force the policy or policies  that such
Servicer is required to maintain pursuant to Section 3.09(b) hereof.

            If a  Servicer  that has been  terminated  fails to pay all  costs
related  to the  transition  of  servicing  to  the  successor  Servicer,  the
successor  Servicer shall be entitled to  reimbursement  of those amounts from
the Trust.

            In connection  with the  termination  or resignation of a Servicer
hereunder,   either  (i)  the   successor   Servicer,   including   the  Trust
Administrator  or  Master  Servicer  if either  of such  parties  is acting as
successor  Servicer or Back-Up  Servicer,  shall represent and warrant that it
or an  affiliate  is a member  of MERS in good  standing  and  shall  agree to
comply in all  material  respects  with the rules  and  procedures  of MERS in
connection  with  the  servicing  of  the  related  Mortgage  Loans  that  are
registered  with MERS,  or (ii) the Replaced  Servicer,  at its sole  expense,
shall  cooperate  with the  successor  Servicer  either (x) in causing MERS to
execute and deliver an Assignment  of Mortgage in recordable  form to transfer
the  Mortgage  from MERS to the Trustee and to execute and deliver  such other
notices,  documents and other  instruments as may be necessary or desirable to
effect a transfer of such  Mortgage Loan or servicing of such Mortgage Loan on
the  MERS®  System  to  the  successor  Servicer  or (y) in  causing  MERS  to
designate on the MERS® System the  successor  Servicer as the servicer of such
Mortgage  Loan (at the cost  and  expense  of the  successor  Servicer  to the
extent such costs relate to the qualification of such successor  Servicer as a
member of MERS,  otherwise at the cost and expense of the Replaced  Servicer).
The Replaced  Servicer shall file or cause to be filed any such  assignment in
the  appropriate  recording  office.  The successor  Servicer shall cause such
assignment  to be  delivered  to the  Trustee  promptly  upon  receipt  of the
original with evidence of recording  thereon or a copy certified by the public
recording office in which such assignment was recorded.

SECTION 8.03.     Notification to Certificateholders.

(a)   Upon  any  termination  or  appointment  of a  successor  to the  Master
Servicer or any Servicer,  the Trust  Administrator  shall give prompt written
notice thereof to the Seller, and the  Certificateholders  at their respective
addresses  appearing in the Certificate  Register and to the Rating  Agencies,
or, as  applicable,  the Master  Servicer  shall give  prompt  written  notice
thereof to the Trust Administrator.

(b)   Within two Business  Days after the  occurrence of any Event of Default,
the  Trust  Administrator  shall  transmit  by  mail  to the  Seller  and  all
Certificateholders,  and the  Rating  Agencies  notice of each  such  Event of
Default  hereunder  known to the Trust  Administrator,  unless  such  Event of
Default shall have been cured or waived.

SECTION 8.04.     Waiver of Events of Default.

            The  Holders  representing  at least 66% of the  Voting  Rights of
Certificates  affected  by a default or Event of Default  hereunder  may waive
any  default or Event of  Default;  provided,  however,  that (a) a default or
Event of Default under clause (g) of Section 8.01  may be waived,  only by all
of the Holders of  Certificates  affected by such  default or Event of Default
and (b) no waiver  pursuant to this  Section 8.04  shall affect the Holders of
Certificates  in the manner set forth in  Section 12.01(b)(i),  (ii) or (iii).
Upon  any  such  waiver  of a  default  or Event  of  Default  by the  Holders
representing  the  requisite  percentage  of  Voting  Rights  of  Certificates
affected  by such  default  or  Event of  Default,  such  default  or Event of
Default  shall  cease to exist and  shall be  deemed  to have  been  cured and
remedied  for every  purpose  hereunder.  No such waiver  shall  extend to any
subsequent  or  other  default  or  Event  of  Default  or  impair  any  right
consequent thereon except to the extent expressly so waived.

                                  ARTICLE IX

                            CONCERNING THE TRUSTEE

SECTION 9.01.     Duties of Trustee.

            The Trustee,  prior to the  occurrence  of an Event of Default and
after the curing or waiver of all Events of  Default  that may have  occurred,
undertakes  with  respect to the Trust Fund to  perform  such  duties and only
such  duties  as are  specifically  set  forth in this  Agreement.  In case an
Event of Default of which a  Responsible  Officer  of the  Trustee  shall have
actual knowledge has occurred and remains uncured,  the Trustee shall exercise
such of the  rights  and powers  vested in it by this  Agreement,  and use the
same degree of care and skill in their  exercise,  as a prudent  person  would
exercise or use under the  circumstances  in the conduct of such  person's own
affairs.  Any  permissive  right of the  Trustee  set forth in this  Agreement
shall not be construed as a duty.

            The  Trustee,  upon  receipt  of  all  resolutions,  certificates,
statements,   opinions,   reports,  documents,  orders  or  other  instruments
furnished  to the  Trustee  that are  specifically  required  to be  furnished
pursuant to any  provision of this  Agreement  shall examine them to determine
whether  they  conform to the  requirements  of this  Agreement.  The  Trustee
shall have no duty to  recompute,  recalculate  or verify the  accuracy of any
resolution,  certificate, statement, opinion, report, document, order or other
instrument  so furnished to the Trustee.  If any such  instrument is found not
to conform in any material respect to the requirements of this Agreement,  the
Trustee shall notify the  Certificateholders  of such  instrument in the event
that the  Trustee,  after so  requesting,  does not  receive a  satisfactorily
corrected instrument.

            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,  its  negligent  failure to perform its
obligations in compliance  with this  Agreement,  or any liability which would
be  imposed  by reason of its  willful  misfeasance  or bad  faith;  provided,
however, that:

(a)   prior to the  occurrence  of an Event of Default of which a  Responsible
Officer of the Trustee  shall have actual  knowledge,  and after the curing or
of all such  Events  of  Default  that  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  personally  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 the Trustee may conclusively
rely, as to the truth of the  statements  and the  correctness of the opinions
expressed therein,  upon any certificates or opinions furnished to the Trustee
and  conforming  to the  requirements  of this  Agreement  which it reasonably
believed  in good faith to be genuine  and to have been duly  executed  by the
proper authorities respecting any matters arising hereunder;

(b)   the  Trustee  shall not be  personally  liable for an error of  judgment
made in good faith by a  Responsible  Officer or  Responsible  Officers of the
Trustee,  unless the Trustee was negligent in  ascertaining  or  investigating
the pertinent facts;

(c)   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
this  Agreement  at the  direction of the Holders of  Certificates  evidencing
greater than 50% of the Voting Rights  allocated to each Class of Certificates
relating to the time,  method and place of conducting  any  proceeding for any
remedy  available to the Trustee,  or exercising any trust or power  conferred
upon the Trustee, under this Agreement;

(d)   no provision of this  Agreement  shall  require the Trustee to expend or
risk  its  own  funds  or  otherwise  incur  any  financial  liability  in the
performance  of any of its duties  hereunder  or in the exercise of any of its
rights  or powers if it shall  have  reasonable  grounds  for  believing  that
repayment of such funds or adequate  indemnity  against such risk or liability
is not reasonably assured to it; and

(e)   the Trustee shall have no responsibility  for any act or omission of the
Trust  Administrator  or  LaSalle,  it being  understood  and agreed  that the
Trustee,  Trust Administrator and LaSalle are independent  contractors and not
agents, partners or joint venturers.

            The Trustee shall not be deemed to have  knowledge of any Event of
Default or event which,  with notice or lapse of time,  or both,  would become
an Event of Default,  unless a  Responsible  Officer of the Trustee shall have
received  written  notice  thereof  from  a  Servicer,   the  Depositor  or  a
Certificateholder,  or a Responsible  Officer of the Trustee has actual notice
thereof,  and in the absence of such notice no provision  hereof requiring the
taking of any action or the assumption of any duties or  responsibility by the
Trustee  following the occurrence of any Event of Default or event which, with
notice or lapse of time or both,  would  become an Event of Default,  shall be
effective as to the Trustee.

            The  Trustee  shall  have no duty  hereunder  with  respect to any
complaint,  claim,  demand,  notice or other  document it may receive or which
may be alleged to have been  delivered  to or served upon it by the parties as
a consequence  of the  assignment of any Mortgage  Loan  hereunder;  provided,
however,  that the Trustee  shall use its best  efforts to remit to the Master
Servicer or the related  Servicer upon receipt of any such  complaint,  claim,
demand,  notice or other  document  (i) which is  delivered  to the  Corporate
Trust Office of the Trustee,  (ii) of which a  Responsible  Officer has actual
knowledge,  and  (iii) which  contains  information  sufficient  to permit the
Trustee to make a determination  that the real property to which such document
relates is a Mortgaged Property.

SECTION 9.02.     Certain Matters Affecting the Trustee.

(a)   Except as otherwise provided in Section 9.01:

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

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

(iii) the Trustee  shall be under no  obligation to exercise any of the trusts
      or powers  vested in it by this  Agreement or to  institute,  conduct or
      defend any  litigation  hereunder or in relation  hereto at the request,
      order or  direction  of any of the  Certificateholders  pursuant  to the
      provisions of this Agreement,  unless such Certificateholders shall have
      offered to the  Trustee  reasonable  security or  indemnity  against the
      costs,  expenses  and  liabilities  which  may be  incurred  therein  or
      thereby;  nothing contained herein shall,  however,  relieve the Trustee
      of the  obligation,  upon the occurrence of an Event of Default of which
      a Responsible  Officer of the Trustee shall have actual knowledge (which
      has not been  cured or  waived),  to  exercise  such of the  rights  and
      powers  vested in it by this  Agreement,  and to use the same  degree of
      care and skill in their  exercise as a prudent  person would exercise or
      use under the circumstances in the conduct of such person's own affairs;

(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 an Event of Default  hereunder and after the
      curing or waiver of all Events of Default  that 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  document,  unless  requested  in  writing  so to do by
      Holders  of  Certificates  evidencing  greater  than  50% of the  Voting
      Rights allocated to each Class of Certificates;  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 expense or liability as a condition to taking any such action;  the
      reasonable expense of every such investigation  shall be paid (A) by the
      Master  Servicer  or by the  applicable  Servicer in the event that such
      investigation  relates to an Event of Default by the Master  Servicer or
      by such  Servicer,  respectively,  if an Event of  Default by the Master
      Servicer or by such Servicer shall have occurred and is continuing,  and
      (B) otherwise by the Certificateholders requesting the investigation;

(vi)  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 and the Trustee shall not be  responsible  for any  misconduct
      or negligence on the part of any such agent or attorney  appointed  with
      due care;

(vii) the Trustee  shall not be required to expend its own funds or  otherwise
      incur any financial  liability in the  performance  of any of its duties
      hereunder  if it  shall  have  reasonable  grounds  for  believing  that
      repayment of such funds or adequate  indemnity against such liability is
      not assured to it;

(viii)      the Trustee shall not be liable for any loss on any  investment of
      funds pursuant to this Agreement; and

(ix)  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.

(b)   All  rights  of  action  under  this  Agreement  or  under  any  of  the
Certificates,  enforceable  by the Trustee,  may be enforced by it without the
possession of any of the Certificates,  or the production thereof at the trial
or other proceeding relating thereto,  and any such suit, action or proceeding
instituted  by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

SECTION 9.03.     Trustee Not Liable for Certificates or Mortgage Loans.

            The recitals  contained herein shall be taken as the statements of
the  Depositor or the Master  Servicer or a Servicer,  as the case may be, and
the  Trustee  assumes no  responsibility  for their  correctness.  The Trustee
makes no  representations as to the validity or sufficiency of this Agreement,
the  Certificates  or of any Mortgage  Loan or related  document or of MERS or
the  MERS®  System.  The  Trustee  shall  not be  accountable  for  the use or
application  by  the  Depositor,  the  Seller,  the  Master  Servicer  or  any
Servicers  of any funds paid to the  Depositor  or the Master  Servicer or any
Servicer in respect of the Mortgage  Loans or  deposited in or withdrawn  from
the  Certificate  Account by the Depositor,  the Seller or the Master Servicer
or the  Servicers.  The Trustee shall not be  responsible  for the legality or
validity  of  this  Agreement  or  the  validity,   priority,   perfection  or
sufficiency  of the  security  for the  Certificates  issued or intended to be
issued  hereunder.  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 or to record this Agreement.

SECTION 9.04.     Trustee May Own Certificates.

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

SECTION 9.05.     Trustee's Fees and Expenses.

            The Trustee shall be  compensated  by the Trust  Administrator  as
separately  agreed. The Trustee and any director,  officer,  employee or agent
of the  Trustee  shall be  indemnified  by DLJMC  and held  harmless  (up to a
maximum  of  $150,000)  against  any loss,  liability  or  expense  (including
reasonable  attorney's  fees and expenses) (i) incurred in connection with any
claim or legal action  relating to (a) this Agreement,  (b) the  Certificates,
or (c) the performance of any of the Trustee's  duties  hereunder,  other than
any loss,  liability or expense incurred by reason of willful misconduct,  bad
faith  or  negligence  in the  performance  of any  of  the  Trustee's  duties
hereunder  or  incurred  by reason of any action of the  Trustee  taken at the
direction of the  Certificateholders  and (ii) resulting from any error in any
tax or  information  return  prepared  by the Master  Servicer  or a Servicer.
Such  indemnity  shall  survive  the  termination  of  this  Agreement  or the
resignation  or  removal  of  the  Trustee  hereunder.  Without  limiting  the
foregoing,  the  Depositor  covenants and agrees,  except as otherwise  agreed
upon in  writing by the  Depositor  and the  Trustee,  and except for any such
expense,  disbursement or advance as may arise from the Trustee's  negligence,
bad faith or willful  misconduct,  to pay or reimburse  the  Trustee,  for all
reasonable  expenses,  disbursements  and  advances  incurred  or  made by the
Trustee  in  accordance  with any of the  provisions  of this  Agreement  with
respect  to:  (A)  the   reasonable   compensation   and  the   expenses   and
disbursements  of its counsel not associated  with the closing of the issuance
of  the   Certificates,   (B)  the  reasonable   compensation,   expenses  and
disbursements  of any accountant,  engineer or appraiser that is not regularly
employed  by the  Trustee,  to the extent  that the  Trustee  must engage such
persons to perform acts or services  hereunder  and (C) printing and engraving
expenses in connection with preparing any Definitive  Certificates.  Except as
otherwise  provided  herein,  the Trustee  shall not be entitled to payment or
reimbursement  for any routine ongoing expenses incurred by the Trustee in the
ordinary  course  of  its  duties  as  Trustee  hereunder  or  for  any  other
expenses.  Anything in this Agreement to the contrary  notwithstanding,  in no
event shall the Trustee be liable for special,  indirect or consequential loss
or damage of any kind whatsoever  (including but not limited to lost profits),
even if the Trustee has been advised of the  likelihood of such loss or damage
and regardless of the form of action.

SECTION 9.06.     Eligibility Requirements for Trustee.

            The  Trustee  hereunder  shall at all  times be a  corporation  or
association  organized and doing  business  under the laws of any state or the
United  States of America,  authorized  under such laws to exercise  corporate
trust powers,  having ratings on its long term debt obligations at the time of
such  appointment  in at least  the  third  highest  rating  category  by both
Moody's  and S&P or such  lower  ratings  as will not cause  Moody's or S&P to
lower their then current ratings of the Class A  Certificates  (other than the
Residual  Certificates),  having a combined  capital  and  surplus of at least
$50,000,000  and subject to  supervision  or  examination  by federal or state
authority.  If such corporation or association  publishes reports of condition
at least  annually,  pursuant to law or to the  requirements  of the aforesaid
supervising   or   examining   authority,   then  for  the  purposes  of  this
Section 9.06   the  combined  capital  and  surplus  of  such  corporation  or
association  shall be deemed to be its  combined  capital  and  surplus as set
forth in its most recent  report of  condition  so  published.  In case at any
time the Trustee shall cease to be eligible in accordance  with the provisions
of this  Section 9.06,  the Trustee shall resign immediately in the manner and
with the effect specified in Section 9.07 hereof.

SECTION 9.07.     Resignation and Removal of Trustee.

            The  Trustee  may at any time  resign and be  discharged  from the
trusts  hereby  created by (a) giving  written  notice of  resignation  to the
Depositor,  DLJMC, the Trust Administrator,  the Master Servicer,  the Special
Servicer  and the  Servicers  and by mailing  notice of  resignation  by first
class mail,  postage  prepaid,  to the  Certificateholders  at their addresses
appearing on the Certificate  Register,  and to the Rating Agencies,  not less
than 60 days  before  the date  specified  in such  notice  when,  subject  to
Section 9.08,  such  resignation  is to take effect,  and (b)  acceptance by a
successor trustee in accordance with Section 9.08  meeting the  qualifications
set forth in Section 9.06.

            If  at  any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of  Section 9.06  hereof  and shall  fail to
resign after written request  thereto by the Depositor,  or if at any time the
Trustee shall become  incapable of acting,  or shall be adjudged 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  or  if  the  Trustee  breaches  any  of  its  obligations  or
representations  hereunder,  then the  Depositor  may remove the  Trustee  and
appoint a successor trustee by written instrument,  in duplicate,  one copy of
which  instrument  shall  be  delivered  to the  Trustee  and one  copy to the
successor  trustee.  The  Trustee  may  also  be  removed  at any  time by the
Holders of  Certificates  evidencing  not less than 50% of the  Voting  Rights
evidenced  by the  Certificates.  Notice of any  removal  of the  Trustee  and
acceptance  of  appointment  by the  successor  trustee  shall be given to the
Rating Agencies by the Depositor.

            If no  successor  trustee  shall have been so  appointed  and have
accepted  appointment  within  30 days  after  the  giving  of such  notice of
resignation or receipt of a notice of removal,  the resigning  Trustee may, at
the Trust Fund's  expense,  petition any court of competent  jurisdiction  for
the appointment of a successor trustee.

            Any  resignation  or removal of the Trustee and  appointment  of a
successor  trustee  pursuant  to any of the  provisions  of this  Section 9.07
shall  become  effective  upon  acceptance  of  appointment  by the  successor
trustee as provided in Section 9.08 hereof.

SECTION 9.08.     Successor Trustee.

            Any  successor  trustee  appointed  as  provided  in  Section 9.07
hereof shall  execute,  acknowledge  and deliver to the  Depositor  and to its
predecessor  trustee an instrument  accepting such  appointment  hereunder and
thereupon the resignation or removal of the  predecessor  trustee shall become
effective  and such  successor  trustee,  without  any  further  act,  deed or
conveyance,  shall become fully vested with all the rights, powers, duties and
obligations  of  its  predecessor  hereunder,  with  the  like  effect  as  if
originally  named as  trustee  herein.  The  Depositor,  upon  receipt  of all
amounts  due it  hereunder,  and the  predecessor  trustee  shall  execute and
deliver  such  instruments  and do such  other  things  as may  reasonably  be
required for more fully and certainly  vesting and confirming in the successor
trustee all such rights, powers, duties, and obligations.

            No successor trustee shall accept  appointment as provided in this
Section 9.08  unless at the time of such  acceptance  such  successor  trustee
shall  be  eligible  under  the  provisions  of  Section 9.06  hereof  and its
acceptance  shall  not  adversely  affect  the  then  current  rating  of  the
Certificates.

            Upon acceptance of appointment by a successor  trustee as provided
in this  Section 9.08,  the Depositor  shall mail notice of the  succession of
such trustee  hereunder to all Holders of  Certificates  at their addresses as
shown  in the  Certificate  Register.  If the  Depositor  fails  to mail  such
notice  within ten days  after  acceptance  of  appointment  by the  successor
trustee,  the  successor  trustee  shall cause such notice to be mailed at the
expense of the Depositor.

SECTION 9.09.     Merger or Consolidation of Trustee.

            Any Person into which the Trustee  may be merged or  converted  or
with which it may be  consolidated  or any Person  resulting  from any merger,
conversion  or  consolidation  to which the Trustee  shall be a party,  or any
Person  succeeding  to the business of the Trustee,  shall be the successor of
the Trustee  hereunder,  provided that such Person shall be eligible under the
provisions  of  Section 9.06  hereof  without the  execution  or filing of any
paper  or  further  act on the  part of any of the  parties  hereto,  anything
herein to the contrary notwithstanding.

SECTION 9.10.     Appointment of Co Trustee or Separate Trustee.

            Notwithstanding  any other  provisions of this  Agreement,  at any
time, for the purpose of meeting any legal  requirements  of any  jurisdiction
in which any part of the Trust Fund or property  securing  any  Mortgage  Note
may at the  time be  located,  the  Master  Servicer  and the  Trustee  acting
jointly shall have the power and shall execute and deliver all  instruments to
appoint one or more Persons  approved by the Trustee to act as  co-trustee  or
co-trustees  jointly  with  the  Trustee,  or  separate  trustee  or  separate
trustees,  of all or any part of the Trust Fund, and to vest in such Person or
Persons,   in  such   capacity   and  for  the   benefit  of  the   applicable
Certificateholders,  such title to the Trust Fund, or any part  thereof,  and,
subject to the other  provisions of this  Section 9.10,  such powers,  duties,
obligations,  rights and trusts as the Master  Servicer  and the  Trustee  may
consider  necessary  or  desirable.  If the  Master  Servicer  shall  not have
joined in such  appointment  within  fifteen days after the receipt by it of a
request to do so, or in the case an Event of Default  shall have  occurred and
be  continuing,   the  Trustee  alone  shall  have  the  power  to  make  such
appointment.  No co-trustee or separate  trustee  hereunder  shall be required
to meet the terms of  eligibility  as a successor  trustee under  Section 9.06
and no notice to  Certificateholders  of the  appointment of any co-trustee or
separate trustee shall be required under Section 9.08.

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

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

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

(c)   the Master  Servicer  and the  Trustee  acting  jointly  may at any time
accept the resignation of 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 IX. 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  Master  Servicer  or the
Servicers and the Depositor.

            Any separate  trustee or co-trustee  may, at any time,  constitute
the Trustee its agent or attorney-in-fact,  with full power and authority,  to
the extent not  prohibited by law, to do any lawful act under or in respect of
this  Agreement on its behalf and in its name. The Trust  Administrator  shall
not be  responsible  for all action or  inaction  of any  separate  trustee or
co-trustee.  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 9.11.     Office of the Trustee.

            The office of the Trustee  for  purposes of receipt of notices and
demands is the Corporate Trust Office.

                                   ARTICLE X

                      CONCERNING THE TRUST ADMINISTRATOR

SECTION 10.01.    Duties of Trust Administrator.

            The Trust  Administrator,  prior to the  occurrence of an Event of
Default of which a Responsible  Officer of the Trust  Administrator shall have
actual  knowledge and after the curing or waiver of all Events of Default that
may have occurred,  undertakes  with respect to the Trust Fund to perform such
duties and only such duties as are  specifically  set forth in this Agreement.
In case an Event  of  Default  of which a  Responsible  Officer  of the  Trust
Administrator  shall have actual  knowledge has occurred and remains  uncured,
the Trust  Administrator  shall  exercise such of the rights and powers vested
in it by this  Agreement,  and use the same  degree of care and skill in their
exercise,  as a prudent person would  exercise or use under the  circumstances
in the conduct of such  person's  own  affairs.  Any  permissive  right of the
Trust  Administrator  set forth in this Agreement  shall not be construed as a
duty.

            The  Trust   Administrator,   upon  receipt  of  all  resolutions,
certificates,  statements,  opinions,  reports,  documents,  orders  or  other
instruments  furnished  to  the  Trust  Administrator  that  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.   The  Trust   Administrator  shall  have  no  duty  to  recompute,
recalculate or verify the accuracy of any resolution,  certificate, statement,
opinion,  report,  document,  order or other  instrument  so  furnished to the
Trust  Administrator.  If any such  instrument  is found not to conform in any
material   respect  to  the   requirements  of  this   Agreement,   the  Trust
Administrator  shall notify the  Certificateholders  of such instrument in the
event that the Trust  Administrator,  after so requesting,  does not receive a
satisfactorily corrected instrument.

            No provision of this  Agreement  shall be construed to relieve the
Trust  Administrator  from  liability  for its own negligent  action,  its own
negligent  failure  to act or its own  misconduct,  its  negligent  failure to
perform its obligations in compliance  with this  Agreement,  or any liability
which  would be imposed  by reason of its  willful  misfeasance  or bad faith;
provided, however, that:

(a)   prior to the  occurrence  of an Event of Default of which a  Responsible
Officer of the Trust Administrator shall have actual knowledge,  and after the
curing or of all such  Events of Default  that may have  occurred,  the duties
and obligations of the Trust  Administrator  shall be determined solely by the
express  provisions of this Agreement,  the Trust  Administrator  shall not be
personally  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 Trust  Administrator
and the Trust  Administrator  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 Trust  Administrator and conforming
to the  requirements  of this Agreement  which it reasonably  believed in good
faith to be genuine and to have been duly  executed by the proper  authorities
respecting any matters arising hereunder;

(b)   the Trust  Administrator  shall not be personally liable for an error of
judgment made in good faith by a Responsible  Officer or Responsible  Officers
of the Trust  Administrator,  unless the Trust  Administrator was negligent in
ascertaining or investigating the pertinent facts;

(c)   the Trust  Administrator  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  this  Agreement  or at  the  direction  of  the  Holders  of
Certificates  evidencing  greater than 50% of the Voting  Rights  allocated to
each  Class  of  Certificates  relating  to the  time,  method  and  place  of
conducting   any   proceeding   for  any   remedy   available   to  the  Trust
Administrator,  or  exercising  any  trust or power  conferred  upon the Trust
Administrator, under this Agreement; and

(d)   no provision of this Agreement shall require the Trust  Administrator to
expend or risk its own funds or  otherwise  incur any  financial  liability in
the  performance  of any of its duties  hereunder or in the exercise of any of
its rights or powers if it shall have  reasonable  grounds for believing  that
repayment of such funds or adequate  indemnity  against such risk or liability
is not reasonably assured to it.

            The  Trust  Administrator  shall  have no  duty  (A) to see to any
recording,  filing or depositing of this  Agreement or any agreement  referred
to herein or any financing  statement or continuation  statement  evidencing a
security interest, or to see to the maintenance of any such recording,  filing
or depositing or to any rerecording,  refiling or redepositing of any thereof,
(B) to see to any insurance,  or (C) to see to the payment or discharge of any
tax,  assessment or other  governmental  charge or any lien or  encumbrance of
any kind owing with respect to,  assessed or levied  against,  any part of the
Trust Fund other than from funds available in the Certificate Account.

            Except  with  respect to an Event of Default  described  in clause
(a) of  Section 8.01,  the  Trust  Administrator  shall  not be deemed to have
knowledge  of any Event of Default  or event  which,  with  notice or lapse of
time, or both, would become an Event of Default,  unless a Responsible Officer
of the Trust  Administrator  shall have received  written  notice thereof from
the Master Servicer or a Servicer, the Depositor,  or a Certificateholder,  or
a Responsible  Officer of the Trust  Administrator  has actual notice thereof,
and in the absence of such notice no provision  hereof requiring the taking of
any  action or the  assumption  of any duties or  responsibility  by the Trust
Administrator  following  the  occurrence  of any  Event of  Default  or event
which,  with  notice  or  lapse  of time or  both,  would  become  an Event of
Default, shall be effective as to the Trust Administrator.

            The Trust  Administrator shall have no duty hereunder with respect
to any complaint,  claim,  demand,  notice or other document it may receive or
which may be  alleged  to have  been  delivered  to or  served  upon it by the
parties as a consequence  of the  assignment  of any Mortgage Loan  hereunder;
provided,  however, that the Trust Administrator shall use its best efforts to
remit  to the  Master  Servicer  or the  Servicer  upon  receipt  of any  such
complaint,  claim, demand,  notice or other document (i) which is delivered to
the  Corporate  Trust  Office  of the  Trust  Administrator,  (ii) of  which a
Responsible   Officer  has  actual   knowledge,   and  (iii)  which   contains
information   sufficient  to  permit  the  Trust   Administrator   to  make  a
determination  that the real  property  to which  such  document  relates is a
Mortgaged Property.

SECTION 10.02.    Certain Matters Affecting the Trust Administrator.

(a)   Except as otherwise provided in Section 10.01:

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

(ii)  the Trust Administrator may consult with counsel,  financial advisors or
      accountants  and any advice of such Persons or opinion of counsel  shall
      be full and  complete  authorization  and  protection  in respect of any
      action  taken or suffered or omitted by it  hereunder  in good faith and
      in accordance with such advice or opinion of counsel;

(iii) the Trust  Administrator shall be under no obligation to exercise any of
      the trusts or powers  vested in it by this  Agreement  or to  institute,
      conduct or defend any litigation  hereunder or in relation hereto at the
      request,  order or direction of any of the  Certificateholders  pursuant
      to the  provisions  of this  Agreement,  unless such  Certificateholders
      shall have  offered to the Trust  Administrator  reasonable  security or
      indemnity  against  the costs,  expenses  and  liabilities  which may be
      incurred therein or thereby;  nothing  contained herein shall,  however,
      relieve the Trust  Administrator of the obligation,  upon the occurrence
      of an Event of  Default  of which a  Responsible  Officer  of the  Trust
      Administrator  shall have actual  knowledge (which has not been cured or
      waived),  to exercise such of the rights and powers vested in it by this
      Agreement,  and to use the  same  degree  of care  and  skill  in  their
      exercise  as  a  prudent   person  would   exercise  or  use  under  the
      circumstances in the conduct of such person's own affairs;

(iv)  the Trust  Administrator  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 an Event of Default  hereunder and after the
      curing or waiver of all Events of Default  that may have  occurred,  the
      Trust  Administrator  shall not be bound to make any investigation  into
      the facts or matters stated in any resolution,  certificate,  statement,
      instrument,  opinion, report, notice, request, consent, order, approval,
      bond or other paper or  document,  unless  requested in writing so to do
      by Holders of  Certificates  evidencing  greater  than 50% of the Voting
      Rights allocated to each Class of Certificates;  provided, however, that
      if the payment within a reasonable  time to the Trust  Administrator  of
      the costs,  expenses or  liabilities  likely to be incurred by it in the
      making  of  such   investigation   is,  in  the  opinion  of  the  Trust
      Administrator,  not reasonably assured to the Trust Administrator by the
      security  afforded  to it by the  terms  of this  Agreement,  the  Trust
      Administrator may require  reasonable  indemnity against such expense or
      liability  as a  condition  to taking any such  action;  the  reasonable
      expense  of every  such  investigation  shall be paid (A) by the  Master
      Servicer  or  by  the  applicable   Servicer  in  the  event  that  such
      investigation  relates to an Event of Default by the Master  Servicer or
      by such  Servicer,  respectively,  if an Event of  Default by the Master
      Servicer or such  Servicer  shall have occurred and is  continuing,  and
      (B) otherwise by the Certificateholders requesting the investigation;

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

(vii) the Trust  Administrator  shall not be  required to expend its own funds
      or otherwise incur any financial  liability in the performance of any of
      its duties  hereunder if it shall have reasonable  grounds for believing
      that  repayment  of  such  funds  or  adequate  indemnity  against  such
      liability is not assured to it;

(viii)      the Trust  Administrator  shall not be liable  for any loss on any
      investment  of funds  pursuant to this  Agreement  except as provided in
      Section 3.05(e);

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

(x)   The  Trust  Administrator  shall  not be  required  to give  any bond or
      surety in respect of the  execution of the Trust Fund created  hereby or
      the powers granted hereunder.

(b)   All  rights  of  action  under  this  Agreement  or  under  any  of  the
Certificates,  enforceable by the Trust  Administrator,  may be enforced by it
without the possession of any of the Certificates,  or the production  thereof
at the trial or other proceeding  relating thereto,  and any such suit, action
or proceeding  instituted by the Trust  Administrator  shall be brought in its
name for the benefit of all the Holders of such  Certificates,  subject to the
provisions of this Agreement.

SECTION 10.03.    Trust Administrator Not Liable for Certificates or Mortgage
                              Loans.

            The recitals  contained herein shall be taken as the statements of
the  Depositor or the Master  Servicer or a Servicer,  as the case may be, and
the Trust Administrator  assumes no responsibility for their correctness.  The
Trust   Administrator   makes  no   representations  as  to  the  validity  or
sufficiency of this  Agreement,  the  Certificates  or of any Mortgage Loan or
related  document.  The Trust  Administrator  shall not be accountable for the
use or application by the Depositor,  the Seller,  the Master  Servicer or the
Servicers  of any funds paid to the  Depositor  or the Master  Servicer or any
Servicer in respect of the Mortgage  Loans or  deposited in or withdrawn  from
the  Certificate  Account by the Depositor,  the Seller or the Master Servicer
or the Servicers.  The Trust  Administrator  shall not be responsible  for the
legality or validity of this Agreement or the validity,  priority,  perfection
or sufficiency of the security for the  Certificates  issued or intended to be
issued hereunder.  The Trust  Administrator  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  for any  security
interest or lien granted to it hereunder or to record this Agreement.

SECTION 10.04.    Trust Administrator May Own Certificates.

            The Trust  Administrator  in its  individual or any other capacity
may become the owner or pledgee  of  Certificates  with the same  rights as it
would have if it were not the Trust Administrator.

SECTION 10.05.    Trust Administrator's Fees and Expenses.

            As   compensation   for  its   services   hereunder,   the   Trust
Administrator  shall be entitled  to the  investment  income or other  benefit
derived from balances in the Certificate  Account pursuant to  Section 3.05(e)
(the "Trust  Administrator  Fee"). The Trust  Administrator  and any director,
officer,  employee or agent of the Trust Administrator shall be indemnified by
DLJMC  (or if DLJMC  shall  fail to do so,  by the  Trust)  and held  harmless
against any loss, liability or expense (including  reasonable  attorney's fees
and  expenses)  (i)  incurred  in  connection  with any claim or legal  action
relating  to (a)  this  Agreement,  (b) the  Certificates,  (c) the  Custodial
Agreement,  or (d) the performance of any of the Trust Administrator's  duties
hereunder or under the Custodial Agreement,  other than any loss, liability or
expense incurred by reason of willful misfeasance,  bad faith or negligence in
the  performance  of any of the  Trust  Administrator's  duties  hereunder  or
incurred  by reason of any  action  of the  Trust  Administrator  taken at the
direction of the  Certificateholders  and (ii) resulting from any error in any
tax or  information  return  prepared  by the Master  Servicer  or a Servicer;
provided however,  that the sum of (x) such indemnity amounts payable by DLJMC
or the Trust to the Trust  Administrator  pursuant to this  Section 10.05  and
(y) the  indemnity  amounts  payable  by  DLJMC  or the  Trust  to the  Master
Servicer  pursuant to  Section 3.14(c),  shall not exceed  $200,000  per year;
provided,  further,  that any amounts not payable by DLJMC or the Trust to the
Trust  Administrator  due to the  preceding  proviso shall be payable by DLJMC
(or if DLJMC fails to do so, by the Trust) in any succeeding year,  subject to
the  aggregate   $200,000  per  annum  limitation  imposed  by  the  preceding
proviso.  Such  indemnity  shall survive the  termination of this Agreement or
the  resignation  or removal  of the Trust  Administrator  hereunder.  Without
limiting the  foregoing,  DLJMC (or if DLJMC fails to do so, the Trust) shall,
except  as   otherwise   agreed  upon  in  writing  by  DLJMC  and  the  Trust
Administrator,  and except for any such  expense,  disbursement  or advance as
may arise  from the Trust  Administrator's  negligence,  bad faith or  willful
misconduct,  pay or  reimburse  the Trust  Administrator  (up to a maximum  of
$150,000),  for all reasonable  expenses,  disbursements and advances incurred
or made by the Trust  Administrator  in accordance  with any of the provisions
of this  Agreement with respect to: (A) the  reasonable  compensation  and the
expenses and  disbursements  of its counsel not associated with the closing of
the issuance of the Certificates,  (B) the reasonable  compensation,  expenses
and  disbursements  of any  accountant,  engineer  or  appraiser  that  is not
regularly  employed by the Trust  Administrator,  to the extent that the Trust
Administrator  must engage such persons to perform acts or services  hereunder
and (C) printing and  engraving  expenses in  connection  with  preparing  any
Definitive  Certificates.  In addition, DLJMC (or if DLJMC fails to do so, the
Trust)  shall pay or reimburse  the Trust  Administrator  for  recertification
fees  required to be paid by the Trust  Administrator  pursuant to a Custodial
Agreement.  Except as  otherwise  provided  herein,  the  Trust  Administrator
shall not be entitled  to payment or  reimbursement  for any  routine  ongoing
expenses  incurred by the Trust  Administrator  in the ordinary  course of its
duties as Trust Administrator,  Registrar,  Tax Matters Person or Paying Agent
hereunder.  Anything in this Agreement to the contrary notwithstanding,  in no
event  shall the  Trust  Administrator  be liable  for  special,  indirect  or
consequential  loss  or  damage  of any  kind  whatsoever  (including  but not
limited to lost profits),  even if the Trust Administrator has been advised of
the likelihood of such loss or damage and regardless of the form of action.

SECTION 10.06.    Eligibility Requirements for Trust Administrator.

            The  Trust  Administrator  hereunder  shall at all times be (a) an
institution  the  deposits  of which are fully  insured  by the FDIC and (b) a
corporation  or banking  association  organized and doing  business  under the
laws of any state or the United States of America,  authorized under such laws
to exercise  corporate trust powers,  having a combined capital and surplus of
at least  $50,000,000  and subject to supervision or examination by federal or
state authority and (c) with respect to every  successor  Trust  Administrator
hereunder an institution  the long-term  unsecured  debt  obligations of which
are rated at least Baa3 or better by  Moody's  and BBB or better by S&P unless
the failure of the Trust Administrator's  long-term unsecured debt obligations
to  have  such  ratings  would  not  result  in the  lowering  of the  ratings
originally  assigned  to any Class of  Certificates.  If such  corporation  or
banking  association   publishes  reports  of  condition  at  least  annually,
pursuant  to law or to  the  requirements  of  the  aforesaid  supervising  or
examining authority,  then for the purposes of this Section 10.06 the combined
capital and surplus of such  corporation or association  shall be deemed to be
its  combined  capital and  surplus as set forth in its most recent  report of
condition  so  published.  In case at any time the Trust  Administrator  shall
cease to be eligible in accordance with the provisions of this  Section 10.06,
the Trust  Administrator  shall resign  immediately in the manner and with the
effect specified in Section 10.07 hereof.

SECTION 10.07.    Resignation and Removal of Trust Administrator.

            The Trust  Administrator  may at any time resign and be discharged
from the trusts hereby  created by (a) giving written notice of resignation to
the  Depositor,  the Seller,  the Trustee,  the Master  Servicer,  the Special
Servicer  and the  Servicers  and by mailing  notice of  resignation  by first
class mail,  postage  prepaid,  to the  Certificateholders  at their addresses
appearing on the Certificate  Register,  and to the Rating Agencies,  not less
than 60 days  before  the date  specified  in such  notice  when,  subject  to
Section 10.08,  such  resignation  is to take effect,  and (b) acceptance by a
successor trust  administrator  in accordance with  Section 10.08  meeting the
qualifications set forth in Section 10.06.

            If at any time the Trust  Administrator shall cease to be eligible
in accordance  with the provisions of  Section 10.06  hereof and shall fail to
resign after written request  thereto by the Depositor,  or if at any time the
Trust  Administrator  shall become incapable of acting, or shall be adjudged a
bankrupt  or  insolvent,  or a receiver of the Trust  Administrator  or of its
property  shall be  appointed,  or any public  officer  shall  take  charge or
control of the Trust  Administrator  or of its  property  or  affairs  for the
purpose  of  rehabilitation,  conservation  or  liquidation  or if  the  Trust
Administrator  breaches any of its obligations or  representations  hereunder,
then the Depositor may remove the Trust  Administrator and appoint a successor
trust  administrator by written  instrument,  in duplicate,  one copy of which
instrument shall be delivered to the Trust  Administrator  and one copy to the
successor trust  administrator.  The Trust  Administrator  may also be removed
at any time by the Trustee or the Holders of Certificates  evidencing not less
than 50% of the Voting  Rights  evidenced by the  Certificates.  Notice of any
removal  of the Trust  Administrator  and  acceptance  of  appointment  by the
successor  trust  administrator  shall be given to the Rating  Agencies by the
Depositor.

            If no successor trust  administrator  shall have been so appointed
and have accepted  appointment  within 30 days after the giving of such notice
of  resignation  or  receipt  of a notice  of  removal,  the  resigning  Trust
Administrator  may,  at the  Trust  Fund's  expense,  petition  any  court  of
competent jurisdiction for the appointment of a successor trust administrator.

            Notwithstanding  the foregoing,  if the Master  Servicer shall for
any reason no longer be Master Servicer  hereunder,  at DLJMC's  request,  the
Trust  Administrator  shall resign,  upon the selection and  appointment  of a
successor  trust  administrator   meeting  the  qualifications  set  forth  in
Section 10.06.

            Any  resignation  or  removal  of  the  Trust   Administrator  and
appointment  of a  successor  trust  administrator  pursuant  to  any  of  the
provisions of this  Section 10.07  shall become  effective upon  acceptance of
appointment by the successor trust  administrator as provided in Section 10.08
hereof.

SECTION 10.08.    Successor Trust Administrator.

            Any  successor  trust  administrator   appointed  as  provided  in
Section 10.07  hereof shall execute,  acknowledge and deliver to the Depositor
and to its  predecessor  trust  administrator  an  instrument  accepting  such
appointment  hereunder  and  thereupon  the  resignation  or  removal  of  the
predecessor  trust  administrator  shall become  effective and such  successor
trust  administrator,  without  any further  act,  deed or  conveyance,  shall
become fully vested with all the rights,  powers,  duties and  obligations  of
its  predecessor  hereunder,  with the like effect as if  originally  named as
Trust  Administrator  herein.  The Depositor,  upon receipt of all amounts due
it  hereunder,  and the  predecessor  trust  administrator  shall  execute and
deliver  such  instruments  and do such  other  things  as may  reasonably  be
required for more fully and certainly  vesting and confirming in the successor
trust administrator all such rights, powers, duties, and obligations.

            No  successor  trust  administrator  shall accept  appointment  as
provided  in this  Section 10.08  unless at the time of such  acceptance  such
successor  trust  administrator  shall be  eligible  under the  provisions  of
Section 10.06  hereof and its acceptance  shall not adversely  affect the then
current rating of the Certificates.

            Upon acceptance of appointment by a successor trust  administrator
as  provided in this  Section 10.08,  the  Depositor  shall mail notice of the
succession   of  such  trust   administrator   hereunder  to  all  Holders  of
Certificates at their addresses as shown in the Certificate  Register.  If the
Depositor  fails to mail such  notice  within  ten days  after  acceptance  of
appointment  by  the  successor  trust  administrator,   the  successor  trust
administrator  shall  cause  such  notice to be mailed at the  expense  of the
Depositor.

SECTION 10.09.    Merger or Consolidation of Trust Administrator.

            Any  Person  into which the Trust  Administrator  may be merged or
converted or with which it may be  consolidated  or any Person  resulting from
any  merger,  conversion  or  consolidation  to which the Trust  Administrator
shall be a party,  or any  Person  succeeding  to the  business  of the  Trust
Administrator,  shall be the successor of the Trust  Administrator  hereunder,
provided  that  such  Person  shall  be  eligible   under  the  provisions  of
Section 10.06  hereof  without the execution or filing of any paper or further
act on the part of any of the parties hereto,  anything herein to the contrary
notwithstanding.

SECTION 10.10.    Appointment of Co-Trust Administrator or Separate Trust
                              Administrator.

            Notwithstanding  any other  provisions of this  Agreement,  at any
time, for the purpose of meeting any legal  requirements  of any  jurisdiction
in which any part of the Trust Fund or property  securing  any  Mortgage  Note
may at the time be located,  the Master  Servicer and the Trust  Administrator
acting  jointly  shall  have the power  and  shall  execute  and  deliver  all
instruments   to  appoint   one  or  more   Persons   approved  by  the  Trust
Administrator  to act as co-trust  administrator  or  co-trust  administrators
jointly  with the Trust  Administrator,  or separate  trust  administrator  or
separate  trust  administrators,  of all or any part of the Trust Fund, and to
vest in such Person or Persons,  in such  capacity  and for the benefit of the
applicable  Certificateholders,  such  title to the  Trust  Fund,  or any part
thereof,  and,  subject to the other  provisions of this  Section 10.10,  such
powers, duties, obligations,  rights and trusts as the Master Servicer and the
Trust  Administrator  may  consider  necessary  or  desirable.  If the  Master
Servicer shall not have joined in such  appointment  within fifteen days after
the  receipt  by it of a request  to do so, or in the case an Event of Default
shall have occurred and be  continuing,  the Trust  Administrator  alone shall
have  the  power  to make  such  appointment.  No  co-trust  administrator  or
separate trust administrator  hereunder shall be required to meet the terms of
eligibility as a successor  trust  administrator  under  Section 10.06  and no
notice to Certificateholders of the appointment of any co-trust  administrator
or separate trust administrator shall be required under Section 10.08.

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

(a)   all rights,  powers,  duties and  obligations  conferred or imposed upon
the Trust Administrator,  except for any obligation of the Trust Administrator
under this Agreement to advance funds on behalf of the Master  Servicer or the
Servicer,  shall be conferred  or imposed  upon and  exercised or performed by
the Trust  Administrator  and such separate  trust  administrator  or co-trust
administrator   jointly  (it  being   understood   that  such  separate  trust
administrator  or co-trust  administrator  is not authorized to act separately
without  the Trust  Administrator  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   by  the  Trust   Administrator   (whether  as  Trust
Administrator  hereunder  or as  successor  to  the  Master  Servicer  or  the
Servicer),  the Trust  Administrator  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 Fund or any portion
thereof in any such  jurisdiction)  shall be exercised and performed singly by
such separate trust  administrator  or co-trust  administrator,  but solely at
the direction of the Trust Administrator;

(b)   no trust  administrator  hereunder  shall be held  personally  liable by
reason of any act or omission of any other trust administrator hereunder; and

(c)   the Master  Servicer and the Trust  Administrator  acting jointly may at
any time accept the resignation of or remove any separate trust  administrator
or co-trust administrator.

            Any  notice,   request  or  other   writing  given  to  the  Trust
Administrator  shall be deemed to have been given to each of the then separate
trust administrators and co-trust  administrators,  as effectively as if given
to  each  of  them.   Every   instrument   appointing   any   separate   trust
administrator or co-trust  administrator shall refer to this Agreement and the
conditions of this Article X. Each separate trust  administrator  and co-trust
administrator,  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 Trust Administrator 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  Trust
Administrator.   Every  such   instrument   shall  be  filed  with  the  Trust
Administrator  and a  copy  thereof  given  to  the  Master  Servicer  or  the
Servicers and the Depositor.

            Any separate trust  administrator or co-trust  administrator  may,
at  any   time,   constitute   the   Trust   Administrator,   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. The Trust  Administrator  shall not be responsible for
any  action or  inaction  of any  separate  Trust  Administrator  or  Co-Trust
Administrator.  If any separate trust administrator or co-trust  administrator
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 Trust Administrator,  to the extent permitted by law, without
the appointment of a new or successor trust administrator.

SECTION 10.11.    Office of the Trust Administrator.

            The office of the Trust  Administrator  for purposes of receipt of
notices and demands is the Corporate Trust Office.

SECTION 10.12.    Tax Return.

            The Master Servicer and each Servicer,  upon request, will furnish
the Trust  Administrator  with all such  information  related to the  Mortgage
Loans in the  possession  of the Master  Servicer  or such  Servicer as may be
reasonably   required  in  connection   with  the  preparation  by  the  Trust
Administrator  of all tax and  information  returns of the Trust Fund, and the
Trust  Administrator  shall sign such  returns.  The Master  Servicer and each
Servicer,  severally and not jointly,  shall indemnify the Trust Administrator
for all  reasonable  costs,  including  legal  fees and  expenses,  related to
errors in such tax returns due to errors only in such information  provided by
the Master Servicer or by such Servicer.

SECTION 10.13.    Commission Reporting.

(a)   The Trust  Administrator,  each Servicer and the Master  Servicer  shall
reasonably  cooperate  with the  Depositor  in  connection  with  the  Trust's
satisfying  the  reporting  requirements  under the  Exchange  Act.  The Trust
Administrator  shall prepare on behalf of the Depositor any Forms 8-K and 10-K
customary  for similar  securities  as required  by the  Exchange  Act and the
rules and  regulations of the Commission  thereunder,  and the Depositor shall
sign and the Trust  Administrator  shall file (via EDGAR) such Forms on behalf
of the Depositor.  The Depositor  hereby grants to the Trust  Administrator  a
limited  power of attorney to execute and file each such document on behalf of
the  Depositor.  Such power of attorney  shall  continue  until the earlier of
(i)  receipt  by  the  Trust  Administrator  from  the  Depositor  of  written
termination of such power of attorney and (ii) the termination of the Trust.

(b)   Each Form 8-K shall be filed by the Trust  Administrator  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 31st of the calendar  year  following  the calendar year during which
the  Closing  Date  occurs (or such  earlier  date as may be  required  by the
Exchange  Act and the  rules and  regulations  of the  Commission),  the Trust
Administrator  shall file a Form 10-K,  in substance as required by applicable
law or applicable  Commission  staff's  interpretations.  Such Form 10-K shall
include  as  exhibits,  each  Servicer's  and  the  Master  Servicer's  annual
statement of compliance  described  under  Section 3.16  and the  accountant's
report  described  under  Section 3.17,  in each case to the extent  they have
been timely  delivered to the Trust  Administrator.  If they are not so timely
delivered,  the Trust  Administrator shall file an amended Form 10-K including
such  documents  as exhibits  promptly  after they are  delivered to the Trust
Administrator.  The Trust  Administrator  shall have no liability with respect
to any  failure to properly or timely  prepare or file such  periodic  reports
resulting from or relating to the Trust  Administrator'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 (the "Depositor  Certification"),  which shall be
signed by the senior  officer of the  Depositor  in charge of  securitization.
The Trust  Administrator  shall have no responsibility to file any items other
than those specified in this Section 10.13.

(c)   Not  later  than  15  calendar   days  before  the  date  on  which  the
Depositor's  annual  report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and  regulations of the Commission (or, if
such day is not a Business Day, the immediately  preceding  Business Day), the
Trust  Administrator shall sign a certification in the form attached hereto as
Exhibit S  (the "Trust  Administrator  Certification")  for the benefit of the
Depositor  and  its  officers,  directors  and  affiliates  regarding  certain
aspects  of items 1 through 3 of the  Depositor  Certification.  In  addition,
the Trust  Administrator  shall,  subject to the  provisions of Sections 10.01
and 10.02  hereof,  indemnify and hold harmless the Depositor and each Person,
if any, who  "controls"  the Depositor  within the meaning of the 1933 Act 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  Trust   Administrator's   obligations   under   this
Section 10.13   or   any   inaccuracy   made   in  the   Trust   Administrator
Certification.  If the indemnification  provided for in this  Section 10.13(c)
is unavailable or insufficient  to hold harmless such Persons,  then the Trust
Administrator  shall  contribute to the amount paid or payable by such Persons
as a result of the losses,  claims,  damages or liabilities of such Persons in
such  proportion  as is  appropriate  to  reflect  the  relative  fault of the
Depositor  on the one hand  and the  Trust  Administrator  on the  other.  The
Trust  Administrator  acknowledges  that the Depositor is relying on the Trust
Administrator's  performance of its obligations  under this  Section 10.13  in
order to perform its obligations under Section 10.13(b) above.

(d)   (i)         Not later  than 15  calendar  days  before the date on which
      the  Depositor's  annual  report on Form 10-K is required to be filed in
      accordance  with the Exchange Act and the rules and  regulations  of the
      Commission  (or,  if such day is not a  Business  Day,  the  immediately
      preceding  Business  Day),  the  Master  Servicer  will  deliver  to the
      Depositor and the Trust  Administrator an Officer's  Certificate for the
      prior  calendar year in  substantially  the form of  Exhibit T-1 to this
      Agreement.  The Master  Servicer  agrees to indemnify  and hold harmless
      each of the Depositor,  the Trust Administrator and each Person, if any,
      who  "controls"  the  Depositor  or the Trust  Administrator  within the
      meaning  of the 1933 Act and their  respective  officers  and  directors
      against any and all losses, penalties,  fines,  forfeitures,  legal fees
      and related  costs,  judgments  and any other  costs,  fees and expenses
      that such Person may sustain  arising out of third party claims based on
      (i) the  failure  of the  Master  Servicer  to  deliver  or  cause to be
      delivered when required any Officer's  Certificate  required pursuant to
      this Section 10.13(d)(i),  or (ii) any material misstatement or omission
      contained  in  any  Officer's  Certificate  provided  pursuant  to  this
      Section 10.13(d)(i).  If an event occurs that would otherwise  result in
      an  indemnification  obligation under clauses (i) or (ii) above, but the
      indemnification  provided for in this  Section 10.13(d)(i) by the Master
      Servicer is unavailable or  insufficient  to hold harmless such Persons,
      then the Master Servicer shall  contribute to the amount paid or payable
      by  such  Persons  as  a  result  of  the  losses,  claims,  damages  or
      liabilities  of such Persons in such  proportion  as is  appropriate  to
      reflect the relative  fault of the Depositor or Trust  Administrator  on
      the one hand and the Master  Servicer on the other.  The Master Servicer
      acknowledges that the Depositor and the Trust  Administrator are relying
      on the  Master  Servicer's  performance  of its  obligations  under this
      Agreement in order to perform their  respective  obligations  under this
      Section 10.13.

(ii)  Not  later  than  15  calendar   days  before  the  date  on  which  the
      Depositor's  annual  report  on Form  10-K is  required  to be  filed in
      accordance  with the Exchange Act and the rules and  regulations  of the
      Commission  (or if  such  day is not a  Business  Day,  the  immediately
      preceding  Business Day),  each  Servicer,  with respect to the Mortgage
      Loans  serviced by such  Servicer,  will deliver to the  Depositor,  the
      Trust  Administrator  and the Master  Servicer an Officer's  Certificate
      for the prior calendar year in substantially  the form of Exhibit T-2 to
      this  Agreement.  Each  Servicer  agrees to indemnify  and hold harmless
      each of the Depositor, the Trust Administrator,  the Master Servicer and
      each  Person,   if  any,  who  "controls"   the  Depositor,   the  Trust
      Administrator  and the Master  Servicer  within the  meaning of the 1933
      Act and their  respective  officers  and  directors  against any and all
      losses,  penalties,  fines,  forfeitures,  legal fees and related costs,
      judgments  and any other costs,  fees and expenses  that such Person may
      sustain  arising out of third party  claims  based on (i) the failure of
      such  Servicer to deliver or cause to be  delivered  when  required  any
      Officer's  Certificate  required pursuant to this  Section 10.13(d)(ii),
      or  (ii)  any  material   misstatement  or  omission  contained  in  any
      Officer's  Certificate  provided pursuant to this  Section 10.13(d)(ii).
      If an event  occurs that would  otherwise  result in an  indemnification
      obligation  under  clauses  (i) or (ii) above,  but the  indemnification
      provided  for  in  this   Section 10.13(d)(ii)   by  such   Servicer  is
      unavailable  or  insufficient  to hold harmless such Persons,  then such
      Servicer shall  contribute to the amount paid or payable by such Persons
      as a result  of the  losses,  claims,  damages  or  liabilities  of such
      Persons in such  proportion  as is  appropriate  to reflect the relative
      fault of the Depositor,  Trust  Administrator  or the Master Servicer on
      the  one  hand  and  such   Servicer   on  the  other.   Each   Servicer
      acknowledges that the Depositor,  the Trust Administrator and the Master
      Servicer are relying on such  Servicer's  performance of its obligations
      under this  Agreement in order to perform their  respective  obligations
      under this Section 10.13.

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

(f)   If  the  Commission   issues  additional   interpretative   guidance  or
promulgates   additional  rules  or  regulations,   or  if  other  changes  in
applicable law occur,  that would require the reporting  arrangements,  or the
allocation  of  responsibilities  with  respect  thereto,  described  in  this
Section 10.13,  to be conducted differently than as described,  the Depositor,
each  Servicer,   the  Master  Servicer  and  the  Trust   Administrator  will
reasonably  cooperate to amend the provisions of this  Section 10.13  in order
to comply with such amended reporting  requirements and such amendment of this
Section 10.13.   Any  such  amendment   shall  be  made  in  accordance   with
Section 12.01  without the consent of the  Certificateholders,  and may result
in a change in the reports filed by the Trust  Administrator  on behalf of the
Trust under the Exchange Act.  Notwithstanding  the foregoing,  the Depositor,
each Servicer,  the Master Servicer and the Trust  Administrator  shall not be
obligated  to enter into any  amendment  pursuant to this  Section 10.13  that
adversely affects its obligations and immunities under this Agreement.

(g)   Prior to January  31 of the first year in which the Trust  Administrator
is able to do so under  applicable law, the Trust  Administrator  shall file a
Form 15D Suspension Notification with respect to the Trust.

SECTION 10.14.    Determination of Certificate Index.

            On each  Interest  Determination  Date,  the  Trust  Administrator
shall determine each  Certificate  Index for the Accrual Period and inform the
Master  Servicer  and each  Servicer of such rate and such rate shall be final
and binding, absent a manifest error of the Trust Administrator.

                                  ARTICLE XI

                                 TERMINATION

SECTION 11.01.    Termination upon Liquidation or Purchase of all Mortgage
                              Loans.

            The obligations and  responsibilities of the Master Servicer,  the
Special  Servicer or the  Servicers,  the Back-Up  Servicer,  the Seller,  the
Depositor,  the  Trustee  and the  Trust  Administrator  created  hereby  with
respect to the related Group or Groups  created  hereby shall  terminate  upon
the earlier of:

(a)   the  purchase  by  the  Terminating  Entity,  at  its  election,  of all
      Mortgage Loans in such Loan Groups and all property  acquired in respect
      of any  remaining  Mortgage  Loan in such Loan  Groups,  which  purchase
      right the  Terminating  Entity may  exercise  at its sole and  exclusive
      election as of any Distribution Date (such applicable  Distribution Date
      with  respect to such  Mortgage  Loans being  herein  referred to as the
      "Optional  Termination  Date")  on  or  after  the  date  on  which  the
      aggregate  Principal  Balance of the Mortgage Loans in such Loan Groups,
      at the  time  of the  purchase  is  less  than  or  equal  to 10% of the
      aggregate  Principal  Balance of the Mortgage  Loans in such Loan Groups
      as of the Cut-off Date; and

(b)   the later of (i) twelve  months after the maturity of the last  Mortgage
Loan remaining in the Trust Fund,  (ii) the  liquidation  (or any advance with
respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
the   disposition  of  all  REO  Property  and  (iii)  the   distribution   to
Certificateholders  of all amounts required to be distributed to them pursuant
to this Agreement.

            In no event shall the trust  created  hereby  continue  beyond the
earlier of (i) the  expiration of 21 years from the death of the last survivor
of the descendants of Mr. Joseph P. Kennedy,  former  Ambassador of the United
States to Great Britain,  living on the date of execution of this Agreement or
(ii) the Distribution Date in February 2037.

            The  Mortgage   Loan   Purchase   Price  for  any  such   Optional
Termination  shall be equal to the  greater  of (a) the sum of (i) 100% of the
Stated  Principal  Balance of each Mortgage Loan in the applicable  Loan Group
(other  than in respect of REO  Property)  plus  accrued  and unpaid  interest
thereon  from the date to which  such  interest  was paid or  advanced  at the
applicable  Mortgage  Rate,  to but not including the Due Date in the month of
the final  Distribution  Date (or the Net  Mortgage  Rate with  respect to any
Mortgage  Loan  currently  serviced  by the entity  exercising  such  Optional
Termination) and (ii) with respect to any REO Property,  the lesser of (x) the
appraised  value  of any REO  Property  as  determined  by the  higher  of two
appraisals  completed by two independent  appraisers selected by the Depositor
at the expense of the Depositor and (y) the Stated  Principal  Balance of each
Mortgage  Loan  related  to any REO  Property,  in each  case  and  (iii)  any
remaining unreimbursed Advances,  Servicing Advances and unpaid Servicing Fees
(other  than any  unreimbursed  Advances  and  Servicing  Advances  and unpaid
Servicing  Fees,  if any,  due to the  Terminating  Entity) and other  amounts
payable  to the  Trustee  and Trust  Administrator  (the sum of (i),  (ii) and
(iii), collectively,  the "Par Value") and (b) the Fair Market Value of all of
the property of the Trust.

            The "Fair  Market  Value" shall be the fair market value of all of
the property of the Trust, as agreed upon between the  Terminating  Entity and
a majority of the holders of the Class AR-L Certificates;  provided,  however,
that  if  the  Terminating  Entity  and a  majority  of  the  holders  of  the
Class AR-L  Certificates  do not agree upon the fair  market  value of all the
property of the Trust,  the Terminating  Entity,  or an agent appointed by the
Terminating  Entity,  shall  solicit bids for all of the property of the Trust
until it has received  three bids, and the Fair Market Value shall be equal to
the highest of such three bids.

SECTION 11.02.    Procedure Upon Optional Termination.

(a)   In case of any  Optional  Termination  pursuant  to  Section 11.01,  the
Terminating  Entity shall, at least twenty days prior to the date notice is to
be mailed to the  affected  Certificateholders  notify the  Trustee  and Trust
Administrator  of  such  Optional  Termination  Date  and  of  the  applicable
purchase   price  of  the   Mortgage   Loans  to  be   purchased.   The  Trust
Administrator  shall give notice to the Rating  Agencies and the  Servicers of
election to purchase the Mortgage Loans pursuant to  Section 11.01  hereof and
of the Optional Termination Date.

(b)   Any purchase of the Mortgage  Loans by the  Terminating  Entity shall be
made on an Optional  Termination  Date by deposit of the  applicable  purchase
price into the Certificate  Account,  as applicable,  before the  Distribution
Date  on  which  such  purchase  is  effected.   Upon  receipt  by  the  Trust
Administrator   of  an  Officer's   Certificate  of  the  Terminating   Entity
certifying  as to the  deposit of such  purchase  price  into the  Certificate
Account, the Trust Administrator and each co-Trust  Administrator and separate
Trust Administrator,  if any, then acting as such under this Agreement, shall,
upon request and at the expense of the Terminating  Entity execute and deliver
all  such  instruments  of  transfer  or  assignment,  in  each  case  without
recourse,  as shall be reasonably  requested by the Terminating Entity to vest
title in the  Terminating  Entity in the Mortgage Loans so purchased and shall
transfer or deliver to the  Terminating  Entity the purchased  Mortgage Loans.
Any  distributions  on the  Mortgage  Loans  which  have  been  subject  to an
Optional  Termination  received by the Trust  Administrator  subsequent to (or
with respect to any period subsequent to) the Optional  Termination Date shall
be promptly remitted by it to the Terminating Entity.

(c)   Notice  of the  Distribution  Date  on  which  the  Trust  Administrator
anticipates that the final  distribution  shall be made (whether upon Optional
Termination or otherwise),  shall be given promptly by the Trust Administrator
by first  class mail to  Holders of the  affected  Certificates.  Such  notice
shall be mailed no  earlier  than the 15th day and not later than the 10th day
preceding the Optional Termination Date or date of final distribution,  as the
case may be. Such notice shall specify  (i) the  Distribution  Date upon which
final   distribution   on  the  affected   Certificates   will  be  made  upon
presentation  and  surrender  of such  Certificates  at the  office  or agency
therein designated,  (ii) the amount of such final distribution and (iii) that
the  Record  Date  otherwise  applicable  to  such  Distribution  Date  is not
applicable,  such distribution being made only upon presentation and surrender
of such  Certificates  at the office or agency  maintained  for such  purposes
(the address of which shall be set forth in such notice).

(d)   In  the  event   that  any   Certificateholders   shall  not   surrender
Certificates  for  cancellation  within six months after the date specified in
the above  mentioned  written  notice,  the Trust  Administrator  shall give a
second written notice to the remaining  such  Certificateholders  to surrender
their  Certificates for cancellation and receive the final  distribution  with
respect  thereto.  If within  six  months  after  the  second  notice  all the
Certificates  shall  not have been  surrendered  for  cancellation,  the Trust
Administrator  may take  appropriate  steps,  or may  appoint an agent to take
appropriate  steps,  to contact the  remaining  Certificateholders  concerning
surrender of their  Certificates,  and the cost  thereof  shall be paid out of
the funds and other assets which remain subject to the Trust Fund.

(e)   Notwithstanding  anything to the contrary  herein,  the occurrence of an
Optional  Termination  shall be  subject  to,  and  shall in no way  adversely
affect the right of Wells  Fargo to  continue  servicing  and  collecting  its
Servicing  Fee for  any  Wells  Fargo  Serviced  Mortgage  Loan  that  remains
outstanding at the time of such Optional Termination.

SECTION 11.03.    Additional Termination Requirements.

(a)   In the event the  Terminating  Entity  exercises its purchase option (x)
pursuant to  Section 11.01(A)(i) or (y) pursuant to  Section 11.01(A)(ii)  the
related  subsidiary REMIC shall be terminated in accordance with the following
additional  requirements,  unless the Trustee and the Trust Administrator have
received  an Opinion of Counsel to the effect  that the failure to comply with
the  requirements  of this  Section will  not (i) result in the  imposition of
taxes  on a  "prohibited  transaction"  of any  REMIC  created  hereunder,  as
described  in  Section 860F  of the Code,  or (ii)  cause  any  REMIC  created
hereunder 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 set forth in the
      notice given by Terminating  Entity under  Section 11.02,  the Holder of
      the Class AR or Class AR-L  Certificates  shall adopt a plan of complete
      liquidation of REMIC I or REMIC II, as applicable; and

(ii)  at or  after  the  time  of  adoption  of  any  such  plan  of  complete
      liquidation  for REMIC I or REMIC II, as applicable,  at or prior to the
      final  Distribution  Date,  the Trustee  shall sell all of the assets of
      REMIC I or REMIC II, as applicable, to the Depositor for cash.

(b)   Upon the exercise of an Optional  Termination by  Terminating  Entity in
respect of REMIC I or REMIC II, as  applicable,  pursuant to paragraph  (a) of
this Section,  followed by the exercise of an Optional  Termination in respect
of the other  subsidiary  REMIC (the "Second  Subsidiary  REMIC")  pursuant to
Section 11.01,  each  remaining  REMIC shall be terminated in accordance  with
the  following  additional  requirements,  unless  the  Trustee  and the Trust
Administrator  have  received  an Opinion  of  Counsel to the effect  that the
failure to comply with the  requirements of this  Section will  not (i) result
in the  imposition  of  taxes on a  "prohibited  transaction"  of a REMIC,  as
described  in  Section 860F  of the Code,  or (ii)  cause  any  REMIC  created
hereunder to fail to qualify as a REMIC at any time that any  Certificates are
outstanding:

(i)   concurrently  with the adoption of the plan of complete  liquidation  of
      the  Second  Subsidiary  REMIC,  as set forth in  paragraph  (a) of this
      Section,  the Holder of the  Class AR  or  Class AR-L  Certificates,  as
      applicable,   shall  adopt  a  plan  of  complete  liquidation  of  each
      remaining REMIC; and

(ii)  at or  after  the  time  of  adoption  of  any  such  plan  of  complete
      liquidation  for each  such  remaining  REMIC,  at or prior to the final
      Distribution Date of the Second  Subsidiary REMIC to be terminated,  the
      Trustee  shall  sell all of the assets of each such  remaining  REMIC to
      the Depositor for cash.

(c)   By its  acceptance of a Class AR or Class AR-L  Certificate,  the Holder
thereof  hereby  agrees to adopt such a plan of  complete  liquidation  and to
take such other action in connection  therewith as may be reasonably  required
to  liquidate  and  otherwise  terminate  any REMIC  created  pursuant to this
Agreement.

                                  ARTICLE XII

                           MISCELLANEOUS PROVISIONS

SECTION 12.01.    Amendment.

(a)   This  Agreement may be amended from time to time by the  Depositor,  the
Master Servicer,  the Servicers,  the Back-Up Servicer,  the Special Servicer,
the Seller,  the Trust  Administrator and the Trustee,  without the consent of
any of the Certificateholders,

(i)   to cure any error or ambiguity,

(ii)  to correct or supplement any provisions  herein that may be inconsistent
      with any other provisions herein or in the Prospectus Supplement,

(iii) to modify,  eliminate or add to any of its  provisions to such extent as
      shall be necessary or  desirable  to maintain the  qualification  of the
      Trust Fund as a REMIC at all times that any  Certificate  is outstanding
      or to  avoid  or  minimize  the risk of the  imposition  of any  federal
      income tax on the Trust Fund  pursuant to the Code that would be a claim
      against  the Trust  Fund,  provided  that the  Trustee  has  received an
      Opinion of Counsel to the effect  that (A) such action is  necessary  or
      desirable  to maintain  such  qualification  or to avoid or minimize the
      risk of the  imposition  of any  such  federal  income  tax and (B) such
      action  will not  adversely  affect  the  status of the Trust  Fund as a
      REMIC or adversely  affect in any material  respect the interests of any
      Certificateholder,

(iv)  in connection with the appointment of a successor  servicer,  to modify,
      eliminate  or  add to any of  the  servicing  provisions,  provided  the
      Rating Agencies confirm the rating of the Certificates, or

(v)   to make any other  provisions  with  respect  to  matters  or  questions
      arising under this Agreement that are not materially  inconsistent  with
      the  provisions of this  Agreement,  provided that such action shall not
      adversely   affect  in  any  material   respect  the  interests  of  any
      Certificateholder  or  cause  an  Adverse  REMIC  Event.  Any  Amendment
      pursuant to Section 12.01(a)(v)  shall not be deemed to adversely affect
      in any  material  respect the  interests of any  Certificateholder  if a
      letter is obtained from each Rating Agency  stating that such  amendment
      would not result in the  downgrading  or  withdrawal  of the  respective
      ratings then assigned to the Certificates.

(b)   Except as provided in  Section 12.01(c),  this  Agreement may be amended
from time to time by the Depositor,  the Master Servicer,  the Servicers,  the
Back-Up Servicer,  the Special Servicer,  the Seller, the Trust  Administrator
and the Trustee  with the consent of the Holders of  Certificates  evidencing,
in the  aggregate,  not  less  than 66 2/3% of the  Voting  Rights  of all the
Certificates  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 the  Certificates;  provided,
however,  that no such  amendment  may (i) reduce in any manner the amount of,
delay the  timing of or change  the manner in which  payments  received  on or
with respect to Mortgage Loans are required to be distributed  with respect to
any Certificate  without the consent of the Holder of such  Certificate,  (ii)
adversely  affect in any  material  respect the  interests of the Holders of a
Class  of  Certificates  in a manner  other  than as set  forth  in (i)  above
without the consent of the Holders of  Certificates  evidencing  not less than
66 2/3% of the  Voting  Rights  of such  Class,  (iii)  reduce  the  aforesaid
percentages of Voting Rights,  the holders of which are required to consent to
any such amendment  without the consent of 100% of the Holders of Certificates
of the Class  affected  thereby,  (iv)  change  the  percentage  of the Stated
Principal  Balance  of  the  Mortgage  Loans  specified  in   Section 11.01(a)
relating  to  optional  termination  of  the  Trust  Fund  or (v)  modify  the
provisions of this Section 12.01.

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

(c)   This  Agreement may be amended from time to time by the  Depositor,  the
Master Servicer,  the Special Servicer,  the Servicers,  the Back-Up Servicer,
the Trust  Administrator and the Trustee for the purpose of making one or more
REMIC elections with respect to one or more Classes of Certificates  delivered
to the  Trustee and issuing  one or more  additional  classes of  certificates
representing  interests  in  the  Classes  of  Certificates  delivered  to the
Trustee;  provided,  however, such amendment shall require the consent of 100%
of the Holders of the  Certificates  of the Class or Classes  delivered to the
Trust Administrator and such amendment shall not cause an Adverse REMIC Event.

(d)   Promptly  after the  execution of any amendment to this  Agreement,  the
Trust  Administrator  shall furnish  written  notification of the substance of
such amendment to each Certificateholder, and the Rating Agencies.

(e)   Prior to the execution of any amendment to this  Agreement,  each of the
Trustee  and  the  Trust  Administrator  shall  receive  and  be  entitled  to
conclusively  rely on an  Opinion  of  Counsel  (at the  expense of the Person
seeking  such  amendment)  stating  that the  execution  of such  amendment is
authorized  and  permitted  by this  Agreement.  The  Trustee  and  the  Trust
Administrator  may,  but  shall  not be  obligated  to,  enter  into  any such
amendment  which  affects  the  Trustee's  or the  Trust  Administrator's  own
rights, duties or immunities under this Agreement.

(f)   The  Master  Servicer  and the Trust  Administrator  may  consent to any
amendment  of the IndyMac  Servicing  Agreement  to make any other  provisions
with  respect to matters or  questions  arising  under the Indy Mac  Servicing
Agreement or this  Agreement  that are not  materially  inconsistent  with the
provisions of the IndyMac  Servicing  Agreement and this  Agreement,  provided
that such  action  shall not  adversely  affect in any  material  respect  the
interests  of any  Certificateholder  or cause an  Adverse  REMIC  Event.  Any
amendment pursuant to this  Section 12.01(f)  shall not be deemed to adversely
affect in any material  respect the interests of any  Certificateholders  if a
letter is obtained from each Rating Agency stating that such  amendment  would
not result in the  downgrading  or withdrawal of the  respective  ratings then
assigned to the Certificates.

(g)   Neither the Master  Servicer nor the Trust  Administrator  shall consent
to any  amendment of the IndyMac  Servicing  Agreement  which shall  adversely
affect in any  material  respect  the  interests  of the Holders of a Class of
Certificates  without the consent of the  Holders of  Certificates  evidencing
not less than 66-2/3% of the Voting Rights of such Class.

            It shall not be  necessary  for the consent of  Certificateholders
under this Section to  approve the particular  form of any proposed  amendment
of the  IndyMac  Servicing  Agreement,  but it  shall  be  sufficient  if such
consent  shall  approve the substance  thereof.  The manner of obtaining  such
consents and of  evidencing  the  authorization  of the  execution  thereof by
Certificateholders  shall be subject  to such  reasonable  regulations  as the
Trust Administrator may prescribe.

            Promptly  after the  execution  of any  amendment  to the  IndyMac
Agreement pursuant to this  Section 12.01(f)  or (g), the Trust  Administrator
shall furnish, upon written notice of such amendment,  written notification of
the  substance  of such  amendment to each  Certificateholder,  and the Rating
Agencies.

SECTION 12.02.    Recordation of Agreement; Counterparts.

(a)   This Agreement  (other than Schedule I) is subject to recordation in all
appropriate  public  offices for real property  records in all the counties or
other  comparable   jurisdictions  in  which  any  or  all  of  the  Mortgaged
Properties are situated,  and in any other appropriate public recording office
or elsewhere.  Such  recordation,  if any,  shall be effected by the Depositor
at its  expense,  but  only  upon  direction  by the  Trustee  (acting  at the
direction  of  the  holders  of  Certificates  evidencing  a  majority  of the
aggregate  Class Principal  Balance)  accompanied by an Opinion of Counsel (at
the  Depositor's  expense) to the effect that  non-recordation  materially and
adversely affects the interests of the Certificateholders.

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

SECTION 12.03.    Governing Law.

            THIS AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE  SUBSTANTIVE  LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO  AGREEMENTS
MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS,  RIGHTS
AND  REMEDIES  OF THE  PARTIES  HERETO  AND THE  CERTIFICATEHOLDERS  SHALL  BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 12.04.    Intention of Parties.

(a)   It is the  express  intent of the  Depositor,  the  Seller,  the  Master
Servicer,  the Special Servicer,  the Servicers,  the Trust  Administrator and
the Trustee  that (i) the  conveyance  by DLJMC of the  Mortgage  Loans to the
Depositor  pursuant to the  Assignment  and  Assumption  Agreement and (v) the
conveyance by the Depositor to the Trustee as provided for in  Section 2.01 of
each of the Seller's and Depositor's  right,  title and interest in and to the
Mortgage  Loans be, and be construed  as, an absolute  sale and  assignment by
DLJMC to the  Depositor  and by the  Depositor  to the Trustee of the Mortgage
Loans for the benefit of the  Certificateholders.  Further, it is not intended
that any  conveyance  be deemed to be a pledge of the Mortgage  Loans by DLJMC
to the  Depositor or by the Depositor to the Trustee to secure a debt or other
obligation.  However,  in the  event  that the  Mortgage  Loans are held to be
property of DLJMC or the Depositor,  as  applicable,  or if for any reason the
Assignment  and  Assumption  Agreement or this  Agreement is held or deemed to
create a security  interest in the Mortgage  Loans,  then it is intended  that
(i) this Agreement shall also be deemed to be a security  agreement within the
meaning of Articles 8 and 9 of the New York  Uniform  Commercial  Code and the
Uniform  Commercial  Code  of any  other  applicable  jurisdiction;  (ii)  the
conveyances  provided for in Section 2.01 shall be deemed to be a grant by the
Seller and the  Depositor to the Trustee on behalf of the  Certificateholders,
to secure payment in full of the Secured  Obligations (as defined below), of a
security  interest in all of the Seller's and the Depositor's right (including
the power to convey title thereto),  title and interest,  whether now owned or
hereafter  acquired,  in and to the  Mortgage  Loans,  including  the Mortgage
Notes, the Mortgages,  any related insurance  policies and all other documents
in the related  Mortgage Files,  and all accounts,  contract  rights,  general
intangibles,  chattel paper, instruments,  documents, money, deposit accounts,
certificates  of  deposit,  goods,  letters of  credit,  advices of credit and
uncertificated  securities  consisting of, arising from or relating to (A) the
Mortgage  Loans,  including  with respect to each Mortgage  Loan, the Mortgage
Note and related  Mortgage,  and all other  documents  in the related  Trustee
Mortgage Files,  and including any Qualified  Substitute  Mortgage Loans;  (B)
pool insurance  policies,  hazard  insurance  policies and any bankruptcy bond
relating to the foregoing,  if applicable;  (C) the Certificate  Account;  (D)
the Collection Account;  (E) all amounts payable after the Cut-off Date to the
holders of the Mortgage Loans in accordance  with the terms  thereof;  (F) all
income,  payments,  proceeds  and  products of the  conversion,  voluntary  or
involuntary,  of the  foregoing  into cash,  instruments,  securities or other
property,  including without  limitation all amounts from time to time held or
invested  in  the   Certificate   Account,   whether  in  the  form  of  cash,
instruments,  securities  or other  property;  and (G) all  cash and  non-cash
proceeds of any of the  foregoing;  (iii) the possession by the Trustee or any
other agent of the  Trustee of Mortgage  Notes or such other items of property
as constitute  instruments,  money,  documents,  advices of credit, letters of
credit, goods,  certificated securities or chattel paper shall be deemed to be
a "possession by the secured  party," or possession by a purchaser or a person
designated  by him or her, for purposes of  perfecting  the security  interest
pursuant  to the  Uniform  Commercial  Code  (including,  without  limitation,
Sections 9-313,  8-313 or 8-321 thereof);  and  (iv) notifications  to persons
holding such property,  and  acknowledgments,  receipts or confirmations  from
persons  holding  such  property,   shall  be  deemed   notifications  to,  or
acknowledgments,  receipts or confirmations  from,  financial  intermediaries,
securities  intermediaries,  bailees or agents (as  applicable) of the Trustee
for the purpose of perfecting  such security  interest under  applicable  law.
"Secured  Obligations"  means (i) the rights of each  Certificateholder  to be
paid  any  amount  owed  to  it  under  this  Agreement  and  (ii)  all  other
obligations  of the Seller and the  Depositor  under  this  Agreement  and the
Assignment and Assumption Agreement.

(b)   The Seller and the Depositor,  and, at the  Depositor's  direction,  the
Master  Servicer or the  Servicers,  the Trustee and the Trust  Administrator,
shall,  to the extent  consistent  with this  Agreement,  take such reasonable
actions as may be necessary to ensure that, if this  Agreement  were deemed to
create a  security  interest  in the  Mortgage  Loans and the  other  property
described  above,  such  security  interest  would be deemed to be a perfected
security  interest  of first  priority  as  applicable.  The  Depositor  shall
prepare and file, at the related Servicer's expense,  all filings necessary to
maintain  the  effectiveness  of any  original  filings  necessary  under  the
Uniform  Commercial  Code as in  effect in any  jurisdiction  to  perfect  the
Trustee's  security  interest  in or lien  on the  Mortgage  Loans,  including
without   limitation  (i)  continuation   statements,   and  (ii)  such  other
statements  as may be occasioned by any transfer of any interest of the Master
Servicer or any Servicer or the Depositor in any Mortgage Loan.

SECTION 12.05.    Notices.

            In addition to other notices  provided under this  Agreement,  the
Trust  Administrator shall notify the Rating Agencies and the Back-Up Servicer
in writing:  (a) of any  substitution of any Mortgage Loan; (b) of any payment
or draw on any insurance  policy  applicable to the Mortgage Loans; (c) of the
final payment of any amounts owing to a Class of  Certificates;  (d) any Event
of Default  under this  Agreement;  and (e) in the event any Mortgage  Loan is
purchased in accordance with this Agreement.

            All directions,  demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when  received  (i) in the case of
the  Depositor,  Credit  Suisse First Boston  Mortgage  Securities  Corp.,  11
Madison    Avenue,     4th    Floor,     New    York,    New    York    10010,
Attention: Kari S. Roberts  (with a copy to DLJ Mortgage  Acceptance Corp., 11
Madison  Avenue,  4th  Floor,  New  York,  New York  10010,  Attention:  Bruce
Kaiserman);  (ii) in the case of the  Trustee,  the  Corporate  Trust  Office,
Attention: Charles  F.  Pedersen,  or such other  address as may  hereafter be
furnished to the  Depositor  in writing by the  Trustee;  (iii) in the case of
DLJMC,  11 Madison  Avenue,  4th Floor,  New York, New York 10010,  Attention:
John Graham (with a copy to DLJ Mortgage  Acceptance Corp., 11 Madison Avenue,
4th Floor,  New York, New York 10010,  Attention:  Bruce  Kaiserman),  or such
other  address as may be hereafter  furnished to the Depositor and the Trustee
by DLJMC in writing;  (iv) in the case of Moody's Investors Service,  Inc., 99
Church Street, New York, New York 10007, Attention:  Christine Lachnicht;  (v)
in the  case  of  Standard  &  Poor's  Ratings  Services,  a  division  of The
McGraw-Hill  Companies,  Inc., 55 Water Street, New York, New York 10041; (vi)
in the case of SPS,  3815  South West  Temple,  Salt Lake  City,  Utah  84115,
Attention:  Nigel  Brazier,  with a copy to 3815 South West Temple,  Salt Lake
City,  Utah  84115,  Attention:  General  Counsel;  (vii) in the case of Wells
Fargo, as Master  Servicer,  Corporate Trust Office,  9062 Old Annapolis Road,
Columbia, MD 21045,  Attention:  CSFB ARMT 2004-3 or such other address as may
be  hereafter  furnished  to the  Depositor or the Trustee in writing by Wells
Fargo;  and  (viii) in the case of Wells  Fargo,  with  respect  to  servicing
issues,  Wells Fargo Bank, N.A., 1 Home Campus,  Des Moines,  Iowa 50328-0001,
Attention: John  B.  Brown,  MAC-X2401-042,  Fax:  (515)  213-7121,  and  with
respect to all other  issues,  Wells Fargo Bank,  N.A.,  7495 New Horizon Way,
Frederick, Maryland 21703,  Attention: Ruth M. Kovalski,  MAC-X3902-02X,  Fax:
(301)  846-8201,  in each case with a copy to Wells Fargo Bank,  N.A.,  1 Home
Campus,   Des  Moines,   Iowa  50328-  0001,   Attention:   General   Counsel,
MAC-X2401-06T,  or such other address as may be hereafter furnished in writing
by Wells  Fargo.  Notices  to  Certificateholders  shall be deemed  given when
mailed, first class postage prepaid.

SECTION 12.06.    Severability of Provisions.

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

SECTION 12.07.    Limitation on Rights of Certificateholders.

            The  death  or  incapacity  of  any  Certificateholder  shall  not
operate to  terminate  this  Agreement  or the Trust Fund,  nor  entitle  such
Certificateholder's  legal  representative  or heirs to claim an accounting or
to take any action or commence any  proceeding  in any court for a petition or
winding up of the Trust Fund, or otherwise affect the rights,  obligations and
liabilities of the parties hereto or any of them.

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

            No  Certificateholder  shall  have  any  right  by  virtue  or  by
availing  itself of any  provisions  of this  Agreement to institute any suit,
action or  proceeding  in equity  or at law upon or under or with  respect  to
this Agreement,  unless such Holder  previously  shall have given to the Trust
Administrator  a written notice of an Event of Default and of the  continuance
thereof,   as  provided  herein,   and  unless  the  Holders  of  Certificates
evidencing  not  less  than  25%  of  the  Voting  Rights   evidenced  by  the
Certificates   shall   also  have  made   written   request   upon  the  Trust
Administrator to institute such action,  suit or proceeding in its own name as
Trust   Administrator   hereunder   and  shall  have   offered  to  the  Trust
Administrator  such reasonable  indemnity as it may require against the costs,
expenses,  and  liabilities to be incurred  therein or thereby,  and the Trust
Administrator,  for 60 days after its  receipt  of such  notice,  request  and
offer of  indemnity,  shall have  neglected or refused to  institute  any such
action,  suit or  proceeding;  it being  understood  and  intended,  and being
expressly   covenanted   by   each    Certificateholder   with   every   other
Certificateholder and the Trust Administrator,  that no one or more Holders of
Certificates  shall  have any  right in any  manner  whatever  by virtue or by
availing  itself or themselves of any  provisions of this Agreement to affect,
disturb  or  prejudice  the  rights  of  the  Holders  of  any  other  of  the
Certificates,  or to obtain or seek to obtain  priority  over or preference to
any other such Holder or to enforce any right under this Agreement,  except in
the   manner   herein   provided   and  for   the   common   benefit   of  all
Certificateholders.  For the protection  and  enforcement of the provisions of
this   Section 12.07,   each  and  every   Certificateholder   and  the  Trust
Administrator  shall be entitled to such relief as can be given  either at law
or in equity.

SECTION 12.08.    Certificates Nonassessable and Fully Paid.

            It is the  intention  of  the  Depositor  that  Certificateholders
shall not be personally  liable for  obligations  of the Trust Fund,  that the
interests  in  the  Trust  Fund  represented  by  the  Certificates  shall  be
nonassessable for any reason whatsoever,  and that the Certificates,  upon due
authentication  thereof by the Trust Administrator pursuant to this Agreement,
are and shall be deemed fully paid.

SECTION 12.09.    Protection of Assets.

            Except for transactions and activities  entered into in connection
with the  securitization  that is the  subject  of this  agreement,  the trust
created by this agreement is not authorized and has no power to:

(i)   borrow money or issue debt;

(ii)  merge with another entity, reorganize, liquidate or sell assets; or

(iii) engage in any business or activities.

            Each  party  to this  agreement  agrees  that it will  not file an
involuntary  bankruptcy  petition against the Trust Fund or initiate any other
form of insolvency  proceeding until 366 days after the Certificates have been
paid.

SECTION 12.10.    Non-Solicitation.

            From and after the date of this Agreement,  each of the Depositor,
the Seller, the Master Servicer,  the Servicers,  the Trust  Administrator and
the  Trustee  agrees  that it will not take any  action or permit or cause any
action to be taken by any of its agents or affiliates,  or by any  independent
contractors on any such party's behalf, to personally,  by telephone, by mail,
or electronically by e-mail or through the Interest or otherwise,  solicit the
borrower or obligor under any Mortgage  Loan to refinance  the Mortgage  Loan,
in whole or in part.  Notwithstanding  the  foregoing,  it is  understood  and
agreed that  promotions  undertaken by the Depositor,  the Seller,  the Master
Servicer,  any  Servicer,  the  Trust  Administrator  or  the  Trustee  or any
affiliate  of any such  party  that  originates  mortgage  loans in the normal
course,  which are  directed  to the  general  public at  large,  or  segments
thereof,  including,  without limitation,  mass mailings based on commercially
acquired  mailing  lists or  newspaper,  radio and  television  advertisements
shall not constitute solicitation under this Section 12.10,  provided, that no
segment of the general  public shall  consist  primarily  of the  borrowers or
obligors  under the  Mortgage  Loans.  None of the  Depositor,  a Seller,  the
Master  Servicer,  a Servicer,  the Trust  Administrator  or the Trustee shall
permit  the  sale of the  name of any  Mortgagor  or any  list of  names  that
consist primarily of the Mortgages to any Person.

                                 ARTICLE XIII

                         SPS AND THE MASTER SERVICER

SECTION 13.01.    Reports and Notices.

(a)   SPS shall provide the Master Servicer the following  notices and reports
in a timely  manner and such notices and reports  shall be prepared  using the
same methodology and calculations  used in its standard  servicing  reports to
the  Master  Servicer.  SPS shall  send all such  notices  and  reports to the
Master  Servicer  in a format used for its  standard  servicing  reports.  SPS
agrees to provide the Master Servicer with read-only  access to those portions
of its  default  management  and  servicing  platform  that  relate to the SPS
Mortgage Loans.

(i)   All SPS Mortgage  Loans - On each Data  Remittance  Date,  commencing in
      November 2004,  SPS shall  provide the Master  Servicer a report of each
      SPS Mortgage Loan indicating the information  contained in Exhibit O for
      the period relating to the related Distribution Date.

(ii)  Liquidated  Mortgage  Loans - On each  Data  Remittance  Date SPS  shall
      provide the Master  Servicer  with a report  listing  each SPS  Mortgage
      Loan  that has  liquidated  or been  satisfied  in full  indicating  the
      information,  or information  substantially  similar to the information,
      contained in Exhibit O  together with all supporting  documentation  for
      the prior calendar month.

(iii) Mortgage Guaranty Insurance Policy Claims - Where applicable,  SPS shall
      provide the Master  Servicer  with copies of all claims  filed under any
      Mortgage Guaranty Insurance Policy and the actual amount paid,  together
      with the explanation of benefits  ("EOB") for each claim filed under any
      Mortgage  Guaranty  Insurance  Policy in respect of a SPS Mortgage Loan.
      SPS shall remit the related Insurance  Proceeds within five (5) Business
      Days after their  receipt,  submit to the Master  Servicer a foreclosure
      settlement  statement  substantially  in the  form  attached  hereto  as
      Exhibit P  and agrees not to deduct any  related  expenses  prior to the
      Master  Servicer's  approval  of  the  related  foreclosure   settlement
      statement.

(iv)  Loss and  Delinquency  Test - SPS shall provide the Master Servicer with
      all information  required for calculating the Loss and Delinquency Test,
      including but not limited to:

(A)   Loan level and aggregate  Stated  Principal  Balance of all SPS Mortgage
            Loans 61-90 days delinquent  including any loan(s) delinquent on a
            bankruptcy plan;

(B)   Loan level and aggregate  Stated  Principal  Balance of all SPS Mortgage
            Loans 91 days and greater (that are not in foreclosure)  including
            any loan(s) delinquent on a bankruptcy plan;

(C)   Loan level and aggregate  Stated  Principal  Balance of all SPS Mortgage
            Loans that are active foreclosures;

(D)   Loan level and aggregate  Stated  Principal  Balance of all SPS Mortgage
            Loans that are active REOs; and

(E)   Due dates  for all SPS  Mortgage  Loans  reported  under the  categories
            listed above in (A) through (D).

(b)   SPS shall make its servicing  personnel available during normal business
hours to  respond,  either  orally or in  writing by  facsimile  transmission,
express mail, or electronic mail, to reasonable  inquiries  transmitted by the
Master  Servicer with respect to any SPS Mortgage Loan provided that SPS shall
only be  required  to  provide  information  that is  readily  accessible  and
available to its servicing personnel.

SECTION 13.02.    Master Servicer's Oversight With Respect to the SPS
Mortgage Loans.

(a)   The Master  Servicer  shall be  permitted  to provide  SPS with  advice,
reports  and  recommendations   regarding  SPS'  collection  efforts  and  the
management  of  specific  SPS  Mortgage  Loans,  which  advice  may be made in
writing,  in the form of  electronic  mail or  verbally.  Such advice shall be
based   on  an   evaluation   of  the   information   provided   pursuant   to
Section 13.01(a).   The  advice  may  include   comparable   analysis  of  the
performance of the SPS Mortgage Loans with similar  mortgage loans serviced by
other  mortgage  loan  servicers.  Such  advice  may  also  take  the  form of
benchmark   comparisons   that  identify  and  interpret  SPS'  strengths  and
weaknesses relative to similar, unidentified servicers in the industry.

(b)   Each party to the  Agreement  acknowledges  that the  Master  Servicer's
advice is made in the form of  recommendations,  and that the Master  Servicer
does not have the right to direct  SPS in  performing  its  duties  under this
Agreement.  SPS may,  after review and analysis of any  recommendation  of the
Master  Servicer  accept  or reject  such  advice,  in SPS'  sole  discretion,
subject to the duties and obligations of SPS set forth in this Agreement.

SECTION 13.03.    Termination.

            The rights and  obligations of the Master  Servicer under Sections
13.01 and 13.02 of this Agreement  shall terminate upon the earlier of (i) the
appointment of a successor  Servicer to SPS hereunder for all the SPS Mortgage
Loans or (ii)  the  receipt  by SPS of a rating  of  "above  average"  (or its
equivalent) or better as a servicer of subprime  mortgage loans by each Rating
Agency  that  maintains  a  servicer   rating  system  and  a  Rating  on  the
Certificates.

SECTION 13.04.    Liability and Indemnification.

            Neither the Master Servicer,  nor any of its respective directors,
officers,  employees,  or agents shall be under any  liability  for any action
taken or for  refraining  from the taking of any action in good faith pursuant
to  Sections  13.01 and 13.02 of this  Agreement  or for  errors in  judgment;
provided,  however,  that this provision shall not protect the Master Servicer
or any such other  Person  against  any  liability  which would  otherwise  be
imposed by reason of willful  misfeasance,  bad faith or gross  negligence  in
the  performance of duties or by reason of disregard of obligations and duties
hereunder. The Master Servicer and any director,  officer,  employee, or agent
thereof  shall be entitled  to rely in good faith on any  document of any kind
prima facie  properly  executed  and  submitted by any Person  respecting  any
matters arising hereunder.

SECTION 13.05.    Confidentiality.

            The  Master   Servicer   agrees  that  all   material,   nonpublic
information  supplied  to it by or on  behalf  of  SPS  relating  to  the  SPS
Serviced  Mortgage  Loans or details of SPS'  operations  or SPS'  proprietary
systems shall be treated  confidentially  except as otherwise  provided by the
terms of this  Agreement or as required by law; it being  understood  that the
provision of any such  information  by the Master  Servicer to any party shall
not cause  such  information  to be  considered  public for  purposes  of this
Section 13.05.  The Master  Servicer  shall  indemnify  SPS  against any loss,
liability,  claims, charges,  damages, fines, penalties,  judgments,  actions,
suits,  costs and such other expenses  incurred by SPS as a result of a breach
by the Master Servicer of its obligations under this Section 13.05.

            IN  WITNESS  WHEREOF,  the  Depositor,   the  Seller,  the  Master
Servicer,  the Servicers,  the Back-Up  Servicer,  the Special  Servicer,  the
Trustee  and the Trust  Administrator  have  caused  their  names to be signed
hereto by their  respective  officers  thereunto duly authorized all as of the
first day of October, 2004.



                                    CREDIT SUISSE FIRST BOSTON MORTGAGE
                                    SECURITIES CORP., as Depositor


                                    By:   ___________________________________
                                    Name:
                                    Title:



                                    DLJ MORTGAGE CAPITAL, INC., as Seller


                                    By:   ___________________________________
                                    Name:
                                    Title:



                                    WELLS FARGO BANK,
                                    N.A.,
                                    as Trust Administrator

                                    By:   ___________________________________
                                    Name:
                                    Title:



                                    WELLS FARGO BANK,
                                    N.A.,
                                    as Master Servicer


                                    By:   ___________________________________
                                    Name:
                                    Title:

                                    WELLS FARGO BANK,
                                    N.A.,
                                    as a Servicer


                                    By:   ___________________________________
                                    Name:
                                    Title:



                                    WELLS FARGO BANK,
                                    N.A.,
                                    as Backup Servicer


                                    By:   ___________________________________
                                    Name:
                                    Title:



                                    SELECT PORTFOLIO SERVICING,
                                    INC.,                      as a Servicer


                                    By:   ___________________________________
                                    Name:
                                    Title:



                                    U.S. BANK NATIONAL
                                    ASSOCIATION,                        as
                                    Trustee


                                    By:   ___________________________________
                                    Name:
                                    Title:



                                    WILSHIRE CREDIT
                                    CORPORATION,
                                    as Special Servicer


                                    By:   ___________________________________
                                    Name:
                                    Title:

STATE OF NEW YORK )
      : ss.:
COUNTY OF NEW YORK      )

On this __ day of  October,  2004,  before  me,  personally  appeared  John P.
Graham,  known to me to be a Vice  President  of Credit  Suisse  First  Boston
Mortgage  Securities  Corp., one of the corporations  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
[NOTARIAL SEAL]

STATE OF NEW YORK )
      : ss.:
COUNTY OF NEW YORK      )

On the __ day of October,  2004, before me, personally appeared Peter J. Sack,
known to me to be a Vice President of DLJ Mortgage  Capital,  Inc., one of the
corporations  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
[NOTARIAL SEAL]

STATE OF NEW YORK )

      : ss.:
COUNTY OF NEW YORK      )

On the _____ day of October,  2004 before me, a Notary  Public in and for said
State,  personally  appeared  ____________________,   known  to  me  to  be  a
__________________  of U.S. Bank National  Association,  the national  banking
association  that  executed the within  instrument  and also known to me to be
the person who  executed it on behalf of said  national  banking  association,
and  acknowledged to me that such national  banking  association  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

[NOTARIAL SEAL]

STATE OF    _____________)
      : ss.:
COUNTY OF _____________)

On the _____ day of October,  2004 before me, a Notary  Public in and for said
State,  personally  appeared  ____________________,   known  to  me  to  be  a
__________________  of SPS,  the Utah  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  limited  partnership
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

[NOTARIAL SEAL]

STATE OF    _____________)
      : ss.:
COUNTY OF _____________)

On the _____ day of October,  2004 before me, a Notary  Public in and for said
State,  personally  appeared  ____________________,   known  to  me  to  be  a
__________________ of Wilshire Credit Corporation,  the __________ 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
limited partnership 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

[NOTARIAL SEAL]

STATE OF                )
      : ss.:
COUNTY OF               )

On the _____ day of October,  2004 before me, a Notary  Public in and for said
State,  personally  appeared  ____________________,   known  to  me  to  be  a
__________________   of  Wells  Fargo  Bank,   N.A.,   the  national   banking
association  that  executed the within  instrument  and also known to me to be
the person who  executed it on behalf of said  national  banking  association,
and  acknowledged  to me that such  banking  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

[NOTARIAL SEAL]

STATE OF                )
      : ss.:
COUNTY OF               )

On the _____ day of October,  2004 before me, a Notary  Public in and for said
State,  personally  appeared  ____________________,   known  to  me  to  be  a
__________________   of  Wells  Fargo  Bank,   N.A.,   the  national   banking
association  that  executed the within  instrument  and also known to me to be
the person who  executed it on behalf of said  national  banking  association,
and  acknowledged  to me that such  banking  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

[NOTARIAL SEAL]

STATE OF                )
      : ss.:
COUNTY OF               )

On the _____ day of October,  2004 before me, a Notary  Public in and for said
State,  personally  appeared  ____________________,   known  to  me  to  be  a
__________________   of  Wells  Fargo  Bank,   N.A.,   the  national   banking
association  that  executed the within  instrument  and also known to me to be
the person who  executed it on behalf of said  national  banking  association,
and  acknowledged  to me that such  banking  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

[NOTARIAL SEAL]

STATE OF                )
      : ss.:
COUNTY OF               )

On the _____ day of October,  2004 before me, a Notary  Public in and for said
State,  personally  appeared  ____________________,   known  to  me  to  be  a
__________________   of  Wells  Fargo  Bank,   N.A.,   the  national   banking
association  that  executed the within  instrument  and also known to me to be
the person who  executed it on behalf of said  national  banking  association,
and  acknowledged  to me that such  banking  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

[NOTARIAL SEAL]