EQCC HOME EQUITY LOAN TRUST 1999-3
8-K, 1999-09-21
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report:  September 16, 1999
(Date of earliest event reported)

Commission File No. 333-71489



                          EQCC Receivables Corporation
                          EQCC Asset Backed Corporation
- --------------------------------------------------------------------------------

                                                         59-3170055
       Delaware                                          59-3170052
- --------------------------------------------------------------------------------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

10401 Deerwood Park Boulevard
Jacksonville, Florida                                              32256
- --------------------------------------------------------------------------------
Address of principal executive offices                           (Zip Code)



                                 (904) 987-5000
- --------------------------------------------------------------------------------
               Registrant's Telephone Number, including area code



- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

<PAGE>


ITEM 5.  OTHER EVENTS

            On August 26,  1999,  EQCC  Receivables  Corporation  and EQCC Asset
Backed Corporation (collectively, the "Registrant"),  sold EQCC Home Equity Loan
Asset Backed  Certificates,  Series 1999-3,  Class A-1F, Class A-2F, Class A-3F,
Class A-4F,  Class A-5F,  Class  A-6F,  Class A-7F and Class A-1A (the  "Offered
Certificates"),    having   an   aggregate   original   principal   balance   of
$1,000,000,000.00.  The Offered  Certificates  were issued pursuant to a Pooling
and  Servicing  Agreement,  dated as of August 26, 1999,  among the  Registrant,
EquiCredit   Corporation  of  America,   as  representative  and  servicer  (the
"Servicer"), and U.S. Bank National Association, as trustee (the "Agreement"), a
copy of which is filed as an exhibit hereto.  EQCC Home Equity Loan Asset Backed
Certificates,  Series 1999-3,  Class X, Class R-I, Class R-II,  Class R-III, and
Class R-IV  Certificates  (the  "Private  Certificates"  and,  together with the
Offered  Certificates,  the  "Certificates"),  were also issued  pursuant to the
Agreement.

            The  Servicer   obtained  from  Ambac  Assurance   Corporation  (the
"Insurer) a certificate  guaranty  insurance  policy in favor of the Trustee for
the  benefit  of  the   Certificateholders  of  the  Offered  Certificates  (the
"Securities Insurance Policy").

            As of  the  date  of  initial  issuance,  the  Offered  Certificates
evidenced an interest in a trust fund (the "Trust Fund"),  consisting  primarily
of (i) two groups of fixed-rate and one group of adjustable-rate mortgage loans,
secured by mortgages,  deeds of trust or other  instruments  creating a first or
second lien on one- to four-family  dwellings,  (ii) all monies  received on the
Mortgage  Loans on and after the Cut-Off  Date (other than the  Representative's
Yield, as described in the Agreement), (iii) the Securities Insurance Policy and
(iv) certain other property. The remaining undivided interests in the Trust Fund
are evidenced by the Private Certificates.

            Interest on the Offered  Certificates  will be  distributed  on each
Payment Date (as defined in the Agreement).  Monthly  distributions in reduction
of the principal  balance of the Offered  Certificates  will be allocated to the
Offered  Certificates  in  accordance  with  the  priorities  set  forth  in the
Agreement.

            An election will be made to treat  certain  assets in the Trust Fund
as four separate real estate mortgage investment conduits for federal income tax
purposes (each, a "REMIC").  The Offered  Certificates  and Class X Certificates
will  represent  beneficial  ownership  interests in the "regular  interests" in
REMIC IV and the Class R-I, Class R-II, Class R-III, and Class R-IV Certificates
will each be treated as a "residual interest" in the related REMIC.

<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Item 601(a)
of Regulation S-K
Exhibit No.                                     Description
- -----------                                     -----------

(EX-4)                            Pooling and Servicing Agreement, dated as of
                                  August 26, 1999, among EQCC Receivables
                                  Corporation and EQCC Asset Backed Corporation,
                                  EquiCredit Corporation of America and U.S.
                                  Bank National Association, as trustee


(EX-99.1)                         Certificate Guaranty Insurance Policy issued
                                  byAmbac Assurance Corporation


<PAGE>


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

                                   EQCC RECEIVABLES CORPORATION


September 16, 1999

                                   By:    /s/ Lenore Hanapel
                                          ------------------------------
                                   Name:  Lenore Hanapel
                                   Title: Senior Vice President



                                   EQCC ASSET BACKED CORPORATION


September 16, 1999

                                   By:    /s/ Lenore Hanapel
                                          ------------------------------
                                   Name:  Lenore Hanapel
                                   Title: Senior Vice President


<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


                                                                  Paper (P) or
Exhibit No.          Description                                  Electronic (E)
- -----------          -----------                                  --------------

(EX-4)         Pooling and Servicing Agreement,                   E
               dated as of August 26, 1999,
               among EQCC Receivables Corporation
               and EQCC Asset Backed Corporation,
               EquiCredit Corporation of America and
               U.S. Bank National Association, as trustee

(EX-99.1)      Certificate Guaranty Insurance Policy issued by    E
               Ambac Assurance Corporation






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




                       POOLING AND SERVICING AGREEMENT
                          Dated as of August 1, 1999
                         EQCC RECEIVABLES CORPORATION
                        EQCC ASSET BACKED CORPORATION
                                 (Depositors)

                                     and



                      EQUICREDIT CORPORATION OF AMERICA
                        (Representative and Servicer)


                                     and




                        U.S. BANK NATIONAL ASSOCIATION
                                  (Trustee)


               EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES,
                                Series 1999-3



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


<PAGE>





                              TABLE OF CONTENTS

                                                                          PAGE


                                  ARTICLE I

                                 DEFINITIONS

ACCOUNT....................................................................
ACCRUAL PERIOD.............................................................
ACT........................................................................
Adjustable Rate Class X Components.........................................
ADJUSTABLE RATE GROUP......................................................
ADJUSTABLE RATE GROUP......................................................
ADJUSTABLE RATE GROUP......................................................
Adjustable Rate Group Excess Spread........................................
ADJUSTABLE RATE GROUP WEIGHTED AVERAGE MORTGAGE INTEREST RATE..............
Adjusted INSURER FEE Rate..................................................
ADMINISTRATIVE FEE RATE....................................................
ADVANCE....................................................................
AFFILIATE..................................................................
AGREEMENT..................................................................
ASSIGNMENT OF BENEFICIAL INTEREST..........................................
ASSIGNMENT OF MORTGAGE.....................................................
AUTHORIZED DENOMINATIONS...................................................
AVAILABLE FUNDS............................................................
BANKRUPTCY LOAN............................................................
BASE OVERCOLLATERALIZATION TARGET AMOUNT...................................
BASIC DOCUMENTS............................................................
BASIC PRINCIPAL DISTRIBUTION AMOUNT........................................
BOOK-ENTRY CERTIFICATES....................................................
BUSINESS DAY...............................................................
CERTIFICATE................................................................
CERTIFICATE BALANCE........................................................
CERTIFICATE CUSTODIAN......................................................
CERTIFICATE DEPOSITORY AGREEMENT...........................................
CERTIFICATE GROUP..........................................................
CERTIFICATE INSURANCE POLICY...............................................
CERTIFICATE INSURER........................................................
CERTIFICATE OWNER..........................................................
Certificate Register.......................................................
Certificateholder or Holder................................................
CLASS......................................................................
CLASS A CERTIFICATEHOLDER..................................................
CLASS A CERTIFICATES.......................................................
Class A Interest Remittance Amount.........................................
CLASS A-1A BASIC PRINCIPAL DISTRIBUTION AMOUNT.............................
CLASS A-1A CERTIFICATE.....................................................
CLASS A-1A CERTIFICATEHOLDER...............................................
CLASS A-1A INTEREST REMITTANCE AMOUNT......................................
CLASS A-1A LIBOR INTEREST CARRYOVER........................................
CLASS A-1A LIBOR RATE......................................................
CLASS A-1A NET FUNDS CAP RATE..............................................
CLASS A-1A PASS-THROUGH RATE...............................................
CLASS A-1A PRINCIPAL BALANCE...............................................
CLASS A-1F CERTIFICATE.....................................................
CLASS A-1F PASS-THROUGH RATE...............................................
Class A-1F Principal Balance...............................................
CLASS A-2F CERTIFICATE.....................................................
CLASS A-2F PASS-THROUGH RATE...............................................
CLASS A-2F PRINCIPAL BALANCE...............................................
CLASS A-3F CERTIFICATE.....................................................
CLASS A-3F PASS-THROUGH RATE...............................................
CLASS A-3F PRINCIPAL BALANCE...............................................
CLASS A-4F CERTIFICATE.....................................................
CLASS A-4F PASS-THROUGH RATE...............................................
CLASS A-4F PRINCIPAL BALANCE...............................................
CLASS A-5F CERTIFICATE.....................................................
CLASS A-5F PASS-THROUGH RATE...............................................
CLASS A-5F PRINCIPAL BALANCE...............................................
CLASS A-6F CERTIFICATE.....................................................
CLASS A-6F PASS-THROUGH RATE...............................................
CLASS A-6F PRINCIPAL BALANCE...............................................
CLASS A-7F CERTIFICATE.....................................................
CLASS A-7F PASS-THROUGH RATE...............................................
CLASS A-7F PRINCIPAL BALANCE...............................................
CLASS LT1 INTEREST.........................................................
Class LT2 Interest.........................................................
CLASS LT3 INTEREST.........................................................
CLASS LT4 INTEREST.........................................................
Class LT5 Interest.........................................................
CLASS LT6 INTEREST.........................................................
CLASS LT7 INTEREST.........................................................
Class LT8 Interest.........................................................
CLASS LT9 INTEREST.........................................................
CLASS MT1 INTEREST.........................................................
CLASS MT2 INTEREST.........................................................
CLASS MT3 INTEREST.........................................................
CLASS MT4 INTEREST.........................................................
CLASS MT5 INTEREST.........................................................
CLASS MT6 INTEREST.........................................................
CLASS MT7 INTEREST.........................................................
CLASS MT8 INTEREST.........................................................
CLASS MT9 INTEREST.........................................................
Class MTN1 Interest........................................................
Class MTN2 Interest........................................................
Class MTN3 Interest........................................................
Class MTN4 Interest........................................................
Class MTN5 Interest........................................................
Class MTN6 Interest........................................................
Class MTN7 Interest........................................................
Class MTN8 Interest........................................................
Class MTN9 Interest........................................................
CLASS NTA1 INTEREST........................................................
CLASS NTA2 INTEREST........................................................
CLASS NTA3 INTEREST........................................................
CLASS NTA4 INTEREST........................................................
CLASS NTA5 INTEREST........................................................
CLASS NTA6 INTEREST........................................................
CLASS NTA7 INTEREST........................................................
CLASS NTA-1A INTEREST......................................................
CLASS NTN1 INTEREST........................................................
CLASS NTN2 INTEREST........................................................
CLASS NTN3 INTEREST........................................................
CLASS RI CERTIFICATE.......................................................
CLASS RI CERTIFICATEHOLDER.................................................
CLASS RII CERTIFICATE......................................................
CLASS RII CERTIFICATEHOLDER................................................
CLASS RIII CERTIFICATE.....................................................
CLASS RIII CERTIFICATEHOLDER...............................................
CLASS RIV CERTIFICATE......................................................
Class RIV Certificateholder................................................
CLASS X CERTIFICATE........................................................
CLASS X CERTIFICATEHOLDER..................................................
CLASS X-A COMPONENT........................................................
CLASS X-A COMPONENT REMITTANCE AMOUNT......................................
CLASS X-1F COMPONENT.......................................................
CLASS X-1F COMPONENT REMITTANCE AMOUNT.....................................
CLASS X-2F COMPONENT.......................................................
CLASS X-2F COMPONENT REMITTANCE AMOUNT.....................................
CLASS X-3 COMPONENT........................................................
CLASS X-3F COMPONENT REMITTANCE AMOUNT.....................................
CLASS X-4F COMPONENT.......................................................
CLASS X-4F COMPONENT REMITTANCE AMOUNT.....................................
CLASS X-5F COMPONENT.......................................................
CLASS X-5F COMPONENT REMITTANCE AMOUNT.....................................
CLASS X-6F COMPONENT.......................................................
CLASS X-6F COMPONENT REMITTANCE AMOUNT.....................................
CLASS X-7F COMPONENT.......................................................
CLASS X-7F COMPONENT REMITTANCE AMOUNT.....................................
CLASS X-E COMPONENT........................................................
CLASS X-E COMPONENT REMITTANCE AMOUNT......................................
CLASS X-F COMPONENT REMITTANCE AMOUNT......................................
CLASS X INTEREST...........................................................
CLASS X REMITTANCE AMOUNT..................................................
CLOSING DATE...............................................................
CODE.......................................................................
COLLECTION ACCOUNT.........................................................
COLLECTIONS................................................................
COMBINED LOAN-TO-VALUE RATIO or CLTV.......................................
COMMISSION.................................................................
CORPORATE TRUST OFFICE.....................................................
CUMULATIVE LOSSES..........................................................
CUMULATIVE LOSS PERCENTAGE.................................................
CURRENT CLTV...............................................................
CURTAILMENT................................................................
CUSTODIAL AGREEMENT........................................................
CUSTODIAN..................................................................
CUT-OFF DATE...............................................................
DEFAULT....................................................................
DEFINITIVE CERTIFICATES....................................................
DELETED MORTGAGE LOAN......................................................
DEPOSITOR..................................................................
DEPOSITORY.................................................................
DEPOSITORY PARTICIPANT.....................................................
DESTROYED MORTGAGE NOTE....................................................
DESTROYED MORTGAGE NOTE AFFIDAVIT..........................................
DETERMINATION DATE.........................................................
DISQUALIFIED NON-UNITED STATES PERSON......................................
DISQUALIFIED ORGANIZATION..................................................
DISTRIBUTION DATE..........................................................
DUE DATE...................................................................
DUE PERIOD.................................................................
ELIGIBLE ACCOUNT...........................................................
EQUICREDIT.................................................................
EVENT OF NONPAYMENT........................................................
EXCESS PROCEEDS............................................................
Excess Spread..............................................................
EXCHANGE ACT...............................................................
EXTRA PRINCIPAL DISTRIBUTION AMOUNT........................................
FDIC.......................................................................
FHLMC......................................................................
Fidelity Bond..............................................................
FINAL SCHEDULED DISTRIBUTION DATE..........................................
FIRST LIEN.................................................................
FIXED RATE CERTIFICATEHOLDER...............................................
FIXED RATE CERTIFICATES....................................................
Fixed Rate Class X Components..............................................
FIXED RATE GROUP 1.........................................................
FIXED RATE GROUP 1 AGGREGATE INTEREST REMITTANCE AMOUNT....................
FIXED RATE GROUP 1 AVAILABLE FUNDS.........................................
FIXED RATE GROUP 1 BASIC PRINCIPAL DISTRIBUTION AMOUNT.....................
FIXED RATE GROUP 1 CERTIFICATES............................................
Fixed Rate Group 1 Component Remittance Amounts............................
Fixed Rate Group 1 Excess Spread...........................................
FIXED RATE GROUP 1 INTEREST CARRYOVER......................................
FIXED RATE GROUP 1 INTEREST REMITTANCE AMOUNT..............................
FIXED RATE GROUP 1 NET FUNDS CAP RATE......................................
FIXED RATE GROUP 1 PASS-THROUGH RATE.......................................
FIXED RATE GROUP 1 PRINCIPAL BALANCE.......................................
FIXED RATE GROUP 1 WEIGHTED AVERAGE MORTGAGE INTEREST RATE.................
FIXED RATE GROUP 2.........................................................
FIXED RATE GROUP 2 AVAILABLE FUNDS.........................................
FIXED RATE GROUP 2 BASIC PRINCIPAL DISTRIBUTION AMOUNT.....................
FIXED RATE GROUP 2 CERTIFICATES............................................
FIXED RATE GROUP 2 CERTIFICATES............................................
Fixed Rate Group 2 Excess Spread...........................................
FIXED RATE GROUP 2 INTEREST CARRYOVER......................................
FIXED RATE GROUP 2 INTEREST REMITTANCE AMOUNT..............................
FIXED RATE GROUP 2 NET FUNDS CAP RATE......................................
FIXED RATE GROUP 2 WEIGHTED AVERAGE MORTGAGE INTEREST RATE.................
FIXED RATE INTEREST CARRYOVER..............................................
FNMA.......................................................................
GENERAL EXCESS AVAILABLE AMOUNT............................................
GROUP 1 OC AMOUNT..........................................................
GROUP 2 OC AMOUNT..........................................................
GROUP A-1A OC AMOUNT.......................................................
HOLDER.....................................................................
Illinois Land Trust........................................................
INDEPENDENT................................................................
INITIAL PREMIUM FEE RECOVERY AMOUNT........................................
INSURANCE ACCOUNT..........................................................
INSURANCE PROCEEDS.........................................................
INSURED PAYMENT............................................................
INTEREST CARRYOVER.........................................................
LATEST MATURITY DATE.......................................................
LIBOR......................................................................
LIBOR BUSINESS DAY.........................................................
LIBOR DETERMINATION DATE...................................................
LIEN.......................................................................
LIQUIDATED MORTGAGE LOAN...................................................
LIQUIDATION PROCEEDS.......................................................
LOCKOUT PERCENTAGE.........................................................
LOCKOUT PRO RATA REMITTANCE AMOUNT.........................................
LOCKOUT REMITTANCE AMOUNT..................................................
MAJORITY IN AGGREGATE VOTING INTEREST......................................
MONTHLY EXCESS SPREAD AMOUNT...............................................
MONTHLY PAYMENT............................................................
MONTHLY PREMIUM............................................................
MOODY'S....................................................................
MORTGAGE...................................................................
Mortgage File..............................................................
MORTGAGE IMPAIRMENT INSURANCE POLICY.......................................
MORTGAGE INTEREST RATE.....................................................
MORTGAGE LOAN..............................................................
MORTGAGE LOAN GROUP........................................................
MORTGAGE LOAN LOSSES.......................................................
MORTGAGE LOAN SCHEDULE.....................................................
MORTGAGE NOTE..............................................................
MORTGAGE POOL..............................................................
MORTGAGED PROPERTY.........................................................
MORTGAGED PROPERTY STATE...................................................
MORTGAGOR..................................................................
NET ADJUSTABLE RATE GROUP WEIGHTED AVERAGE MORTGAGE INTEREST RATE..........
NET FIXED RATE GROUP 1 WEIGHTED AVERAGE MORTGAGE INTEREST RATE.............
NET FIXED RATE GROUP 2 WEIGHTED AVERAGE MORTGAGE INTEREST RATE.............
NET LIQUIDATION PROCEEDS...................................................
NONDISQUALIFICATION OPINION................................................
NONRECOVERABLE ADVANCES....................................................
NON-UNITED STATES PERSON...................................................
OFFICER'S CERTIFICATE......................................................
OPINION OF COUNSEL.........................................................
OPTIONAL PURCHASE DATE.....................................................
ORIGINAL CLASS A-1A PRINCIPAL BALANCE......................................
ORIGINAL CLASS A-1F PRINCIPAL BALANCE......................................
ORIGINAL CLASS A-2F PRINCIPAL BALANCE......................................
ORIGINAL CLASS A-3F PRINCIPAL BALANCE......................................
ORIGINAL CLASS A-4F PRINCIPAL BALANCE......................................
ORIGINAL CLASS A-5F PRINCIPAL BALANCE......................................
ORIGINAL CLASS A-6F PRINCIPAL BALANCE......................................
ORIGINAL CLASS A-7F PRINCIPAL BALANCE......................................
Original Pool Principal Balance............................................
ORIGINATOR.................................................................
OVERCOLLATERALIZATION DEFICIENCY AMOUNT....................................
OVERCOLLATERALIZATION RELEASE AMOUNT.......................................
OVERCOLLATERALIZATION STEPDOWN DATE........................................
OVERCOLLATERALIZATION TARGET AMOUNT........................................
OVERCOLLATERALIZED AMOUNT..................................................
OWNER-OCCUPIED MORTGAGED PROPERTY..........................................
OWNERSHIP INTEREST.........................................................
PASS-THROUGH RATE..........................................................
PERCENTAGE INTEREST........................................................
PERFORMANCE DEFAULT........................................................
PERMITTED INSTRUMENTS......................................................
PERMITTED TRANSFEREE.......................................................
PERSON.....................................................................
PLAN.......................................................................
POOL FACTOR................................................................
POOL PRINCIPAL BALANCE.....................................................
PREFERENCE AMOUNT..........................................................
PRE-PLAN INTEREST..........................................................
PRE-PLAN INTEREST PAYMENTS.................................................
PRINCIPAL AND INTEREST ACCOUNT.............................................
PRINCIPAL BALANCE..........................................................
Principal Distribution Amount..............................................
PRINCIPAL PREPAYMENT.......................................................
PRINCIPAL REMITTANCE AMOUNT................................................
PROCEEDING.................................................................
PROJECTED EXCESS SPREAD....................................................
PROSPECTUS.................................................................
QUALIFIED SUBSTITUTE MORTGAGE LOAN.........................................
Rating Agencies............................................................
REASSIGNMENT OF ASSIGNMENT OF BENEFICIAL INTEREST..........................
RECORD DATE................................................................
RECORDATION TRIGGER........................................................
REFERENCE BANKS............................................................
REGISTERED HOLDER..........................................................
REGULAR INTERESTS..........................................................
REIMBURSABLE AMOUNTS.......................................................
RELEASED MORTGAGED PROPERTY PROCEEDS.......................................
REMIC......................................................................
REMIC I....................................................................
REMIC I Distribution Account...............................................
REMIC I Regular Interests..................................................
REMIC II...................................................................
REMIC II Group Interest Rate...............................................
REMIC II Group 2 Interest Rate.............................................
REMIC II Group 3 Interest Rate.............................................
REMIC II Regular Interests.................................................
REMIC III..................................................................
REMIC III Regular Interests................................................
REMIC IV...................................................................
REMIC IV Distribution Account..............................................
REMIC IV Regular Interests.................................................
REMIC PROVISIONS...........................................................
REMITTANCE REPORT..........................................................
REO DISPOSITION............................................................
REO PROPERTY...............................................................
REPRESENTATIVE.............................................................
REPRESENTATIVE'S YIELD.....................................................
RESIDENTIAL DWELLING.......................................................
RESIDUAL CERTIFICATE.......................................................
RESPONSIBLE OFFICER........................................................
ROLLING THREE MONTH AVERAGE 90 DAY DELINQUENCY.............................
ROLLING SIX MONTH AVERAGE 90 DAY DELINQUENCY...............................
S&P........................................................................
SERIES.....................................................................
SERVICER...................................................................
Servicer CUMULATIVE LOSS TRIGGERS..........................................
SERVICER DEFAULT...........................................................
SERVICER DELINQUENCY RATE TRIGGER..........................................
SERVICER EMPLOYEES.........................................................
SERVICING ADVANCES.........................................................
SERVICING COMPENSATION.....................................................
SERVICING FEE..............................................................
Servicing Fee Rate.........................................................
SERVICING OFFICER..........................................................
STARTUP DAY................................................................
SUBSERVICER................................................................
SUBSERVICING AGREEMENT.....................................................
SUBSTITUTION ADJUSTMENT....................................................
TAX MATTERS PERSON.........................................................
TERMINATION PRICE..........................................................
TESTING DATE...............................................................
TRANSFER...................................................................
TRANSFER AFFIDAVIT AND AGREEMENT...........................................
TRANSFER AGREEMENT.........................................................
TRANSFEREE.................................................................
TRANSFEROR.................................................................
TRUST......................................................................
TRUST FUND.................................................................
TRUST REMIC................................................................
TRUSTEE....................................................................
UCC........................................................................
UNITED STATES PERSON.......................................................
UNPAID CLASS X REMITTANCE AMOUNT...........................................
VOTING INTEREST............................................................


                                  ARTICLE II

                        CONVEYANCE OF THE TRUST ASSETS

Section 2.01  SALE AND CONVEYANCE OF TRUST ASSETS; PRIORITY AND
               SUBORDINATION OF OWNERSHIP INTERESTS........................
Section 2.02  POSSESSION OF MORTGAGE FILES.................................
Section 2.03  BOOKS AND RECORDS............................................
Section 2.04  DELIVERY OF MORTGAGE LOAN DOCUMENTS..........................
Section 2.05  [RESERVED]...................................................
Section 2.06  ACCEPTANCE BY TRUSTEE OF THE TRUST FUND; CERTAIN
               SUBSTITUTIONS; CERTIFICATION BY TRUSTEE.....................
Section 2.07  REMIC ADMINISTRATION.........................................
Section 2.08  EXECUTION OF CERTIFICATES....................................
Section 2.09  APPLICATION OF PRINCIPAL AND INTEREST........................
Section 2.10  GRANTOR TRUST ADMINISTRATION.................................


                                 ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

Section 3.01  REPRESENTATIONS OF THE SERVICER AND THE DEPOSITORS...........
Section 3.02  ASSIGNMENT OF TRANSFER AGREEMENT; REPRESENTATIONS AND
               WARRANTIES AS TO THE INDIVIDUAL MORTGAGE LOANS AND THE
               MORTGAGE POOL...............................................
Section 3.03  PURCHASE AND SUBSTITUTION....................................


                                  ARTICLE IV

                               THE CERTIFICATES

Section 4.01  THE CERTIFICATES.............................................
Section 4.02  REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES........
Section 4.03  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES............
Section 4.04  PERSONS DEEMED OWNERS........................................
Section 4.05  DETERMINATION OF LIBOR.......................................


                                  ARTICLE V

              ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

Section 5.01  DUTIES OF THE SERVICER.......................................
Section 5.02  LIQUIDATION OF MORTGAGE LOANS................................
Section 5.03  ESTABLISHMENT OF PRINCIPAL AND INTEREST ACCOUNT; DEPOSITS
               IN PRINCIPAL AND INTEREST ACCOUNT...........................
Section 5.04  PERMITTED WITHDRAWALS FROM THE PRINCIPAL AND INTEREST
               ACCOUNT.....................................................
Section 5.05  PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES................
Section 5.06  TRANSFER OF ACCOUNTS; MONTHLY STATEMENTS.....................
Section 5.07  MAINTENANCE OF HAZARD INSURANCE..............................
Section 5.08  MAINTENANCE OF MORTGAGE IMPAIRMENT INSURANCE POLICY..........
Section 5.09  FIDELITY BOND................................................
Section 5.10  TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY............
Section 5.11  COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS.................
Section 5.12  ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
               THE MORTGAGE LOANS..........................................
Section 5.13  SUPERIOR LIENS...............................................


                                  ARTICLE VI

                      PAYMENTS TO THE CERTIFICATEHOLDERS

Section 6.01  ESTABLISHMENT OF COLLECTION ACCOUNTS; DEPOSIT IN ACCOUNTS....
Section 6.02  PERMITTED WITHDRAWALS FROM REMIC I DISTRIBUTION ACCOUNT,
               REMIC II DISTRIBUTION ACCOUNT, REMIC III DISTRIBUTION
               ACCOUNT AND REMIC IV DISTRIBUTION ACCOUNT...................
Section 6.03  ESTABLISHMENT OF INSURANCE ACCOUNT: DEPOSITS IN INSURANCE
               ACCOUNT: PERMITTED WITHDRAWALS FROM INSURANCE ACCOUNT.......
Section 6.04  INVESTMENT OF ACCOUNTS.......................................
Section 6.05  PRIORITY AND SUBORDINATION OF DISTRIBUTIONS..................
Section 6.06  [RESERVED]...................................................
Section 6.07  STATEMENTS...................................................
Section 6.08  ADVANCES BY THE SERVICER.....................................


                                 ARTICLE VII

                         GENERAL SERVICING PROCEDURES

Section 7.01  ASSUMPTION AGREEMENTS........................................
Section 7.02  SATISFACTION OF MORTGAGES AND RELEASE OF MORTGAGE FILES......
Section 7.03  SERVICING COMPENSATION.......................................
Section 7.04  ANNUAL STATEMENT AS TO COMPLIANCE............................
Section 7.05  ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT......
Section 7.06  RIGHT TO EXAMINE SERVICER RECORDS............................
Section 7.07  REPORTS TO THE TRUSTEE; PRINCIPAL AND INTEREST ACCOUNT
               STATEMENTS..................................................


                                 ARTICLE VIII

                      REPORTS TO BE PROVIDED BY SERVICER

Section 8.01  FINANCIAL STATEMENTS.........................................


                                  ARTICLE IX

                                 THE SERVICER

Section 9.01  INDEMNIFICATION; THIRD PARTY CLAIMS..........................
Section 9.02  MERGER OR CONSOLIDATION OF THE SERVICER......................
Section 9.03  LIMITATION ON LIABILITY OF THE SERVICER AND OTHERS...........
Section 9.04  SERVICER NOT TO RESIGN.......................................
Section 9.05  REMOVAL OF SERVICER..........................................


                                  ARTICLE X

                               SERVICER DEFAULT

Section 10.01 SERVICER DEFAULT.............................................
Section 10.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR SERVICER............
Section 10.03 WAIVER OF DEFAULTS...........................................
Section 10.04 CONTROL BY MAJORITY IN AGGREGATE VOTING INTEREST.............


                                  ARTICLE XI

                                 TERMINATION

Section 11.01 TERMINATION..................................................
Section 11.02 ADDITIONAL TERMINATION REQUIREMENTS..........................
Section 11.03 ACCOUNTING UPON TERMINATION OF SERVICER......................
Section 11.04 REPRESENTATIVE'S RIGHT TO REPRESENTATIVE'S YIELD ABSOLUTE....
Section 11.05 TERMINATION UPON LOSS OF REMIC STATUS........................


                                 ARTICLE XII

                                 THE TRUSTEE

Section 12.01 DUTIES OF TRUSTEE............................................
Section 12.02 CERTAIN MATTERS AFFECTING THE TRUSTEE........................
Section 12.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS........
Section 12.04 TRUSTEE MAY OWN CERTIFICATES.................................
Section 12.05 SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES..................
Section 12.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE.........................
Section 12.07 RESIGNATION AND REMOVAL OF THE TRUSTEE.......................
Section 12.08 SUCCESSOR TRUSTEE............................................
Section 12.09 MERGER OR CONSOLIDATION OF TRUSTEE...........................
Section 12.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE................
Section 12.11 APPOINTMENT OF CUSTODIANS....................................
Section 12.12 PROTECTION OF TRUST FUND.....................................


                                 ARTICLE XIII

                           MISCELLANEOUS PROVISIONS

Section 13.01 THE CERTIFICATE INSURER......................................
Section 13.02 AMENDMENT....................................................
Section 13.03 RECORDATION OF AGREEMENT.....................................
Section 13.04 DURATION OF AGREEMENT........................................
Section 13.05 GOVERNING LAW................................................
Section 13.06 NOTICES......................................................
Section 13.07 SEVERABILITY OF PROVISIONS...................................
Section 13.08 NO PARTNERSHIP...............................................
Section 13.09 COUNTERPARTS.................................................
Section 13.10 SUCCESSORS AND ASSIGNS.......................................
Section 13.11 HEADINGS.....................................................
Section 13.12 LIMITATION OF LIABILITY OF TRUSTEE...........................
Section 13.13 LIMITATIONS ON RIGHTS OF OTHERS..............................
Section 13.14 NO PETITION..................................................
Section 13.15 THIRD PARTY BENEFICIARY......................................

<PAGE>



                                   EXHIBITS

EXHIBIT A     -   Contents of Mortgage File
EXHIBIT B-1   -   Form of Class A-1F Certificate
EXHIBIT B-2   -   Form of Class A-2F Certificate
EXHIBIT B-3   -   Form of Class A-3F Certificate
EXHIBIT B-4   -   Form of Class A-4F Certificate
EXHIBIT B-5   -   Form of Class A-5F Certificate
EXHIBIT B-6   -   Form of Class A-6F Certificate
EXHIBIT B-7   -   Form of Class A-7F Certificate
EXHIBIT B-8   -   Form of Class A-1A Certificate
EXHIBIT B-9   -   Form of Class X Certificate
EXHIBIT B-10  -   Form of Class R-I Certificate
EXHIBIT B-11      Form of Class R-II Certificate
EXHIBIT B-12  -   Form of Class R-III Certificate
EXHIBIT B-13  -   Form of Class R-IV Certificate
EXHIBIT B-14  -   Form of Reverse of Certificate
EXHIBIT C     -   DTC Letter of Representations
EXHIBIT D     -   Mortgage Loan Schedules
EXHIBIT E     -   Form of Trustee Initial Certification
EXHIBIT F-1   -   Form of Trustee Interim Certification
EXHIBIT F-2   -   Form of Trustee Final Certification
EXHIBIT G     -   List of Bankruptcy Loans
EXHIBIT H     -   Form of Delinquency Report
EXHIBIT I     -   Certificate Guaranty Insurance Policy
EXHIBIT J     -   Form of Transferor Certificate
EXHIBIT K     -   List of Originators
EXHIBIT L     -   [Reserved]
EXHIBIT M-1   -   Form of Transfer Affidavit and Agreement
EXHIBIT M-2   -   Form of Investor Representation Letter
EXHIBIT M-3   -   Form of Transferor Representation Letter
EXHIBIT M-4   -   Form of Rule 144A Investment Representation
EXHIBIT N     -   Form of Custodial Agreement
EXHIBIT O     -   Form of Liquidation Report
EXHIBIT P     -   Form of Principal and Interest Account Letter Agreement
EXHIBIT Q     -   Form of Notice to Certificate Insurer
EXHIBIT R     -   Monthly Information Delivered by Servicer
EXHIBIT S     -   List of Delinquency Loans
EXHIBIT T     -   Schedule of  Mortgage  Loans  subject to the Home  Ownership
                  and
                  Equity Protection Act of 1994
EXHIBIT U     -   Destroyed Mortgage Note Affidavit
EXHIBIT V     -   Schedule of Mortgage Loans that do not have Title  Insurance
                  Policies
EXHIBIT W     -   [Reserved]
EXHIBIT X     -   [Reserved]
EXHIBIT Y     -   REO Resales

<PAGE>


                         POOLING AND SERVICING AGREEMENT

            This  Pooling and  Servicing  Agreement,  dated as of August 1, 1999
(the  "AGREEMENT"),  is by and  among  EQUICREDIT  CORPORATION  OF  AMERICA,  as
representative  (the  "REPRESENTATIVE")  and as servicer (the "SERVICER"),  EQCC
RECEIVABLES  CORPORATION and EQCC ASSET BACKED  CORPORATION  (collectively,  the
"DEPOSITORS") and U.S. BANK NATIONAL ASSOCIATION as trustee (the "TRUSTEE"):

                            PRELIMINARY STATEMENT

            In order to transfer  certain  Mortgage Loans from the Depositors to
the  Trustee  for the  benefit  of the  Certificateholders  and the  Certificate
Insurer,  as their  interests  may appear,  and to  facilitate  the servicing of
certain Mortgage Loans by the Servicer, the Representative, the Servicer and the
Depositors are entering into this Agreement with the Trustee. The Depositors are
transferring  the  Mortgage  Loans  to  the  Trustee  for  the  benefit  of  the
Certificateholders  and the Certificate  Insurer, as their interests may appear,
under this Agreement,  pursuant to which thirteen  classes of  Certificates  are
being  issued,  denominated  on the face  thereof as EQCC Home Equity Loan Asset
Backed  Certificates,  Series 1999-3,  Class A-1F, Class A-2F, Class A-3F, Class
A-4F,  Class A-5F, Class A-6F, Class A-7F, Class A-1A, Class X, Class R-I, Class
R-II, Class R-III and Class R-IV, respectively,  representing in the aggregate a
100%  ownership  interest  in the  Mortgage  Loans  and all  payments  and other
collections  thereon  received on and after August 1, 1999 (the  "CUT-OFF  DATE)
(exclusive of the  Representative's  Yield and amounts received on and after the
Cut-off Date in respect of interest  accrued prior to the Cut-off  Date).  As of
the Cut-off Date,  the Mortgage  Loans have an aggregate  outstanding  principal
balance of  $1,000,000,143.63,  the Mortgage Loans in the Adjustable  Rate Group
have an aggregate outstanding principal balance of $37,812,197.35,  the Mortgage
Loans in Fixed Rate Group 1 have an aggregate  outstanding  principal balance of
$887,796,138.38,  and the Mortgage Loans in Fixed Rate Group 2 have an aggregate
outstanding principal balance of $74,391,807.90,  in each case after application
of payments received by the Depositors on or before such date.

            As provided  herein,  the Trustee will make an election to treat the
assets of the Trust Fund, other than the rights of Class A Certificateholders to
receive  payments  in  respect  of their  related  Interest  Carryover,  as four
separate REMICs (as defined herein) for federal income tax purposes. For federal
income tax purposes the Class A Certificates and Class X Certificates  represent
beneficial  interests in the "regular  interests" in REMIC IV and the Class R-IV
Certificates  represent  the sole class of  "residual  interest" in REMIC IV for
purposes of the REMIC  Provisions.  The Class R-III  Certificates  represent the
sole class of  "residual  interest"  in REMIC III,  the Class R-II  Certificates
represent  the sole class of  "residual  interest" in REMIC II and the Class R-I
Certificates  represent  the sole class of  "residual  interest"  in REMIC I for
purposes of the REMIC Provisions.  There are also nine classes of uncertificated
REMIC I Regular Interests issued under this Agreement (the Class LT1, Class LT2,
Class LT3,  Class LT4,  Class LT5, Class LT6, Class LT7, Class LT8 and Class LT9
Interests),  each of which will constitute  regular  interests in REMIC I. There
are also eighteen classes of  uncertificated  REMIC II Regular  Interests issued
under this Agreement (the Class MT1, Class MT2, Class MT3, Class MT4, Class MT5,
Class MT6, Class MT7, Class MT8, Class MT9, Class MTN1,  Class MTN2, Class MTN3,
Class MTN4,  Class  MTN5,  Class  MTN6,  Class  MTN7,  Class MTN8 and Class MTN9
Interests),  each of which will constitute  regular interests in REMIC II. There
are also eleven classes of  uncertificated  REMIC III Regular  Interests  issued
under this Agreement (the Class NTA1,  Class NTA2, Class NTA3, Class NTA4, Class
NTA5,  Class NTA6,  Class NTA7,  Class NTA-1A,  Class NTN1, Class NTN2 and Class
NTN3 Interests),  each of which will constitute  regular interests in REMIC III.
The REMIC I Regular  Interests  will be held as assets of REMIC II, the REMIC II
Regular Interests will be held as assets of REMIC III, and the REMIC III Regular
Interests  will be held as  assets  of REMIC IV.  In  addition  to  representing
beneficial interests in the corresponding REMIC IV Regular Interests,  the Class
A  Certificates  represent  the right to  receive  payments  in respect of their
related Interest Carryovers from amounts otherwise  distributable to the Class X
Certificateholders. The Class X Certificates also represent beneficial interests
in the  corresponding  REMIC IV Regular  Interest,  subject to the obligation to
make  payments  to the Class  A-1A  Certificates  in respect of Class A-1A LIBOR
Interest Carryovers,  to the Fixed Rate Group 1 Certificates in respect of Fixed
Rate Group 1 Interest  Carryovers and to the Fixed Rate Group 2 Certificates  in
respect of Fixed Rate Group 2 Interest Carryovers.

            The following table sets forth the designation,  aggregate  Original
Principal  Balance  and  Final  Scheduled  Distribution  Date for each  Class of
Certificates comprising the interests in the Trust Fund.


                                                              FINAL SCHEDULED
       DESIGNATION        ORIGINAL PRINCIPAL BALANCE        DISTRIBUTION DATE(1)
       -----------        --------------------------        --------------------

Class A-1F                      $350,000,000                April 25, 2010
Class A-2F                      $137,000,000                July 25, 2013
Class A-3F                      $160,000,000                November 25, 2024
Class A-4F                       $80,000,000                July 25, 2028
Class A-5F                       $27,796,013                August 25, 2030
Class A-6F                      $133,000,000                August 25, 2030
Class A-7F                       $74,391,790                August 25, 2030
Class A-1A                       $37,812,197                August 25, 2030
Class X                                  N/A                August 25, 2030
Class R-I                                N/A                N/A
Class R-II                               N/A                N/A
Class R-III                              N/A                N/A
Class R-IV                               N/A                N/A

- --------

(1)  In each  case,  if the 25th is not a  Business  Day,  the  Final  Scheduled
     Distribution Date is the following Business Day.


            Unless otherwise noted,  references in this Agreement to percentages
of  Mortgage  Loans  refer  in each  case  to the  percentage  of the  aggregate
principal  balance of the Mortgage  Loans as of the Cut-off  Date,  based on the
outstanding principal balances of the Mortgage Loans as of the Cut-off Date, and
giving effect to principal payments received prior to the Cut-off Date.

            The parties hereto agree as follows:


                                  ARTICLE I

                                 DEFINITIONS

            Whenever used herein,  the following  words and phrases,  unless the
context otherwise requires, shall have the following meanings.

            ACCOUNT: The Principal and Interest Account, the Collection Account,
the REMIC I Distribution  Account, the REMIC II Distribution  Account, the REMIC
III  Distribution  Account,  the REMIC IV Distribution  Account or the Insurance
Account.

            ACCRUAL PERIOD: With respect to each Distribution Date and the Fixed
Rate  Certificates  and Fixed Rate Class X Components  and the Class LT1,  Class
LT2,  Class LT3,  Class LT4,  Class LT5,  Class LT6, Class MT1, Class MT2, Class
MT3, Class MT4, Class MT5, Class MT6, Class MTN1,  Class MTN2, Class MTN3, Class
MTN4,  Class MTN5,  Class MTN6,  Class NTA1, Class NTA2, Class NTA3, Class NTA4,
Class NTA5,  Class NTA6,  Class NTA7,  Class NTN1 and Class NTN2 Interests,  the
period from and including the first day of the  immediately  preceding  calendar
month,  commencing August 1, 1999, to and including the last day of the calendar
month  immediately  preceding the month in which such  Distribution Date occurs.
With  respect  to each  Distribution  Date and the Class A-1A  Certificates  and
Adjustable  Rate Class X  Components  and the Class LT7,  Class LT8,  Class LT9,
Class MT7,  Class MT8,  Class MT9,  Class MTN7,  Class MTN8,  Class MTN9,  Class
NTA-1A and Class NTN3  Interests,  the period from and including the immediately
preceding  Distribution  Date or,  in the case of the  initial  Accrual  Period,
August 26, 1999, to but excluding such Distribution Date.

            ACT: As defined in SECTION 4.02.

            ADJUSTABLE  RATE CLASS X  COMPONENTS:  The Class X-A  Component  and
clause (iii) of the definition of Class X-E Component.

            ADJUSTABLE RATE GROUP:  The group of Mortgage Loans indicated on the
Mortgage Loan Schedule as belonging to the Adjustable Rate Group.

            ADJUSTABLE RATE GROUP AVAILABLE FUNDS:  For any  Distribution  Date,
the Available Funds with respect to the Adjustable Rate Group.

            ADJUSTABLE RATE GROUP COMPONENT  REMITTANCE  AMOUNTS:  The Class X-A
Component  Remittance  Amount and clause  (iii) of the  definition  of Class X-E
Component Remittance Amount.

            ADJUSTABLE   RATE  GROUP   EXCESS   SPREAD:   With  respect  to  any
Distribution  Date,  the sum of (A) the  excess  (if  any) of (a) the  aggregate
interest  received or advanced,  pursuant to SECTION  6.08,  for the related Due
Period,  on the Mortgage Loans in the Adjustable Rate Group at their  respective
Mortgage  Interest Rates,  over (b) the sum of (i) interest accrued on the Class
A-1A  Certificates  since the  immediately  prior  Distribution  Date,  (ii) the
product  of (x)  1/12th of the  applicable  Administrative  Fee Rate and (y) the
aggregate of the principal balances of the Mortgage Loans in the Adjustable Rate
Group on which interest for such Due Period was calculated.

            ADJUSTABLE RATE GROUP WEIGHTED AVERAGE MORTGAGE INTEREST RATE: As of
any date,  the weighted  average of the Mortgage  Interest Rates on the Mortgage
Loans in the Adjustable Rate Group, adjusted to an actual/360 day accrual basis.

            ADJUSTED  INSURER FEE RATE: With respect to each Mortgage Loan Group
and each  Accrual  Period or  Distribution  Date,  the product of (i) 0.105% per
annum and (ii) the  Certificate  Balance  of the  applicable  Certificate  Group
divided by the aggregate  principal balance of the Mortgage Loans in the related
Mortgage Loan Group on which  interest for such Accrual  Period or  Distribution
Date is calculated.

            ADMINISTRATIVE  FEE RATE:  With  respect  to Fixed  Rate Group 1 and
Fixed Rate Group 2 and any Accrual Period, the sum of (i) the Servicing Fee Rate
and  (ii)  the  applicable  Adjusted  Insurer  Fee  Rate.  With  respect  to the
Adjustable Rate Group and any Accrual  Period,  the sum of (i) the Servicing Fee
Rate,  adjusted  to an  actual/360  day  accrual  basis and (ii) the  applicable
Adjusted Insurer Fee Rate, adjusted to an actual/360 day accrual basis.

            ADVANCE:  An advance made by the  Servicer  pursuant to SECTION 6.08
hereof.

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

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

            ASSIGNMENT  OF  BENEFICIAL  INTEREST:  With respect to each Mortgage
Loan secured by an interest in an Illinois Land Trust, an instrument executed by
all of the  beneficiaries  of such  Illinois Land Trust and by any Person having
any  interest  in such  Illinois  Land Trust or the power to direct the  trustee
under such  Illinois Land Trust,  which assigns and transfers to the  respective
Depositor  as a  secured  party,  all  of  the  beneficiaries'  rights,  powers,
privileges and beneficial interest in such Illinois Land Trust.

            ASSIGNMENT OF MORTGAGE:  An  assignment  of the Mortgage,  notice of
transfer or equivalent instrument  sufficient,  upon proper recordation thereof,
under the laws of the  jurisdiction  wherein the related  Mortgaged  Property is
located to reflect the record of the transfer of the Mortgage to the party named
as assignee therein.

            AUTHORIZED  DENOMINATIONS:   The  authorized  denominations  of  the
Certificates, as set forth in SECTION 4.01 of this Agreement.

            AVAILABLE  FUNDS:  With  respect to any  Distribution  Date and each
Mortgage Loan Group, an amount equal to (i) the sum of all amounts  described in
CLAUSES  (I)  THROUGH  (VII),  inclusive,  of SECTION  5.03(A)  received  by the
Servicer or any Subservicer  (including any amounts paid by the Servicer and the
Representative  and  excluding  any amounts not  required to be deposited in the
Principal  and  Interest  Account  pursuant to SECTION  5.03 and  excluding  any
amounts  withdrawn by the Servicer  pursuant to SECTION  5.04(II),  (III),  (V),
(VI), (VII) AND (X) as of the related Determination Date) during the related Due
Period with respect to the  Mortgage  Loans in such  Mortgage  Loan Group and on
deposit in the  Collection  Account  on such  Distribution  Date,  plus (ii) the
amount of any Advances  remitted  pursuant to SECTION 6.08 for such Distribution
Date with  respect  to the  Mortgage  Loans in such  Mortgage  Loan Group and on
deposit in the Collection  Account on such Distribution Date. No amount included
in the  Available  Funds by virtue of being  described  by any  component of the
definition  thereof  shall be  included  more than once by virtue of also  being
described by any other component or otherwise.

            BANKRUPTCY LOAN: Each Mortgage Loan set forth on EXHIBIT G hereto.

            BASE OVERCOLLATERALIZATION  TARGET AMOUNT:  $26,633,884.15 for Fixed
Rate Group 1,  $3,719,590.40  for Fixed Rate Group 2 and  $3,875,750.23  for the
Adjustable Rate Group.

            BASIC DOCUMENTS: The Transfer Agreement,  this Pooling and Servicing
Agreement, the Custodial Agreement, the Certificate Depository Agreement and the
other documents and certificates delivered in connection therewith.

            BASIC PRINCIPAL  DISTRIBUTION AMOUNT: Each of the Fixed Rate Group 1
Basic  Principal  Distribution  Amount,  the Fixed Rate Group 2 Basic  Principal
Distribution Amount and the Class A-1A Basic Principal Distribution Amount.

            BOOK-ENTRY CERTIFICATES:  A beneficial interest in the Certificates,
the  ownership  and  transfer of which shall be made through book entries by the
Depository as described in SECTION 4.01 hereof.

            BUSINESS  DAY: Any day other than (i) a Saturday or Sunday or (ii) a
day on which banking institutions in the States of Illinois, New York or Florida
are  authorized or obligated by law or executive  order to be closed;  PROVIDED,
HOWEVER, that on the Closing Date the Servicer shall provide the Trustee and the
Certificate  Insurer  with an Officer's  Certificate  listing the dates on which
banking  institutions  in the  States  of  Illinois,  Florida  and New  York are
authorized or obligated by law or executive  order to be closed and the Servicer
shall deliver a new Officer's Certificate annually thereafter to the Trustee and
the  Certificate  Insurer  prior  to the  expiration  of the  most  recent  list
provided.  Failure to provide such an Officer's Certificate shall not constitute
an Event of Default;  provided that the Trustee and the Certificate  Insurer may
rely on the most recently delivered list without further investigation.

            CERTIFICATE:  Any Class A-1F  Certificate,  Class A-2F  Certificate,
Class A-3F Certificate,  Class A-4F Certificate,  Class A-5F Certificate,  Class
A-6F Certificate, Class A-7F, Class A-1A Certificate, Class X Certificate, Class
R-I Certificate,  Class R-II Certificate,  Class R-III Certificate or Class R-IV
Certificate   executed   by  the  Trustee  on  behalf  of  the  Trust  Fund  and
authenticated by the Trustee or its authenticating  agent,  substantially in the
form annexed  hereto as EXHIBITS  B-1,  B-2,  B-3, B-4, B-5, B-6, B-7, B-8, B-9,
B-10, B-11, B-12 OR B13, respectively.

            CERTIFICATE  BALANCE:   With  respect  to  a  Class,  the  aggregate
principal  balance  of  the  Certificates  of  such  Class.  With  respect  to a
Certificate  Group, the aggregate  principal balance of the Certificates in such
Certificate Group.

            CERTIFICATE  CUSTODIAN:  Initially,  U.S. Bank National Association;
thereafter,  any other  Certificate  Custodian  acceptable to the Depository and
selected by the Trustee.

            CERTIFICATE  DEPOSITORY  AGREEMENT:  The agreement,  dated as of the
Closing Date, among the Depositors and the initial  Depository,  relating to the
Class A Certificates.

            CERTIFICATE GROUP: Each of the Fixed Rate Group 1 Certificates,  the
Fixed Rate Group 2 Certificates and the Class A-1A Certificates.

            CERTIFICATE  INSURANCE POLICY:  The certificate  guaranty  insurance
policy  number  AB0285BE,  in the name of the Trustee,  dated the Closing  Date,
issued  by  the   Certificate   Insurer   for  the   benefit   of  the  Class  A
Certificateholders, pursuant to which the Certificate Insurer guarantees Insured
Payments, a copy of which is attached hereto as EXHIBIT I.

            CERTIFICATE INSURER: Ambac Assurance Corporation,  a Wisconsin stock
insurance  company,  or any  successor  thereof,  as issuer  of the  Certificate
Insurance Policy.

            CERTIFICATE  OWNER:  With respect to a Book-Entry  Certificate,  the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant.

            CERTIFICATE REGISTER:  As described in Section 4.02 hereof.

            CERTIFICATEHOLDER OR HOLDER: Each Person in whose name a Certificate
is registered in the Certificate Register;  PROVIDED,  HOWEVER, that, solely for
the purposes of giving any consent  (except any consent  required to be obtained
pursuant  to  SECTION  10.02),  waiver,  request  or  demand  pursuant  to  this
Agreement,  any Certificate  registered in the name of the  Representative,  the
Servicer,  any Originator or either Depositor,  or any Affiliate of any of them,
shall be deemed not to be  outstanding  and the  undivided  Percentage  Interest
evidenced  thereby  shall not be taken into account in  determining  whether the
requisite  percentage  of  Certificates  necessary  to effect any such  consent,
waiver,  request or demand  has been  obtained.  For  purposes  of any  consent,
waiver, request or demand of Certificateholders pursuant to this Agreement, upon
the  Trustee's  or  the  Certificate   Insurer's  request,  the  Servicer,   the
Representative, any Originator and either Depositor shall provide to the Trustee
and the  Certificate  Insurer  a  notice  identifying  any of  their  respective
Affiliates  that  is a  Certificateholder  as of the  date(s)  specified  by the
Trustee or the Certificate Insurer in such request.

            CLASS:  Collectively,  Certificates  bearing  the same  alphabetical
designation (A-1F, A-2F, A-3F, A-4F, A-5F, A-6F, A-7F, A-1A, X, R-I, R-II, R-III
or R-IV).

            CLASS A CERTIFICATEHOLDER:  A Holder of a Class A Certificate.

            CLASS A CERTIFICATES: The Class A-1F, Class A-2F , Class A-3F, Class
A-4F, Class A-5F, Class A-6F, Class A-7F and Class A-1A Certificates.

            CLASS A INTEREST REMITTANCE AMOUNT: With respect to any Distribution
Date, the sum of the Fixed Rate Group 1 Aggregate  Interest  Remittance  Amount,
the Fixed Rate Group 2 Interest  Remittance  Amount and the Class A-1A  Interest
Remittance Amount for such Distribution Date.

            CLASS  A-1A  BASIC  PRINCIPAL   DISTRIBUTION   AMOUNT:   As  to  any
Distribution Date, the lesser of (A) the Class A-1A Principal Balance as of such
Distribution Date and (B) the excess of (a) the Principal  Remittance Amount for
the   Adjustable   Rate   Group  for  such   Distribution   Date  over  (b)  the
Overcollateralization  Release Amount,  if any, for the Class A-1A  Certificates
for such Distribution Date.

            CLASS A-1A  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-1A Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of  Class  A-1A  LIBOR  Interest   Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-1A CERTIFICATEHOLDER: A Holder of a Class A-1A Certificate.

            CLASS A-1A INTEREST  REMITTANCE  AMOUNT:  For any Distribution Date,
the aggregate  interest  accrued during the related  Accrual Period at the Class
A-1A  Pass-Through  Rate on the Class A-1A  Principal  Balance from time to time
outstanding  during such Accrual Period (after giving effect to distributions of
principal made on the preceding  Distribution Date),  calculated on the basis of
actual number of days over a 360 day year.

            CLASS A-1A LIBOR INTEREST  CARRYOVER:  An amount,  calculated on any
Distribution  Date on which the  Class  A-1A  Pass-Through  Rate is equal to the
Class  A-1A Net Funds  Cap Rate,  equal to (i) the  difference  between  (a) the
amount of interest the Class A-1A  Certificates  would be entitled to receive on
such  Distribution  Date without regard to the Class A-1A Net Funds Cap Rate and
(b) the amount of interest  actually  distributed to the Class A-1A Certificates
on such  Distribution  Date,  plus (ii) the  portion  of any  amount  calculated
pursuant  to clause  (i)  remaining  unpaid  from prior  Distribution  Dates and
interest  accrued  thereon  at  the   then-applicable   Class  A-1A  LIBOR  Rate
(calculated without regard to the Class A-1A Net Funds Cap Rate).

            CLASS A-1A  LIBOR  RATE:  For any  Accrual  Period,  LIBOR as of the
related LIBOR  Determination Date plus (i) 0.31% on each Distribution Date on or
prior to the Optional  Purchase  Date and (ii) 0.62% on each  Distribution  Date
following the Optional Purchase Date.

            CLASS A-1A NET FUNDS CAP RATE: With respect to any Accrual Period, a
per annum rate equal to the  Adjustable  Rate Group  Weighted  Average  Mortgage
Interest  Rate as of the first day of the related Due Period less either (i) the
applicable  Administrative  Fee Rate,  with respect to the first twelve  Accrual
Periods  or  (ii)  the  sum of (a)  0.50%  per  annum  and  (b)  the  applicable
Administrative Fee Rate, with respect to each subsequent Accrual Period.

            CLASS A-1A PASS-THROUGH RATE: For the initial Accrual Period, 5.655%
per annum and for any  Accrual  Period  thereafter,  the lesser of (i) the Class
A-1A  LIBOR Rate for such  Accrual  Period and (ii) the Class A-1A Net Funds Cap
Rate for such Accrual Period.

            CLASS A-1A PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-1A  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-1A Certificateholders in respect of
principal.

            CLASS A-1F  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-1F Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of Fixed  Rate  Group 1  Interest  Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-1F PASS-THROUGH  RATE: For any Accrual Period, the lesser of
(i) 6.548% per annum and (ii) the Fixed Rate Group 1 Net Funds Cap Rate.

            CLASS A-1F PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-1F  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-1F Certificateholders in respect of
principal.

            CLASS A-2F  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-2F Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of Fixed  Rate  Group 1  Interest  Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-2F PASS-THROUGH  RATE: For any Accrual Period, the lesser of
(i) 6.887% per annum and (ii) the Fixed Rate Group 1 Net Funds Cap Rate.

            CLASS A-2F PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-2F  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-2F Certificateholders in respect of
principal.

            CLASS A-3F  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-3F Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of Fixed  Rate  Group 1  Interest  Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-3F PASS-THROUGH  RATE: For any Accrual Period, the lesser of
(i) 7.067% per annum and (ii) the Fixed Rate Group 1 Net Funds Cap Rate.

            CLASS A-3F PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-3F  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-3F Certificateholders in respect of
principal.

            CLASS A-4F  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-4F Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of Fixed  Rate  Group 1  Interest  Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-4F PASS-THROUGH  RATE: For any Accrual Period, the lesser of
(i) 7.371% per annum and (ii) the Fixed Rate Group 1 Net Funds Cap Rate.

            CLASS A-4F PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-4F  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-4F Certificateholders in respect of
principal.

            CLASS A-5F  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-5F Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of Fixed  Rate  Group 1  Interest  Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-5F PASS-THROUGH  RATE: For any Accrual Period, the lesser of
(i)(a) 7.638% per annum for each  Distribution  Date on or prior to the Optional
Purchase Date or (b) 8.138% per annum for each  Distribution  Date following the
Optional Purchase Date and (ii) the Fixed Rate Group 1 Net Funds Cap Rate.

            CLASS A-5F PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-5F  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-5F Certificateholders in respect of
principal.

            CLASS A-6F  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-6F Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of Fixed  Rate  Group 1  Interest  Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-6F PASS-THROUGH  RATE: For any Accrual Period, the lesser of
(i) 7.267% per annum and (ii) the Fixed Rate Group 1 Net Funds Cap Rate.

            CLASS A-6F PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-6F  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-6F Certificateholders in respect of
principal.

            CLASS A-7F  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class A-7F Certificate, and
evidencing  (i) a  beneficial  interest in a "regular  interest" in REMIC IV for
purposes  of the REMIC  Provisions  and (ii) the right to  receive  payments  in
respect  of Fixed  Rate  Group 2  Interest  Carryovers  from  amounts  otherwise
distributable to the Class X Certificates.

            CLASS A-7F PASS-THROUGH  RATE: For any Accrual Period, the lesser of
(i) (a) 7.448% per annum for each  Distribution Date on or prior to the Optional
Purchase Date or (b) 7.948% per annum for each  Distribution  Date following the
Optional Purchase Date and (ii) the Fixed Rate Group 2 Net Funds Cap Rate.

            CLASS A-7F PRINCIPAL BALANCE:  As of any date of determination,  the
Original  Class  A-7F  Principal  Balance,  reduced  by the  sum of all  amounts
(including,   except  for  purposes  of  effecting  the  Certificate   Insurer's
subrogation rights, that portion of Insured Payments, if any, made in respect of
principal) previously distributed to Class A-7F Certificateholders in respect of
principal.

            CLASS LT1 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a  principal  balance  as of any date equal to 98% of
the aggregate  Pool  Principal  Balance of Fixed Rate Group 1 Mortgage Loans and
bears interest at the Net Fixed Rate Group 1 Weighted Average Mortgage  Interest
Rate.

            CLASS LT2 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a principal balance as of any date equal to 1% of the
amount by which (i) the aggregate Pool  Principal  Balance of Fixed Rate Group 1
Mortgage  Loans exceeds (ii) the Group 1 OC Amount and bears interest at the Net
Fixed Rate Group 1 Weighted Average Mortgage Interest Rate.

            CLASS LT3 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a principal balance as of any date equal to 1% of the
sum of (i) the aggregate Pool  Principal  Balance of Fixed Rate Group 1 Mortgage
Loans and (ii) the Group 1 OC Amount  and bears  interest  at the Net Fixed Rate
Group 1 Weighted Average Mortgage Interest Rate.

            CLASS LT4 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a  principal  balance  as of any date equal to 98% of
the aggregate  Pool  Principal  Balance of Fixed Rate Group 2 Mortgage Loans and
bears interest at the Net Fixed Rate Group 2 Weighted Average Mortgage  Interest
Rate.

            CLASS LT5 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a principal balance as of any date equal to 1% of the
Class A-7F  Principal  Balance and bears  interest at the Net Fixed Rate Group 2
Weighted Average Mortgage Interest Rate.

            CLASS LT6 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a principal balance as of any date equal to 1% of the
sum of (i) the aggregate Pool  Principal  Balance of Fixed Rate Group 2 Mortgage
Loans and (ii) the Group 2 OC Amount  and bears  interest  at the Net Fixed Rate
Group 2 Weighted Average Mortgage Interest Rate.

            CLASS LT7 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a  principal  balance  as of any date equal to 98% of
the aggregate Pool Principal Balance of the Adjustable Rate Group Mortgage Loans
and bears interest at the Net Adjustable  Rate Group Weighted  Average  Mortgage
Interest Rate.

            CLASS LT8 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a principal balance as of any date equal to 1% of the
Class A-1A Principal Balance and bears interest at the Net Adjustable Rate Group
Weighted Average Mortgage Interest Rate.

            CLASS LT9 INTEREST: A regular interest in REMIC I that is held as an
asset of REMIC II that has a principal balance as of any date equal to 1% of the
sum of (i) the aggregate  Pool Principal  Balance of the  Adjustable  Rate Group
Mortgage  Loans and (ii) the Group A-1A OC Amount and bears  interest at the Net
Adjustable Rate Group Weighted Average Mortgage Interest Rate.

            CLASS MT1 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT1 Interest and bears  interest at the REMIC II
Group 1 Interest Rate.

            CLASS MT2 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT2 Interest and bears  interest at the REMIC II
Group 1 Interest Rate.

            CLASS MT3 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT3 Interest and bears  interest at the REMIC II
Group 1 Interest Rate.

            CLASS MT4 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT4 Interest and bears  interest at the REMIC II
Group 2 Interest Rate.

            CLASS MT5 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT5 Interest and bears  interest at the REMIC II
Group 2 Interest Rate.

            CLASS MT6 INTEREST:  A regular  interest in REMIC II that is held as
an asset of the REMIC III that has a  principal  balance as of any date equal to
the principal  balance of the Class LT6 Interest and bears interest at the REMIC
II Group 2 Interest Rate.

            CLASS MT7 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT7 Interest and bears  interest at the REMIC II
Group 3 Interest Rate.

            CLASS MT8 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT8 Interest and bears  interest at the REMIC II
Group 3 Interest Rate.

            CLASS MT9 INTEREST:  A regular  interest in REMIC II that is held as
an asset of REMIC III that has a  principal  balance as of any date equal to the
principal  balance of the Class LT9 Interest and bears  interest at the REMIC II
Group 3 Interest Rate.

            CLASS MTN1 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT1 Interest and bears  interest at a rate equal
to (I) the Net Fixed Rate Group 1 Weighted Average Mortgage  Interest Rate minus
(II) the REMIC II Group 1 Interest Rate.

            CLASS MTN2 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT2 Interest and bears  interest at a rate equal
to (I) the Net Fixed Rate Group 1 Weighted Average Mortgage  Interest Rate minus
(II) the REMIC II Group 1 Interest Rate.

            CLASS MTN3 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT3 Interest and bears  interest at a rate equal
to (I) the Net Fixed Rate Group 1 Weighted Average Mortgage  Interest Rate minus
(II) the REMIC II Group 1 Interest Rate.

            CLASS MTN4 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT4 Interest and bears  interest at a rate equal
to (I) the Net Fixed Rate Group 2 Weighted Average Mortgage  Interest Rate minus
(II) the REMIC II Group 2 Interest Rate.

            CLASS MTN5 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT5 Interest and bears  interest at a rate equal
to (I) the Net Fixed Rate Group 2 Weighted Average Mortgage  Interest Rate minus
(II) the REMIC II Group 2 Interest Rate.

            CLASS MTN6 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT6 Interest and bears  interest at a rate equal
to (I) the Net Fixed Rate Group 2 Weighted Average Mortgage  Interest Rate minus
(II) the REMIC II Group 2 Interest Rate.

            CLASS MTN7 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT7 Interest and bears  interest at a rate equal
to (I) the Net Adjustable  Rate Group Weighted  Average  Mortgage  Interest Rate
minus (II) the REMIC II Group 3 Interest Rate.

            CLASS MTN8 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT8 Interest and bears  interest at a rate equal
to (I) the Net Adjustable  Rate Group Weighted  Average  Mortgage  Interest Rate
minus (II) the REMIC II Group 3 Interest Rate.

            CLASS MTN9 INTEREST:  A regular interest in REMIC II that is held as
an asset of REMIC III that has a  notional  amount  as of any date  equal to the
principal  balance of the Class LT9 Interest and bears  interest at a rate equal
to (I) the Net Adjustable  Rate Group Weighted  Average  Mortgage  Interest Rate
minus (II) the REMIC II Group 3 Interest Rate.

            CLASS NTA1 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a  principal  balance  as of any date equal to the
Class A-1F  Principal  Balance and bears  interest at the Net Fixed Rate Group 1
Weighted Average Mortgage Interest Rate.

            CLASS NTA2 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a  principal  balance  as of any date equal to the
Class A-2F  Principal  Balance and bears  interest at the Net Fixed Rate Group 1
Weighted Average Mortgage Interest Rate.

            CLASS NTA3 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a  principal  balance  as of any date equal to the
Class A-3F  Principal  Balance and bears  interest at the Net Fixed Rate Group 1
Weighted Average Mortgage Interest Rate.

            CLASS NTA4 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a  principal  balance  as of any date equal to the
Class A-4F  Principal  Balance and bears  interest at the Net Fixed Rate Group 1
Weighted Average Mortgage Interest Rate.

            CLASS NTA5 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a  principal  balance  as of any date equal to the
Class A-5F  Principal  Balance and bears  interest at the Net Fixed Rate Group 1
Weighted Average Mortgage Interest Rate.

            CLASS NTA6 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a  principal  balance  as of any date equal to the
Class A-6F  Principal  Balance and bears  interest at the Net Fixed Rate Group 1
Weighted Average Mortgage Interest Rate.

            CLASS NTA7 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a  principal  balance  as of any date equal to the
Class A-7F  Principal  Balance and bears  interest at the Net Fixed Rate Group 2
Weighted Average Mortgage Interest Rate.

            CLASS NTA-1A INTEREST:  A regular interest in REMIC III that is held
as an asset of REMIC IV that has a principal balance as of any date equal to the
Class A-1A Principal Balance and bears interest at the Net Adjustable Rate Group
Weighted Average Mortgage Interest Rate.

            CLASS NTN1 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a notional  amount as of any date equal to the sum
of the notional  amounts of the Class MTN1,  Class MTN2 and Class MTN3 Interests
and is entitled to all interest  accrued or  distributed in respect of the Class
MTN1, Class MTN2 and Class MTN3 Interests.

            CLASS NTN2 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a notional  amount as of any date equal to the sum
of the notional  amounts of the Class MTN4,  Class MTN5 and Class MTN6 Interests
and is entitled to all interest  accrued or  distributed in respect of the Class
MTN4, Class MTN5 and Class MTN6 Interests.

            CLASS NTN3 INTEREST: A regular interest in REMIC III that is held as
an asset of REMIC IV that has a notional  amount as of any date equal to the sum
of the notional  amounts of the Class MTN7,  Class MTN8 and Class MTN9 Interests
and is entitled to all interest  accrued or  distributed in respect of the Class
MTN7, Class MTN8 and Class MTN9 Interests.

            CLASS R-I  CERTIFICATE:  A  Certificate  designated  as an EQCC Home
Equity Loan Asset Backed Certificate,  Series 1999-3, Class R-I Certificate, and
evidencing  an interest  designated  as the  "residual  interest" in REMIC I for
purposes of the REMIC Provisions.

            CLASS R-I CERTIFICATEHOLDER:  A Holder of a Class R-I Certificate.

            CLASS R-II  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate,  Series 1999-3, Class R-II Certificate and
evidencing an interest  designated  as the  "residual  interest" in REMIC II for
purposes of the REMIC Provisions.

            CLASS R-II CERTIFICATEHOLDER: A Holder of a Class R-II Certificate.

            CLASS R-III  CERTIFICATE:  A Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class R-III Certificate and
evidencing an interest  designated  as the "residual  interest" in REMIC III for
purposes of the REMIC Provisions.

            CLASS   R-III   CERTIFICATEHOLDER:   A  Holder  of  a  Class   R-III
Certificate.

            CLASS R-IV  CERTIFICATE:  A  Certificate  designated as an EQCC Home
Equity Loan Asset Backed Certificate, Series 1999-3, Class R-IV Certificate, and
evidencing an interest  designated  as the  "residual  interest" in REMIC IV for
purposes of the REMIC Provisions.

            CLASS R-IV CERTIFICATEHOLDER: A Holder of a Class R-IV Certificate.

            CLASS X CERTIFICATE: A Certificate designated as an EQCC Home Equity
Loan Asset Backed Certificate, Series 1999-3, Class X Certificate evidencing (i)
a "regular  interest" in the REMIC IV for purposes of the REMIC  Provisions  and
(ii) rights and obligations as described herein.

            CLASS X CERTIFICATEHOLDER:  A Holder of a Class X Certificate.

            CLASS  X-A   COMPONENT:   A  Component   of  the  Class  X  Interest
representing  a specified  portion of the interest  payments on the Class NTA-1A
Interest and entitled to the Class X-A Component Remittance Amount.

            CLASS X-A COMPONENT  REMITTANCE  AMOUNT:  For any Distribution Date,
the product of 1/12th of (i) the excess,  if any, of (a) the Net Adjustable Rate
Group  Weighted  Average  Mortgage   Interest  Rate  over  (b)  the  Class  A-1A
Pass-Through Rate for the related Accrual Period,  adjusted to an actual/360 day
accrual basis, and (ii) the Class A-1A Principal  Balance for such  Distribution
Date (before giving effect to any principal  distributions on such  Distribution
Date).

            CLASS  X-1F   COMPONENT:   A  Component  of  the  Class  X  Interest
representing  a  specified  portion of the  interest  payments on the Class NTA1
Interest and entitled to the Class X-1F Component Remittance Amount.

            CLASS X-1F COMPONENT  REMITTANCE  AMOUNT: For any Distribution Date,
the product of 1/12th of (i) the excess, if any, of (a) the Net Fixed Rate Group
1 Weighted Average Mortgage  Interest Rate over (b) the Class A-1F  Pass-Through
Rate for the related  Accrual Period and (ii) the Class A-1F  Principal  Balance
for such Distribution Date (before giving effect to any principal  distributions
on such Distribution Date).

            CLASS  X-2F   COMPONENT:   A  Component  of  the  Class  X  Interest
representing  a  specified  portion of the  interest  payments on the Class NTA2
Interest and entitled to the Class X-2F Component Remittance Amount.

            CLASS X-2F COMPONENT  REMITTANCE  AMOUNT: For any Distribution Date,
the product of 1/12th of (i) the excess, if any, of (a) the Net Fixed Rate Group
1 Weighted Average Mortgage  Interest Rate over (b) the Class A-2F  Pass-Through
Rate for the related  Accrual Period and (ii) the Class A-2F  Principal  Balance
for such Distribution Date (before giving effect to any principal  distributions
on such Distribution Date).

            CLASS  X-3F   COMPONENT:   A  Component  of  the  Class  X  Interest
representing  a  specified  portion of the  interest  payments on the Class NTA3
Interest and entitled to the Class X-3F Component Remittance Amount.

            CLASS X-3F COMPONENT  REMITTANCE  AMOUNT: For any Distribution Date,
the product of 1/12th of (i) the excess, if any, of (a) the Net Fixed Rate Group
1 Weighted Average Mortgage  Interest Rate over (b) the Class A-3F  Pass-Through
Rate for the related  Accrual Period and (ii) the Class A-3F  Principal  Balance
for such Distribution Date (before giving effect to any principal  distributions
on such Distribution Date).

            CLASS  X-4F   COMPONENT:   A  Component  of  the  Class  X  Interest
representing  a  specified  portion of the  interest  payments on the Class NTA4
Interest and entitled to the Class X-4F Component Remittance Amount.

            CLASS X-4F COMPONENT  REMITTANCE  AMOUNT: For any Distribution Date,
the product of 1/12th of (i) the excess, if any, of (a) the Net Fixed Rate Group
1 Weighted Average Mortgage  Interest Rate over (b) the Class A-4F  Pass-Through
Rate for the related  Accrual Period and (ii) the Class A-4F  Principal  Balance
for such Distribution Date (before giving effect to any principal  distributions
on such Distribution Date).

            CLASS  X-5F   COMPONENT:   A  Component  of  the  Class  X  Interest
representing  a  specified  portion of the  interest  payments on the Class NTA5
Interest and entitled to the Class X-5F Component Remittance Amount.

            CLASS X-5F COMPONENT  REMITTANCE  AMOUNT: For any Distribution Date,
the product of 1/12th of (i) the excess, if any, of (a) the Net Fixed Rate Group
1 Weighted Average Mortgage  Interest Rate over (b) the Class A-5F  Pass-Through
Rate for the related  Accrual Period and (ii) the Class A-5F  Principal  Balance
for such Distribution Date (before giving effect to any principal  distributions
on such Distribution Date).

            CLASS  X-6F   COMPONENT:   A  Component  of  the  Class  X  Interest
representing  a  specified  portion of the  interest  payments on the Class NTA6
Interest and entitled to the Class X-6F Component Remittance Amount.

            CLASS X-6F COMPONENT  REMITTANCE  AMOUNT: For any Distribution Date,
the product of 1/12th of (i) the excess, if any, of (a) the Net Fixed Rate Group
1 Weighted Average Mortgage  Interest Rate over (b) the Class A-6F  Pass-Through
Rate for the related  Accrual Period and (ii) the Class A-6F  Principal  Balance
for such Distribution Date (before giving effect to any principal  distributions
on such Distribution Date).

            CLASS  X-7F   COMPONENT:   A  Component  of  the  Class  X  Interest
representing  a  specified  portion of the  interest  payments on the Class NTA7
Interest and entitled to the Class X-7F Component Remittance Amount.

            CLASS X-7F COMPONENT  REMITTANCE  AMOUNT: For any Distribution Date,
the product of 1/12th of (i) the excess, if any, of (a) the Net Fixed Rate Group
2 Weighted Average Mortgage  Interest Rate over (b) the Class A-7F  Pass-Through
Rate for the related  Accrual Period and (ii) the Class A-7F  Principal  Balance
for such Distribution Date (before giving effect to any principal  distributions
on such Distribution Date).

            CLASS  X-E   COMPONENT:   A  Component   of  the  Class  X  Interest
representing a specified  portion of the interest payments on (i) the Class NTN1
Interest,  (ii) the Class NTN2  Interest  and (iii) the Class NTN3  Interest and
entitled  to the  respective  portions  of the  Class X-E  Component  Remittance
Amount.

            CLASS X-E COMPONENT  REMITTANCE  AMOUNT:  For any Distribution Date,
the sum of (i) the interest  distributed  in respect of the Class NTN1 Interest,
(ii) the interest  distributed in respect of the Class NTN2 Interest,  and (iii)
the  interest  distributed  in  respect  of the  Class  NTN3  Interest  for such
Distribution  Date (before giving effect to any principal  distributions on such
Distribution Date).

            CLASS X-F COMPONENT  REMITTANCE  AMOUNT:  For any Distribution Date,
the sum of the Class X-1F Component  Remittance Amount, the Class X-2F Component
Remittance  Amount,  Class  X-3F  Component  Remittance  Amount,  the Class X-4F
Component  Remittance Amount,  Class X-5F Component Remittance Amount, the Class
X-6F Component Remittance Amount and the Class X-7F Component Remittance Amount.

            CLASS X INTEREST: A regular interest in REMIC IV, ownership of which
is evidenced by the Class X Certificates.

            CLASS X REMITTANCE  AMOUNT:  An amount equal to the sum of the Class
X-A Component  Remittance Amount, the Class X-E Component  Remittance Amount and
the Class X-F Component Remittance Amount.

            CLOSING DATE:  August 26, 1999.

            CODE:  The Internal  Revenue  Code of 1986,  as amended from time to
time.

            COLLECTION   ACCOUNT:   The  collection   account   established  and
maintained by the Trustee pursuant to SECTION 6.01 hereof.

            COLLECTIONS:  For any  Due  Period,  the  amounts  collected  by the
Servicer  with  respect  to the  Mortgage  Loans set forth in  SECTION  5.03(A),
CLAUSES  (I)-(VIII) that are required to be deposited to the Collection  Account
pursuant to SECTION 5.04 with respect to the related  Distribution Date (and not
including  amounts that are  permitted to be withdrawn  from the  Principal  and
Interest Account pursuant to SECTION 5.04).

            COMBINED  LOAN-TO-VALUE  RATIO or CLTV: With respect to any Mortgage
Loan,  the ratio  (expressed  as a  percentage)  of (a) the sum of the  original
principal balance of such Mortgage Loan and the outstanding principal balance of
any  related  First Lien as of the date of  origination  of the  Mortgage  Loan,
divided  by (b) (i)  the  lesser  of (1)  the  value  of the  related  Mortgaged
Property,  based  upon the  appraisal  made at the time such  Mortgage  Loan was
originated,  or (2) the purchase price of the Mortgaged Property if the Mortgage
Loan proceeds  were used to purchase the Mortgaged  Property or (ii) in the case
of a Mortgage Loan that has been deemed reissued for purposes of Section 1001 of
the  Code as a result  of  modifications  thereto,  the  value of the  Mortgaged
Property  based upon the  appraisal  made at the date of the most recent  deemed
reissuance.

            COMMISSION:  The Securities and Exchange Commission.

            CORPORATE TRUST OFFICE:  With respect to the Trustee,  the principal
office at which at any  particular  time the  corporate  trust  business  of the
Trustee shall be principally administered, which offices at the Closing Date are
located at U.S. Bank National  Association,  111 East Wacker Drive,  Suite 3000,
Chicago, Illinois 60601.

            CUMULATIVE  LOSSES: As of any date of  determination,  the aggregate
Mortgage Loan Losses for all Due Periods since the Cut-off Date.

            CUMULATIVE  LOSS  PERCENTAGE:  With  respect  to any  Distribution
Date, the fraction  expressed as a percentage  equal to the Cumulative  Losses
over the Original Pool Principal Balance.

            CURRENT  CLTV:  With  respect  to any  Bankruptcy  Loan,  the  ratio
(expressed  as a  percentage)  of (a) the sum of (i) the  outstanding  principal
balance as of the Cut-off Date of such  Mortgage  Loan and (ii) the  outstanding
principal  balance of any related  First Lien as of the Cut-off  Date divided by
(b) the current appraised value of the related Mortgaged Property, as determined
by an independent fee appraiser  acceptable to the Certificate Insurer within 60
days of the Closing Date.

            CURTAILMENT:  With  respect  to a  Mortgage  Loan,  any  payment  of
principal  received in any month during a Due Period as part of a payment  which
is  neither  intended  to  satisfy  the  Mortgage  Loan  in  full  nor to cure a
delinquency.

            CUSTODIAL AGREEMENT: The agreement for the retention of the Mortgage
Files initially in the form attached hereto as EXHIBIT N.

            CUSTODIAN:  Initially,  with respect to all Mortgage Loans, Bank One
Trust Company,  N. A., and thereafter,  any successor  custodian approved by the
Certificate Insurer and appointed pursuant to the Custodial Agreement,  which is
not  affiliated  with the Servicer,  the  Representative,  the Depositors or the
Originators.

            CUT-OFF DATE:  August 1, 1999.

            DEFAULT: Any occurrence that is, or with notice or the lapse of time
or both would become, a Servicer Default under SECTION 10.01 hereof.

            DEFINITIVE CERTIFICATES:  As set forth in Section 4.01 hereof.

            DELETED MORTGAGE LOAN: A Mortgage Loan replaced by or to be replaced
by a Qualified Substitute Mortgage Loan.

            DEPOSITOR:  Either EQCC Asset Backed Corporation or EQCC Receivables
Corporation, each of which is a direct or an indirect wholly-owned subsidiary of
the Representative.

            DEPOSITORY:  Initially, The Depository Trust Company, the nominee of
which is Cede & Co., as the  registered  Holder of the Book Entry  Certificates.
The Depository shall at all times constitute a "clearing corporation" as defined
in Section 8-102(3) of the Uniform Commercial Code of the State of New York.

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

            DESTROYED  MORTGAGE  NOTE: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.

            DESTROYED  MORTGAGE  NOTE  AFFIDAVIT:  An  affidavit  in the form of
EXHIBIT  U  delivered  pursuant  to  Section  2.04(a)(i)(B)  with  respect  to a
Destroyed Mortgage Note.

            DETERMINATION  DATE:  With respect to each  Distribution  Date,  the
fifth Business Day prior to such Distribution Date.

            DISQUALIFIED  NON-UNITED STATES PERSON: A transferee of a Class R-I,
Class R-II, Class R-III or Class R-IV  Certificate  other than a person that (i)
is a United  States  Person or (ii) is a Non-United  States  Person that holds a
Class R-I, Class R-II,  Class R-III or Class R-IV Certificate in connection with
the conduct of a trade or business  within the United  States and has  furnished
the transferor and the Trustee with an effective  Internal  Revenue Service Form
4224  (or  successor  form)  or (iii) is a  Non-United  States  Person  that has
delivered  to both the  transferor  and the  Trustee an opinion of a  nationally
recognized  tax counsel to the effect that the transfer of such Class R-I, Class
R-II,  Class R-III or Class R-IV  Certificate  to it is in  accordance  with the
requirements  of the Code and the  regulations  promulgated  thereunder and that
such transfer of a Class R-I, Class R-II,  Class R-III or Class R-IV Certificate
will not be disregarded for federal income tax purposes.

            DISQUALIFIED  ORGANIZATION:  Either (i) the United States,  (ii) any
state or political subdivision thereof,  (iii) any foreign government,  (iv) any
international  organization,  (v) any  agency or  instrumentality  of any of the
foregoing,  (vi) any tax-exempt 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,  (vii) any organization  described in Section  1381(a)(2)(C) of the
Code, or (viii) any other entity  designated as a Disqualified  Organization  by
relevant  legislation amending the REMIC Provisions and in effect at or proposed
to be  effective  as of the  time  of  the  determination.  Notwithstanding  the
foregoing, a corporation will not be treated as an instrumentality of the United
States or of any state or political subdivision thereof if all of its activities
are subject to tax and a majority of its board of  directors  is not selected by
such   governmental   unit.   The  terms  "United   States  and   "international
organization" shall have the meanings set forth in Section 7701 of the Code.

            DISTRIBUTION DATE: The 25th day of any month, or if such 25th day is
not a Business Day, the first Business Day immediately following,  commencing on
September 27, 1999.

            DUE DATE:  The day of the month on which the Monthly  Payment is due
from the Mortgagor on a Mortgage Loan.

            DUE PERIOD:  With  respect to any  Distribution  Date,  the calendar
month  immediately  preceding the calendar month in which such Distribution Date
occurs.

            ELIGIBLE  ACCOUNT:  Either (A) a  segregated  account or  segregated
accounts  maintained with an institution  whose deposits are insured by the Bank
Insurance  Fund or the Savings  Association  Insurance Fund of the FDIC, (x) the
unsecured and  uncollateralized  debt obligations of which shall be rated "A" or
better by S&P or have the highest short-term rating by S&P and (y) the unsecured
and uncollateralized  debt obligations of which shall be rated "A-1 or better by
Moody's  and have the highest  short-term  rating by Moody's and which is either
(i) a federal savings and loan association duly organized,  validly existing and
in good  standing  under the federal  banking  laws,  (ii) an  institution  duly
organized,  validly  existing and in good standing under the applicable  banking
laws of any state, (iii) a national banking association duly organized,  validly
existing and in good standing under the federal  banking laws,  (iv) a principal
subsidiary  of a  bank  holding  company,  or (v)  approved  in  writing  by the
Certificate  Insurer,  S&P and  Moody's  or (B) a  segregated  trust  account or
accounts  maintained with the corporate  trust  department of a federal or state
chartered depository institution or trust company, having capital and surplus of
not less than $50,000,000,  acting in its fiduciary  capacity,  and has a rating
from  Moody's  and S&P for  long-term  deposits  of at least  "Baa3"  and "BBB,"
respectively. Any Eligible Accounts maintained with the Trustee shall conform to
the preceding clause (B).

            EQUICREDIT:  EquiCredit Corporation of America.

            EVENT OF NONPAYMENT: An event of nonpayment shall occur with respect
to any  Distribution  Date if the amount  remitted by the  Servicer  pursuant to
SECTIONS 5.04(I),  6.04(E) AND 6.08 and on deposit in the Collection Account for
such Distribution  Date, plus any amounts on deposit in the Collection  Account,
that are not  subject  to any  automatic  stay under  Section  362 of the United
States  Bankruptcy Code pursuant to an order of a United States bankruptcy court
of competent  jurisdiction,  will not, taken together,  be sufficient to pay the
sum of (x) the  Class A  Interest  Remittance  Amount  and (y) the  amount to be
withdrawn  from the  Collection  Account  pursuant to priority first of SECTIONS
6.05(D)(I),  6.05(D)(II) and 6.05(D)(III) in respect of such Distribution  Date,
unless such insufficiency  results from a failure by the Certificate  Insurer to
perform  in  accordance  with the  terms of this  Agreement  or the  Certificate
Insurance  Policy or a failure by the Trustee to perform in accordance with this
Agreement.

            EXCESS PROCEEDS:  With respect to any Liquidated  Mortgage Loan, the
excess, if any, of (a) the Net Liquidation  Proceeds received in respect thereof
over  (b) the  Principal  Balance  of such  Mortgage  Loan as of the  date  such
Mortgage Loan became a Liquidated Mortgage Loan plus accrued but unpaid interest
thereon at the Mortgage Interest Rate.

            EXCESS  SPREAD:  Each of the Fixed Rate Group 1 Excess  Spread,  the
Fixed Rate Group 2 Excess Spread and the Adjustable Rate Group Excess Spread.

            EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

            EXTRA PRINCIPAL  DISTRIBUTION  AMOUNT: With respect to a Certificate
Group and any  Distribution  Date, the lesser of (i) the related  General Excess
Available   Amount   for  such   Distribution   Date   and   (ii)  the   related
Overcollateralization Deficiency Amount for such Distribution Date.

            FDIC: The Federal  Deposit  Insurance  Corporation and any successor
thereto.

            FHLMC: The Federal Home Loan Mortgage  Corporation and any successor
thereto.

            FIDELITY BOND:  As described in Section 5.09.

            FINAL  SCHEDULED  DISTRIBUTION  DATE:  With respect to each Class of
Certificates, as specified in the table under the Preliminary Statement.

            FIRST LIEN:  With respect to any  Mortgage  Loan secured by a second
priority  lien,  the  mortgage  loan  relating  to the  corresponding  Mortgaged
Property secured by a first priority lien.

            FIXED RATE CERTIFICATEHOLDER: A Holder of a Fixed Rate Certificate.

            FIXED RATE  CERTIFICATES:  The Class A-1F  Certificates,  Class A-2F
Certificates,  Class  A-3F  Certificates,  Class A-4F  Certificates,  Class A-5F
Certificates, Class A-6F Certificates and Class A-7F Certificates.

            FIXED RATE CLASS X  COMPONENTS:  The Class X-1F,  Class X-2F,  Class
X-3F,  Class X-4F,  Class X-5F, Class X-6F and Class X-7F Components and clauses
(i) and (ii) of the definition of Class X-E Component.

            FIXED RATE GROUP 1: The group of  Mortgage  Loans  indicated  on the
Mortgage Loan Schedule as belonging to Fixed Rate Group 1.

            FIXED RATE GROUP 1 AGGREGATE  INTEREST  REMITTANCE  AMOUNT:  For any
Distribution Date, the sum of Fixed Rate Group 1 Interest Remittance Amounts for
each Class of Fixed Rate Group 1 Certificates.

            FIXED RATE GROUP 1 AVAILABLE FUNDS:  For any Distribution  Date, the
Available Funds with respect to Fixed Rate Group 1.

            FIXED RATE GROUP 1 BASIC PRINCIPAL  DISTRIBUTION  AMOUNT:  As to any
Distribution Date, the lesser of (A) the Fixed Rate Group 1 Principal Balance as
of such  Distribution  Date and (B) the excess of (a) the  Principal  Remittance
Amount  for  Fixed  Rate  Group  1 for  such  Distribution  Date  over  (b)  the
Overcollateralization  Release  Amount,  if any,  for  the  Fixed  Rate  Group 1
Certificates for such Distribution Date.

            FIXED RATE GROUP 1 CERTIFICATES:  The Class A-1F,  Class A-2F, Class
A-3F, Class A-4F, Class A-5F and Class A-6F Certificates.

            FIXED  RATE GROUP 1  COMPONENT  REMITTANCE  AMOUNTS:  The Class X-1F
Component  Remittance  Amount,  the Class X-2F Component  Remittance Amount, the
Class X-3F Component  Remittance  Amount,  the Class X-4F  Component  Remittance
Amount,  the Class X-5F Component  Remittance  Amount,  the Class X-6F Component
Remittance  Amount  and  clause  (i) of the  definition  of Class X-E  Component
Remittance Amount.

            FIXED RATE GROUP 1 EXCESS SPREAD:  With respect to any  Distribution
Date, the sum of (A) the excess (if any) of (a) the aggregate  interest received
or  advanced,  pursuant to SECTION  6.08,  for the  related  Due Period,  on the
Mortgage  Loans in Fixed  Rate  Group 1 at their  respective  Mortgage  Interest
Rates,  over (b) the sum of (i)  interest  accrued  on the  Fixed  Rate  Group 1
Certificates  since the immediately prior Distribution Date, (ii) the product of
(x) 1/12th of the  applicable  Administrative  Fee Rate and (y) the aggregate of
the  principal  balances  of the  Mortgage  Loans in Fixed Rate Group 1 on which
interest for such Due Period was calculated.

            FIXED RATE GROUP 1 INTEREST  CARRYOVER:  For any Class of Fixed Rate
Group 1 Certificates,  an amount,  calculated on any Distribution  Date on which
the  Fixed  Rate  Group  1  Pass-Through  Rate  for  such  Fixed  Rate  Group  1
Certificates is equal to the Fixed Rate Group 1 Net Funds Cap Rate, equal to (i)
the  difference  between  (a) the  amount of  interest  such  Fixed Rate Group 1
Certificates  would be entitled  to receive on such  Distribution  Date  without
regard  to the  Fixed  Rate  Group 1 Net  Funds  Cap Rate and (b) the  amount of
interest  actually  distributed to such Fixed Rate Group 1 Certificates  on such
Distribution  Date, plus (ii) the portion of any amount  calculated  pursuant to
clause (i) remaining unpaid from prior  Distribution  Dates and interest accrued
thereon at the then-applicable  Fixed Rate Group 1 Pass-Through Rate (calculated
without regard to the Fixed Rate Group 1 Net Funds Cap Rate).

            FIXED RATE GROUP 1 INTEREST  REMITTANCE AMOUNT: For any Distribution
Date and any Class of Fixed Rate Group 1  Certificate,  interest  accrued during
the related  Accrual Period at the related Fixed Rate Group 1 Pass-Through  Rate
on the  principal  balance  of such  Class of Fixed  Rate  Group 1  Certificates
outstanding  during such Accrual Period (after giving effect to distributions of
principal made on the preceding  Distribution Date) calculated on the basis of a
30 day month over a 360 day year.

            FIXED RATE GROUP 1 NET FUNDS CAP RATE:  With  respect to any Accrual
Period,  a per annum  rate  equal to the Fixed  Rate  Group 1  Weighted  Average
Mortgage  Interest  Rate as of the first day of the  related Due Period less the
applicable Administrative Fee Rate.

            FIXED  RATE  GROUP  1  PASS-THROUGH  RATE:  Each of the  Class  A-1F
Pass-Through  Rate, Class A-2F Pass-Through  Rate, Class A-3F Pass-Through Rate,
Class  A-4F  Pass-Through  Rate,  Class  A-5F  Pass-Through  Rate and Class A-6F
Pass-Through Rate.

            FIXED  RATE  GROUP  1   PRINCIPAL   BALANCE:   As  of  any  date  of
determination,  the sum of the Class  A-1F  Principal  Balance,  the Class  A-2F
Principal Balance,  the Class A-3F Principal  Balance,  the Class A-4F Principal
Balance, the Class A-5F Principal Balance and the Class A-6F Principal
Balance.

            FIXED RATE GROUP 1 WEIGHTED  AVERAGE  MORTGAGE  INTEREST RATE: As of
any date,  the weighted  average of the Mortgage  Interest Rates on the Mortgage
Loans in Fixed Rate Group 1.

            FIXED RATE GROUP 2: The group of  Mortgage  Loans  indicated  on the
Mortgage Loan Schedule as belonging to Fixed Rate Group 2.

            FIXED RATE GROUP 2 AVAILABLE FUNDS:  For any Distribution  Date, the
Available Funds with respect to Fixed Rate Group 2.

            FIXED RATE GROUP 2 BASIC PRINCIPAL  DISTRIBUTION  AMOUNT:  As to any
Distribution Date, the lesser of (A) the Class A-7F Principal Balance as of such
Distribution Date and (B) the excess of (a) the Principal  Remittance Amount for
Fixed Rate Group 2 for such Distribution Date over (b) the Overcollateralization
Release  Amount,  if any,  for the  Fixed  Rate  Group 2  Certificates  for such
Distribution Date.

            FIXED RATE GROUP 2 CERTIFICATES:  The Class A-7F Certificates.

            FIXED  RATE  GROUP 2  COMPONENT  REMITTANCE  AMOUNT:  The Class X-7F
Component  Remittance  Amount and  clause  (ii) of the  definition  of Class X-E
Component Remittance Amount.

            FIXED RATE GROUP 2 EXCESS SPREAD:  With respect to any  Distribution
Date, the sum of (A) the excess (if any) of (a) the aggregate  interest received
or  advanced,  pursuant to SECTION  6.08,  for the  related  Due Period,  on the
Mortgage  Loans in Fixed  Rate  Group 2 at their  respective  Mortgage  Interest
Rates,  over (b) the sum of (i)  interest  accrued  on the  Fixed  Rate  Group 2
Certificates  since the immediately prior Distribution Date, (ii) the product of
(x) 1/12th of the  applicable  Administrative  Fee Rate and (y) the aggregate of
the  principal  balances  of the  Mortgage  Loans in Fixed Rate Group 2 on which
interest for such Due Period was calculated.

            FIXED RATE GROUP 2 INTEREST CARRYOVER: An amount,  calculated on any
Distribution  Date on which the Fixed Rate Group 2 Pass-Through Rate is equal to
the Fixed Rate Group 2 Net Funds Cap Rate,  equal to (i) the difference  between
(a) the amount of interest the Fixed Rate Group 2 Certificates would be entitled
to receive on such  Distribution  Date without  regard to the Fixed Rate Group 2
Net Funds Cap Rate and (b) the amount of interest  actually  distributed  to the
Fixed Rate Group 2 Certificates on such Distribution Date, plus (ii) the portion
of any amount  calculated  pursuant  to clause (i)  remaining  unpaid from prior
Distribution Dates and interest accrued thereon at the then-applicable Class A-7
Pass-Through Rate (calculated without regard to the Fixed Rate Group 2 Net Funds
Cap Rate).

            FIXED RATE GROUP 2 INTEREST  REMITTANCE AMOUNT: For any Distribution
Date and the Fixed  Rate  Group 2  Certificates,  interest  accrued  during  the
related  Accrual Period at the related Fixed Rate Group 2  Pass-Through  Rate on
the principal balance of such Fixed Rate Group 2 Certificates outstanding during
such Accrual Period (after giving effect to  distributions  of principal made on
the preceding  Distribution Date) calculated on the basis of a 30 day month over
a 360 day year.

            FIXED RATE GROUP 2 NET FUNDS CAP RATE:  With  respect to any Accrual
Period,  a per annum  rate  equal to the Fixed  Rate  Group 2  Weighted  Average
Mortgage  Interest  Rate as of the first day of the  related Due Period less the
applicable Administrative Fee Rate.

            FIXED RATE GROUP 2 WEIGHTED  AVERAGE  MORTGAGE  INTEREST RATE: As of
any date,  the weighted  average of the Mortgage  Interest Rates on the Mortgage
Loans in Fixed Rate Group 2.

            FIXED  RATE  INTEREST  CARRYOVER:  Each of the  Fixed  Rate  Group 1
Interest Carryover and the Fixed Rate Group 2 Interest Carryover.

            FNMA:  Fannie Mae and any successor thereto.

            GENERAL EXCESS AVAILABLE AMOUNT: With respect to a Certificate Group
and each  Distribution  Date, the amount, if any, by which the related Available
Funds for such  Distribution  Date exceeds the aggregate  amount  distributed on
such  Distribution  Date pursuant to priorities first through seventh of Section
6.05(d)(i), 6.05(d)(ii) or 6.05(iii), as applicable.

            GROUP 1 OC AMOUNT:  The amount,  if any, by which the Pool Principal
Balance of the Fixed Rate Group 1 Mortgage Loans exceeds the aggregate principal
balance of Fixed Rate Group 1 Certificates.

            GROUP 2 OC AMOUNT:  The amount,  if any, by which the Pool Principal
Balance of the Fixed Rate Group 2 Mortgage  Loans exceeds the principal  balance
of the Class A-7F Certificates.

            GROUP  A-1A OC  AMOUNT:  The  amount,  if any,  by  which  the  Pool
Principal  Balance of the  Adjustable  Rate Group  Mortgage  Loans  exceeds  the
principal balance of the Class A-1A Certificates.

            HOLDER:  A Certificateholder.

            ILLINOIS LAND TRUST: A trust formed under a trust agreement  between
the trustee and one or more beneficiaries named therein,  pursuant to which such
trustee holds legal and equitable title to a Mortgaged  Property  located in the
State of  Illinois  and such  beneficiaries  are the  owners  of the  beneficial
interest in such trust.

            INDEPENDENT:  When used with respect to any specified  Person,  that
the Person  (i) does not have any  direct  financial  interest  or any  material
indirect financial interest in the Depositors, the Representative, the Servicer,
the Originators or any Affiliate of any of the foregoing Persons and (ii) is not
connected  with  the  Representative,  the  Servicer,  the  Originators  or  any
Affiliate of any of the  foregoing  Persons as an officer,  employee,  promoter,
underwriter, trustee, partner, director or person performing similar functions.

            INITIAL   PREMIUM  FEE   RECOVERY   AMOUNT:   With  respect  to  any
Distribution  Date,  the  product of (i) 1/12th of 0.105% and (ii) the excess of
(A) the sum of the  Fixed  Rate  Group  1  Principal  Balance,  the  Class  A-7F
Principal  Balance and the Class A-1A  Principal  Balance  immediately  prior to
giving effect to  distributions  of principal  and interest on the  Certificates
over (B) the sum of the Fixed Rate  Group 1  Principal  Balance,  the Class A-7F
Principal Balance and the Class A-1A Principal Balance  immediately after giving
effect to distributions of principal and interest on the Certificates.

            INSURANCE ACCOUNT:  The insurance account established and maintained
by the Trustee in accordance with SECTION 6.03 hereof.

            INSURANCE PROCEEDS:  Proceeds paid to the Trustee or the Servicer by
any insurer  (except the Certificate  Insurer) or by the Servicer  pursuant to a
deductible  clause under a blanket policy  insuring  against fire and hazards of
extended  coverage on all of the Mortgage  Loans  pursuant to SECTION  5.08,  in
either  event  pursuant  to any  insurance  policy  covering  a  Mortgage  Loan,
Mortgaged  Property,  or REO Property or any other  insurance  policy net of any
expenses  which are incurred by the Servicer or the Trustee in  connection  with
the  collection of such  proceeds and not otherwise  reimbursed to the Servicer,
other than proceeds to be applied to the  restoration or repair of the Mortgaged
Property  or released to the  Mortgagor  in  accordance  with  customary  second
mortgage servicing procedures.

            INSURED  PAYMENT:  As to each  Distribution  Date the sum of (i) any
shortfall  in amounts  available  in the  Collection  Account to pay the Class A
Interest  Remittance Amount for such Distribution Date, (ii) the excess, if any,
of (a) the  sum of the  Certificate  Balances  of each  Certificate  Group  then
outstanding,  after giving effect to  distributions on that  Distribution  Date,
over (b) the aggregate Principal Balance of the Mortgage Loans then outstanding,
(iii)  without   duplication  of  the  amount  specified  in  clause  (ii),  the
Certificate  Balance of each Class of Class A Certificates  which remains unpaid
on the Final Scheduled  Distribution Date for such Class, after giving effect to
distributions on that Distribution Date, or the earlier termination of the Trust
and (iv) any Preference Amount for any given Business Day in accordance with the
terms of the Certificate Insurance Policy.

            INTEREST  CARRYOVER:  Each  of  the  Fixed  Rate  Group  1  Interest
Carryover, the Fixed Rate Group 2 Interest Carryover and the Class A-1A Interest
Carryover.

            LATEST MATURITY DATE: With respect to any Class of Certificates, its
Final Scheduled Distribution Date.

            LIBOR: For any Accrual Period and the Class A-1A  Certificates,  the
London  interbank  offered rate for  one-month  United  States  dollar  deposits
determined  by the  Trustee  for each  Accrual  Period  in  accordance  with the
provisions of SECTION 4.05.

            LIBOR  BUSINESS  DAY:  Any  Business Day on which banks are open for
dealing in foreign  currency  and exchange in London,  England,  the City of New
York and Chicago, Illinois.

            LIBOR  DETERMINATION  DATE: With respect to any Accrual Period,  the
second LIBOR  Business Day  preceding  such Accrual  Period  (which date for the
initial Accrual Period shall be August 24, 1999).

            LIEN:  Any  security  interest,  lien,  charge,  pledge,  equity  or
encumbrance  of any kind other than tax  liens,  mechanics'  liens and any liens
that attach by operation of law.

            LIQUIDATED  MORTGAGE  LOAN:  Any  defaulted  Mortgage  Loan  or  REO
Property as to which the  Servicer  has  determined  that all  amounts  which it
reasonably  and in good faith expects to recover have been  recovered from or on
account of such Mortgage Loan.

            LIQUIDATION PROCEEDS:  Cash, including Insurance Proceeds,  proceeds
of any REO  Disposition,  amounts  required to be deposited in the Principal and
Interest Account pursuant to SECTION 5.10 hereof, and any other amounts received
in connection with the liquidation of defaulted Mortgage Loans,  whether through
trustee's sale, foreclosure sale or otherwise.

            LOCKOUT  PERCENTAGE:  For any Distribution Date, the percentage that
corresponds to the range of Distribution  Dates in which such  Distribution Date
is included, as set forth in the following table:

DISTRIBUTION DATES                                LOCKOUT PERCENTAGE
- ------------------                                ------------------
September 1999 - August 2002                              0%
September 2002 - August 2004                             45%
September 2004 - August 2005                             80%
September 2005 - August 2006                            100%
September 2006 and thereafter                           300%

            LOCKOUT PRO RATA REMITTANCE  AMOUNT:  For any Distribution  Date, an
amount,  determined  immediately  prior  to  giving  effect  to any  payment  of
principal  of the Fixed Rate  Group 1  Certificates  on such date,  equal to the
product of (x) a fraction,  the numerator of which is the  principal  balance of
the Class A-6F  Certificates as of such Distribution Date and the denominator of
which is the Fixed Rate Group 1 Principal Balance as of such Distribution  Date,
and  (y)  the  Fixed  Rate  Group  1  Principal  Distribution  Amount  for  such
Distribution Date.

            LOCKOUT  REMITTANCE  AMOUNT:  For any Distribution  Date, an amount,
determined immediately prior to giving effect to any payment of principal of the
Fixed Rate  Group 1  Certificates  on such date,  equal to the least of: (a) the
product of (i) the applicable  Lockout Percentage for such Distribution Date and
(ii) the Lockout Pro Rata Remittance Amount for such Distribution  Date, (b) the
Fixed Rate Group 1 Principal  Distribution Amount for such Distribution Date and
(c) the Class A-6F Certificate Principal Balance as of such Distribution Date.

            MAJORITY  IN  AGGREGATE  VOTING  INTEREST:   Class  A  and  Class  X
Certificateholders representing Class A and Class X Certificates voting together
as a single class  evidencing an aggregate  Voting Interest of at least 51% when
expressed as a percentage rounded to four decimal places.

            MONTHLY EXCESS SPREAD AMOUNT:  With respect to any Distribution Date
and each  Certificate  Group,  the amount  equal to the  product of 100% and the
amount of the related  Excess  Spread as of such  Distribution  Date;  provided,
HOWEVER,  that the percentage set forth above may be reduced at any time, solely
at the discretion of the Certificate Insurer, at which time written notice shall
be sent to the Representative, the Trustee, S&P and Moody's.

            MONTHLY  PAYMENT:  The  scheduled  monthly  payment  of  principal
and/or  interest  required to be made by a Mortgagor  on the related  Mortgage
Loan, as set forth in the related Mortgage Note.

            MONTHLY  PREMIUM:  The monthly  premium  payable to the  Certificate
Insurer  pursuant to the Certificate  Insurance  Policy and the letter agreement
dated as of the Closing Date, among the Certificate Insurer and the Depositors.

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

            MORTGAGE: The mortgage, deed of trust or other instrument creating a
first or second lien on the Mortgaged Property.

            MORTGAGE FILE:  As described in Exhibit A.

            MORTGAGE IMPAIRMENT INSURANCE POLICY:  As defined in Section 5.08.

            MORTGAGE  INTEREST  RATE:  With respect to a Mortgage  Loan in Fixed
Rate Group 1 or Fixed Rate Group 2, the fixed per annum rate of  interest  borne
by a Mortgage Note, as shown on the applicable Mortgage Loan Schedule,  and with
respect  to a  Mortgage  Loan in the  Adjustable  Rate  Group  and  any  date of
determination,  the per  annum  rate of  interest  for the  related  Due  Period
computed in accordance  with the related  Mortgage Note,  subject to any minimum
rate, maximum rate and periodic cap on such rate applicable from time to time to
the calculation of interest thereon as set forth in the related Mortgage Note.

            MORTGAGE  LOAN:  An  individual  mortgage loan which is assigned and
transferred to the Trustee pursuant to this Agreement,  together with the rights
and obligations of a holder thereof and payments thereon and proceeds therefrom,
the Mortgage Loans originally  subject to this Agreement being identified on the
Mortgage Loan  Schedules  annexed  hereto as EXHIBIT D. Any mortgage loan which,
although intended by the parties hereto to have been, and which purportedly was,
transferred and assigned to the Trustee by the applicable Depositor, in fact was
not  transferred  and  assigned  to  the  Trustee  for  any  reason  whatsoever,
including,  without limitation,  the incorrectness of the statement set forth in
SECTION 3.02(G) hereof with respect to such mortgage loan, shall nevertheless be
considered a "Mortgage Loan" for all purposes of this Agreement.  As applicable,
Mortgage Loan shall be deemed to refer to the related REO Property.

            MORTGAGE  LOAN GROUP:  Either Fixed Rate Group 1, Fixed Rate Group 2
or the Adjustable Rate Group.

            MORTGAGE LOAN LOSSES: With respect to any Distribution Date, the sum
of the  following  amounts  for each  Mortgage  Loan  that  became a  Liquidated
Mortgage  Loan during the related Due Period:  the amount,  if any, by which (i)
the  sum  of (A)  the  Principal  Balance  of  such  Mortgage  Loan  (determined
immediately before such Mortgage Loan became a Liquidated Mortgage Loan) and (B)
accrued and unpaid interest thereon at the Mortgage Interest Rate to the date on
which such Mortgage Loan became a Liquidated  Mortgage Loan exceeds (ii) the Net
Liquidation  Proceeds  received  during such Due Period in  connection  with the
liquidation of such Mortgage Loan which have not theretofore been used to reduce
the Principal Balance of such Mortgage Loan. For purposes of this definition,  a
Mortgage  Loan as to which the related  Mortgaged  Property is held by the Trust
Fund  shall be  deemed  to have  continued  to accrue  interest  at the  related
Mortgage Interest Rate.

            MORTGAGE LOAN SCHEDULE: The schedule of Mortgage Loans in Fixed Rate
Group 1, the  schedule of Mortgage  Loans in Fixed Rate Group 2 and the schedule
of Mortgage Loans in the Adjustable Rate Group,  each attached hereto as EXHIBIT
D as each may be amended to reflect  Qualified  Substitute  Mortgage Loans, such
schedule  identifying each applicable  Mortgage Loan by address of the Mortgaged
Property  and the  name of the  Mortgagor  and  setting  forth  as to each  such
Mortgage Loan the  following  information:  (i) the Principal  Balance as of the
Cut-off Date, (ii) the account number, (iii) the original principal amount, (iv)
the CLTV as of the date of the origination of the related Mortgage Loan, (v) the
Due Date,  (vi) the  Mortgage  Interest  Rate,  (vii) the first  date on which a
Monthly Payment is due under the Mortgage Note, (viii) the Monthly Payment, (ix)
the original stated maturity date of the Mortgage Note, (x) the remaining number
of months to  maturity as of the Cut-off  Date and (xi) the  Mortgaged  Property
State.

            MORTGAGE NOTE: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.

            MORTGAGE  POOL:  The Mortgage  Loans  indicated on the Mortgage Loan
Schedule.

            MORTGAGED  PROPERTY:  The  underlying  property  securing a Mortgage
Loan,  consisting of a fee simple estate or, with respect to certain  properties
located in Maryland,  a leasehold estate, in a single parcel of land improved by
a Residential Dwelling.

            MORTGAGED  PROPERTY  STATE:  The  state  in  which  the  Mortgaged
Property  related to a Mortgage Loan is located,  as set forth on the Mortgage
Loan Schedule.

            MORTGAGOR:  The obligor on a Mortgage Note.

            NET ADJUSTABLE RATE GROUP WEIGHTED AVERAGE  MORTGAGE  INTEREST Rate:
With  respect  to any  Accrual  Period,  a rate  equal to the  Adjustable  Group
Weighted Average  Mortgage  Interest Rate as of the first day of the related Due
Period less the applicable Administrative Fee Rate.

            NET FIXED RATE GROUP 1 WEIGHTED AVERAGE MORTGAGE INTEREST RATE: With
respect to any Accrual  Period,  a rate equal to the Fixed Rate Group 1 Weighted
Average  Mortgage  Interest  Rate as of the first day of the  related Due Period
less the applicable Administrative Fee Rate.

            NET FIXED RATE GROUP 2 WEIGHTED AVERAGE MORTGAGE INTEREST RATE: With
respect to any Accrual  Period,  a rate equal to the Fixed Rate Group 2 Weighted
Average  Mortgage  Interest  Rate as of the first day of the  related Due Period
less the applicable Administrative Fee Rate.

            NET   LIQUIDATION   PROCEEDS:   Liquidation   Proceeds  net  of  any
reimbursements to the Servicer made therefrom pursuant to SECTION 5.04(II).

            NONDISQUALIFICATION  OPINION:  An  Independent  Opinion  of  Counsel
addressed to the Trustee that a contemplated action will neither cause any Trust
REMIC to fail to  qualify  as a REMIC at any time the Class A  Certificates  are
outstanding nor cause an unindemnified "prohibited transaction" or a "prohibited
contribution" tax to be imposed on any Trust REMIC.

            NONRECOVERABLE  ADVANCES: With respect to any Mortgage Loan, (i) any
Servicing  Advance or Advance  previously  made and not  reimbursed  pursuant to
SECTION 5.04(II), or (ii) a Servicing Advance proposed to be made, in respect of
any Mortgage Loan or REO Property which, in the good faith business  judgment of
the  Servicer  would  not  be  ultimately  recoverable  from  late  collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
or otherwise.

            NON-UNITED  STATES  PERSON:  Any Person  other than a United  States
Person.

            OFFICER'S  CERTIFICATE:  A certificate  delivered hereunder or under
any other Basic  Document  signed by the  President  or a Vice  President  or an
Assistant Vice President of the Representative,  a Depositor, the Trustee or the
Servicer, as required hereunder or thereunder.

            OPINION OF COUNSEL: A written opinion of counsel delivered hereunder
or  under  any  Basic  Document,  reasonably  acceptable  to  the  Trustee,  and
experienced in matters relating to the subject of such opinion;  except that any
opinion of counsel  relating  to (a) the  qualification  of any Trust REMIC as a
REMIC or (b) compliance with the REMIC  Provisions must be an opinion of counsel
who (i) is in fact Independent of the Representative and the Servicer, (ii) does
not have any  direct  financial  interest  or any  material  indirect  financial
interest in the  Representative  or the Servicer or in an affiliate  thereof and
(iii) is not  connected  with the  Representative  or  Servicer  as an  officer,
employee, director or person performing similar functions.

            OPTIONAL PURCHASE DATE:  As defined in Section 11.01.

            ORIGINAL CLASS A-1A PRINCIPAL BALANCE: $37,812,197.

            ORIGINAL CLASS A-1F PRINCIPAL BALANCE: $350,000,000.

            ORIGINAL CLASS A-2F PRINCIPAL BALANCE: $137,000,000.

            ORIGINAL CLASS A-3F PRINCIPAL BALANCE: $160,000,000.

            ORIGINAL CLASS A-4F PRINCIPAL BALANCE: $80,000,000.

            ORIGINAL CLASS A-5F PRINCIPAL BALANCE: $27,796,013.

            ORIGINAL CLASS A-6F PRINCIPAL BALANCE: $133,000,000.

            ORIGINAL CLASS A-7F PRINCIPAL BALANCE: $74,391,790.

            ORIGINAL POOL PRINCIPAL  BALANCE:  The Pool Principal  Balance as of
the Cut-off Date, which amount is equal to $1,000,000,143.63.

            ORIGINATOR:  Any of the entities listed on EXHIBIT K hereto, each of
which is an  "Originator"  pursuant to the Transfer  Agreement  and,  other than
EquiCredit,  is (i) a direct wholly-owned subsidiary of the Representative,  and
(ii) a Subservicer as of the date hereof with respect to the Mortgage Loans sold
by it to either Depositor pursuant to the Transfer Agreement.

            OVERCOLLATERALIZATION   DEFICIENCY  AMOUNT:   With  respect  to  any
Distribution Date and each Certificate Group equals the amount, if any, by which
the   related   Overcollateralization   Target   Amount   exceeds   the  related
Overcollateralized  Amount on such  Distribution  Date (after  giving  effect to
distributions in respect of the related  Principal  Distribution  Amount on such
Distribution Date).

            OVERCOLLATERALIZATION   RELEASE   AMOUNT:   With   respect  to  each
Certificate    Group   and   any   Distribution    Date   (A)   prior   to   the
Overcollateralization  Stepdown  Date,  zero,  and (B) on or after  the  related
Overcollateralization  Stepdown  Date the  lesser of (x) the  related  Principal
Remittance  Amount for such Distribution Date and (y) the excess, if any, of (i)
the related  Overcollateralized Amount for such Distribution Date (assuming that
100% of the  related  Principal  Remittance  Amount is  applied  as a  principal
payment on the related  Certificate Group on such  Distribution  Date) over (ii)
the related Overcollateralization Target Amount for such Distribution Date.

            OVERCOLLATERALIZATION   STEPDOWN   DATE:   With   respect   to  each
Certificate Group means the later to occur of (x) the Distribution Date in March
2002 and (y) the first Distribution Date on which the Overcollateralized  Amount
equals or  exceeds  the  related  Overcollateralization  Target  Amount for each
Certificate Group.

            OVERCOLLATERALIZATION   TARGET   AMOUNT:   With   respect   to  each
Certificate Group and any Distribution Date:

            (x) on or prior to the Overcollateralization Stepdown Date, the Base
Overcollateralization Target Amount;

            (y)   after the  Overcollaterization  Stepdown Date, the greatest of
(a) the  lesser of (A) the Base  Overcollateralization  Target  Amount  for such
Certificate  Group and (B) the  product of (x) 6.00%  with  respect to the Fixed
Rate Group 1,  10.00%  with  respect to the Fixed Rate Group 2, and 20.50%  with
respect to the Adjustable Rate Group and (y) the related Pool Principal  Balance
as of such date;  (b) the sum of the  Principal  Balances  of the three  largest
Mortgage  Loans in the related  Mortgage Loan Group as of such date; and (c) two
times the  excess of (i)  one-half  of the  Rolling  Six  Month  Average  90 Day
Delinquency for the related Mortgage Loan Group over (ii) the related  Projected
Excess Spread for such Certificate Group as of such date.

            Notwithstanding  the  foregoing,  the  Overcollateralization  Target
Amount for any  Distribution  Date may be reduced  by the  Certificate  Insurer;
provided that such  reductions  shall not affect the rating  assigned by S&P and
Moody's to the Class A Certificates.

            OVERCOLLATERALIZED AMOUNT: With respect to any Distribution Date and
each  Certificate  Group is the amount,  if any, by which (i) the Pool Principal
Balance of the related  Mortgage  Loan Group on the last day of the  immediately
preceding Due Period exceeds (ii) the Principal  Balance of the  Certificates in
the related  Certificate Group, as of such Distribution Date after giving effect
to distributions to be made on such Distribution Date.

            OWNER-OCCUPIED  MORTGAGED PROPERTY:  A Residential Dwelling that the
related Mortgagor represented an intent to occupy as such Mortgagor's primary or
secondary residence at the origination of the Mortgage Loan.

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

            PASS-THROUGH  RATE:  Either a Fixed Rate Group 1 Pass-Through  Rate,
the Class A-7 Pass-Through Rate or the Class A-1A Pass-Through Rate.

            PERCENTAGE INTEREST: With respect to a Class A-1F, Class A-2F, Class
A-3F, Class A-4F, Class A-5F, Class A-6F, Class A-7F or Class A-1A  Certificate,
the portion of the Certificates  evidenced by such Class A-1F, Class A-2F, Class
A-3F, Class A-4F, Class A-5F, Class A-6F, Class A-7F or Class A-1A  Certificate,
respectively, expressed as a percentage rounded to four decimal places, equal to
a fraction the numerator of which is the denomination  represented by such Class
A-1F,  Class A-2F, Class A-3F, Class A-4F, Class A-5F, Class A-6F, Class A-7F or
Class  A-1A  Certificate,  respectively,  and the  denominator  of  which is the
Original Class A-1F Principal  Balance,  Original Class A-2F Principal  Balance,
Original Class A-3F Principal  Balance,  Original Class A-4F Principal  Balance,
Original Class A-5F Principal  Balance,  Original Class A-6F Principal  Balance,
Original Class A-7F Principal Balance or Original Class A-1A Principal  Balance,
respectively.  With  respect to a Class X  Certificate,  Class R-I  Certificate,
Class R-II Certificate,  Class R-III Certificate or Class R-IV Certificate,  the
portion  of  the  Class  evidenced  thereby  as  stated  on  the  face  of  such
Certificate.

            PERFORMANCE DEFAULT: The Servicing Default described in CLAUSE (VII)
of SECTION 10.01(A).

            PERMITTED INSTRUMENTS:  As used herein,  Permitted Instruments shall
include the following:

               (i)(A) direct general  obligations  of, or obligations  fully and
      unconditionally  guaranteed  as to the  timely  payment of  principal  and
      interest by, the United States or any agency or  instrumentality  thereof,
      provided such  obligations  are backed by the full faith and credit of the
      United States, and (B) Federal Housing  Administration  debentures,  FHLMC
      senior debt obligations, and FNMA senior debt obligations assigned ratings
      in at highest  long-term  rating by S&P and Moody's,  but excluding any of
      such  securities  described  in  clauses  (A) and (B)  whose  terms do not
      provide for  payment of a fixed  dollar  amount upon  maturity or call for
      redemption;

               (ii)  federal  funds,  certificates  of deposit,  time and demand
      deposits and banker's  acceptances (in each case having  maturities of not
      more than 365 days) of any bank or trust  company  incorporated  under the
      laws of the  United  States or any state  thereof,  provided  that (A) the
      short-term  debt  obligations of such bank or trust company at the date of
      acquisition  thereof  have been rated  "A-1+" or better by S&P (or,  if so
      consented to by the Certificate  Insurer,  "A-1" or better by S&P) and (B)
      the  short-term  and  long-term  debt  obligations  of such  bank or trust
      company at the date of  acquisition  thereof  have been rated  Prime-1 and
      "A1" or better, respectively, by Moody's;

               (iii) deposits of any bank or savings and loan association  which
      has  combined   capital,   surplus  and  undivided  profits  of  at  least
      $3,000,000,  which  deposits  are not in excess of the  applicable  limits
      insured by the Bank  Insurance Fund or the Savings  Association  Insurance
      Fund of the FDIC,  provided  that the  long-term  deposits of such bank or
      savings and loan association are rated at least "BBB" by S&P and "Baa3" by
      Moody's;

               (iv)  commercial  paper (having  original  maturities of not more
      than 180 days) rated "A-1+" or better by S&P and Prime-1 by Moody's;

               (v) investments  in  money  market funds rated "AAAm" or "AAAm-G"
      by S&P and "Aaa" by Moody's;

               (vi)  investments in Permitted  Instruments on an overnight basis
      in investment accounts maintained at the Trustee; PROVIDED,  HOWEVER, that
      any such account shall be an Eligible Account; and

               (vii) any other  obligation or security  acceptable to the Rating
      Agencies and the  Certificate  Insurer (as certified by a letter from each
      Rating Agency and the Certificate Insurer to the Trustee);  PROVIDED, that
      no  instrument  described  hereunder  shall  evidence  either the right to
      receive (a) only interest with respect to the obligations  underlying such
      instrument  or (b) both  principal  and  interest  payments  derived  from
      obligations  underlying  such  instrument  and the interest and  principal
      payments with respect to such  instrument  provided a yield to maturity at
      par greater  than 120% of the yield to  maturity at par of the  underlying
      obligations; and PROVIDED, FURTHER, that no instrument described hereunder
      may be purchased at a price  greater  than par if such  instrument  may be
      prepaid or called at a price less than its purchase  price prior to stated
      maturity;  and PROVIDED,  FURTHER that no instrument  shall be a Permitted
      Instrument unless such instrument is a "permitted  investment"  within the
      meaning of Section 860G(a)(5) of the Code.

            PERMITTED   TRANSFEREE:   Any  Person  other  than  a   Disqualified
Organization or a Disqualified  Non-United States Person, or an agent or nominee
acting on behalf of a Disqualified  Organization  or a  Disqualified  Non-United
States Person.

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

            PLAN: A Plan filed by a Mortgagor  pursuant to the  Bankruptcy  Code
(11 U.S.C.,  Section  1321) and either  confirmed or pending  confirmation  by a
court of  competent  jurisdiction  pursuant to the  Bankruptcy  Code (11 U.S.C.,
Section  1325),  providing  for,  among other  things,  the payment of defaulted
Mortgage  Loan  payments  all of which were due prior to, but in no event after,
the effectiveness of the Plan.

            POOL FACTOR:  As of any date of  determination,  the Pool  Principal
Balance as of such date divided by the Original Pool Principal Balance.

            POOL  PRINCIPAL  BALANCE:  With respect to any or all Mortgage  Loan
Groups,  the aggregate  Principal  Balances of the related Mortgage Loans, as of
any date of determination.

            PREFERENCE AMOUNT: Any payment of principal or interest on a Class A
Certificate  which is made to a holder of a Class A Certificate  by or on behalf
of the Trustee  which has been deemed a  preferential  transfer and  theretofore
recovered  from such holder  pursuant to the United  States  Bankruptcy  Code in
accordance  with  a  final,   nonappealable   order  of  a  court  of  competent
jurisdiction.

            PRE-PLAN  INTEREST:  With respect to a Bankruptcy Loan,  accrued but
unpaid interest relating to the period prior to the filing of the related Plan.

            PRE-PLAN  INTEREST  PAYMENTS:  With  respect to a  Bankruptcy  Loan,
payments made by a Mortgagor on account of Pre-Plan Interest.

            PRINCIPAL AND INTEREST  ACCOUNT:  The principal and interest account
established  and  maintained  by the  Servicer  pursuant to SECTION 5.03 hereof.
References  herein to any  amounts  on  deposit in the  Principal  and  Interest
Account shall refer only to amounts pertaining to this Agreement.

            PRINCIPAL BALANCE:  With respect to any Mortgage Loan or related REO
Property,  at any date of  determination,  the principal balance of the Mortgage
Loan  outstanding as of such date. The Principal  Balance of any REO Property as
of the date on which  such REO  Property  became  an REO  Property  shall be the
Principal Balance of the related Mortgage Loan as of the date referred to in the
preceding sentence,  and the Principal Balance of a Mortgage Loan at the time it
becomes a Liquidated Mortgage Loan shall be zero.

            PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Certificate Group
and any  Distribution  Date,  the sum of (i) the  Basic  Principal  Distribution
Amount and (ii) the Extra  Principal  Distribution  Amount for such  Certificate
Group and Distribution Date.

            PRINCIPAL PREPAYMENT:  Any payment or other recovery of principal on
a Mortgage Loan equal to the outstanding principal balance thereof,  received in
advance of the final  scheduled Due Date, that is intended to satisfy a Mortgage
Loan in full.

            PRINCIPAL  REMITTANCE  AMOUNT:  With respect to each  Mortgage  Loan
Group and each  Distribution  Date,  the sum  (without  duplication)  of (i) the
principal  portion of all  Monthly  Payments  received  by the  Servicer  or any
Subservicer in the related Due Period,  (ii) all  Curtailments and all Principal
Prepayments  received by the Servicer or any Subservicer during such related Due
Period,  (iii)  the  principal  portion  of  all  Insurance  Proceeds,  Released
Mortgaged  Property  Proceeds  and  Net  Liquidation  Proceeds  received  by the
Servicer or any Subservicer during the related Due Period, (iv) (A) that portion
of the  purchase  price  (as set  forth in  SECTION  2.06(B))  of any  purchased
Mortgage Loans which represents  principal and (B) the principal  portion of any
Substitution Adjustments deposited into the Principal and Interest Account as of
the related  Determination  Date and (v) the Principal  Balance of each Mortgage
Loan as of the  beginning  of the related Due Period  which  became a Liquidated
Mortgage Loan during the related Due Period (exclusive of any principal payments
in respect thereof included in CLAUSES (I) THROUGH (IV) above).

            PROCEEDING:  Any suit in equity,  action at law or other judicial or
administrative proceeding.

            PROJECTED EXCESS SPREAD:  With respect to any Distribution  Date and
each  Certificate  Group, six (6) times the amount of the related Monthly Excess
Spread Amount.

            PROSPECTUS:  The prospectus and the prospectus supplement each dated
August 18, 1999, prepared by the Representative and the Depositors in connection
with the initial issuance and sale of the Class A Certificates.

            QUALIFIED  SUBSTITUTE  MORTGAGE  LOAN:  A mortgage  loan or mortgage
loans  substituted for a Deleted  Mortgage Loan pursuant to SECTION 2.06 OR 3.03
hereof, which (i) has or have a mortgage interest rate or rates of not less than
(and not more than two percentage  points more than) the Mortgage  Interest Rate
for the Deleted  Mortgage  Loan  (which,  in the case of a Mortgage  Loan in the
Adjustable Rate Group,  shall mean a Mortgage Loan having the same interest rate
index,  and a margin over such index and a maximum  interest rate at least equal
to (and in each  case not more  than two  percentage  points  more  than)  those
applicable to the related Deleted Mortgage Loan),  (ii) relates or relate to the
same type of Residential  Dwelling as the Deleted Mortgage Loan, or relates to a
one- to  four-family  dwelling,  and has or have a lien priority that is no more
junior or subordinate  than that of the Deleted  Mortgage Loan, (iii) matures or
mature  no later  than  (and not more than one year  earlier  than) the  Deleted
Mortgage  Loan,  (iv) has or have a  Combined  Loan-to-Value  Ratio or  Combined
Loan-to-Value  Ratios  at the  time of such  substitution  no  higher  than  the
Combined  Loan-to-Value  Ratio of the Deleted  Mortgage  Loan, (v) has or have a
principal  balance or  principal  balances  (after  application  of all payments
received  on or  prior to the date of  substitution)  equal to or less  than the
Principal Balance of the Deleted Mortgage Loan as of such date, (vi) is of equal
or better underwriting program class quality (as described in the Prospectus) as
the  Deleted  Mortgage  Loan,  (vii)  complies  or  comply  as of  the  date  of
substitution with each representation and warranty set forth in SECTIONS 3.01(B)
AND 3.02, (viii) is of the same type, either a balloon loan or  fully-amortizing
Mortgage  Loan,  as the  Deleted  Mortgage  Loan and  (ix)  would be in the same
Mortgage Loan Group (Fixed Rate Group 1, Fixed Rate Group 2 or  Adjustable  Rate
Group) as the related Deleted Mortgage Loan.

            RATING AGENCIES:  Collectively, Moody's and S&P.

            REASSIGNMENT OF ASSIGNMENT OF BENEFICIAL  INTEREST:  With respect to
each  Mortgage  Loan  secured by an  interest  in an  Illinois  Land  Trust,  an
assignment of the Assignment of Beneficial  Interest,  sufficient under the laws
of the jurisdiction  wherein the related Mortgaged Property is located to effect
the transfer of the entire  beneficial  interest in such  Illinois Land Trust to
the Depositors and the sale of such  beneficial  interest to the Trustee for the
benefit of the Certificateholders.

            RECORD DATE: The last day of the calendar month  preceding the month
in which each Distribution Date occurs.

            RECORDATION  TRIGGER:  The date on which  (i) the  long-term  senior
unsecured  debt of Bank of America  Corporation  or its successor in interest is
reduced below "A-" by S&P or below "A3" by Moody's or is withdrawn.

            REFERENCE BANKS: Barclay's Bank PLC, Chase Manhattan Bank, Citibank,
N.A. and National  Westminster  Bank PLC;  PROVIDED that if any of the foregoing
banks are not  suitable to serve as a  Reference  Bank,  then any leading  banks
selected by the Trustee which are engaged in transactions in Eurodollar deposits
in the  international  Eurocurrency  market  (i)  with an  established  place of
business in London,  (ii) not controlling,  under the control of or under common
control with any  Depositor or any  affiliate  thereof,  (iii) whose  quotations
appear on the Telerate LIBOR Page on the relevant  Interest  Determination  Date
and (iv) which have been designated as such by the Trustee.

            REGISTERED  HOLDER:  The  Person  in  whose  name a  Certificate  is
registered on the Certificate Register.

            REGULAR  INTERESTS:  The  Class  A  Certificates  and  the  Class  X
Certificates.

            REIMBURSABLE  AMOUNTS:  As of any date of  determination,  an amount
payable to the Servicer,  the  Representative  or the Depositors with respect to
(i) the  Servicing  Advances  and  Advances  reimbursable  pursuant  to  SECTION
5.04(II) not previously  reimbursed,  (ii) any advances reimbursable pursuant to
SECTION 9.01 and not  previously  reimbursed  pursuant to SECTION  6.05(D),  and
(iii) any other amounts expressly reimbursable to the Servicer or the Depositors
pursuant to this Agreement.

            RELEASED  MORTGAGED  PROPERTY  PROCEEDS:  As to any  Mortgage  Loan,
proceeds  received by the Servicer in connection  with (a) a taking of an entire
Mortgaged Property by exercise of the power of eminent domain or condemnation or
(b) any release of part of the  Mortgaged  Property from the lien of the related
Mortgage,  whether by partial  condemnation,  sale or  otherwise,  which are not
released to the Mortgagor in accordance with applicable law,  customary mortgage
servicing procedures and this Agreement.

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

            REMIC I:  As defined in Section 2.07(a)(1).

            REMIC I DISTRIBUTION  ACCOUNT: The account established in accordance
with Section 6.01(a) hereof and maintained by the Trustee.

            REMIC I REGULAR  INTERESTS:  The Class LT1,  Class  LT2,  Class LT3,
Class LT4, Class LT5, Class LT6, Class LT7, Class LT8 and Class LT9 Interests.

            REMIC II:  As defined in Section 2.07(a)(1).

            REMIC II GROUP 1 INTEREST  RATE:  With  respect to any  Distribution
Date,  a rate  obtained by dividing  (A) the product of (i) 2 times (ii) the Net
Fixed Rate Group 1  Weighted  Average  Mortgage  Interest  Rate times  (iii) the
principal  balance of the Class LT2 Interest by (B) the sum of (x) the principal
balance of the Class LT2 Interest and (y) the principal balance of the Class LT3
Interest,  such  principal  balances being  determined  before any reductions of
principal balance made on such Distribution Date.

            REMIC II GROUP 2 INTEREST  RATE:  With  respect to any  Distribution
Date,  a rate  obtained by dividing  (A) the product of (i) 2 times (ii) the Net
Fixed Rate Group 2  Weighted  Average  Mortgage  Interest  Rate times  (iii) the
principal  balance of the Class LT5 Interest by (B) the sum of (x) the principal
balance of the Class LT5 Interest and (y) the principal balance of the Class LT6
Interest,  such  principal  balances being  determined  before any reductions of
principal balance made on such Distribution Date.

            REMIC II GROUP 3 INTEREST  RATE:  With  respect to any  Distribution
Date,  a rate  obtained by dividing  (A) the product of (i) 2 times (ii) the Net
Adjustable  Rate  Weighted  Average  Mortgage  Interest  Rate  times  (iii)  the
principal  balance of the Class LT8 Interest by (B) the sum of (x) the principal
balance of the Class LT8 Interest and (y) the principal balance of the Class LT9
Interest,  such  principal  balances being  determined  before any reductions of
principal balance made on such Distribution Date.

            REMIC II REGULAR  INTERESTS:  The Class MT1,  Class MT2,  Class MT3,
Class MT4,  Class MT5,  Class MT6,  Class MT7, Class MT8, Class MT9, Class MTN1,
Class MTN2,  Class MTN3,  Class MTN4,  Class MTN5, Class MTN6, Class MTN7, Class
MTN8 and Class MTN9 Interests.

            REMIC III:  As defined in Section 2.07(a)(1).

            REMIC III REGULAR INTERESTS: The Class NTA1, Class NTA2, Class NTA3,
Class NTA4, Class NTA5, Class NTA6, Class NTA7, Class NTA-1A,  Class NTN1, Class
NTN2 and Class NTN3 Interests.

            REMIC IV:  As defined in Section 2.07(a)(1).

            REMIC IV DISTRIBUTION ACCOUNT: The account established in accordance
with Section 6.01(a) hereof and maintained by the Trustee.

            REMIC IV REGULAR  INTERESTS:  The Class X Interest  and the  regular
interests in REMIC IV, beneficial ownership of which is evidenced by the Class A
Certificates.

            REMIC PROVISIONS:  Provisions of the federal income tax law relating
to real estate  mortgage  investment  conduits,  which  appear at Sections  860A
through  860G of the Code,  and  related  provisions,  and  temporary  and final
Treasury regulations promulgated  thereunder,  as the foregoing may be in effect
from time to time (or proposed, if proposed to be retroactive).

            REMITTANCE REPORT:  As defined in Section 6.07.

            REO  DISPOSITION:  The final  sale by the  Servicer  of a  Mortgaged
Property  acquired  by the  Servicer  in  foreclosure  or by  deed  in  lieu  of
foreclosure.  The  proceeds  of  any  REO  Disposition  constitute  part  of the
definition of Liquidation Proceeds.

            REO PROPERTY:  As described in Section 5.10.

            REPRESENTATIVE:  EquiCredit Corporation of America, or its successor
in interest.

            REPRESENTATIVE'S  YIELD:  For  each  Mortgage  Loan,  the sum of (i)
prepayment  penalties and premiums  collected on the Mortgage Loans and (ii) the
Servicing  Compensation  exclusive of the  Servicing  Fee. The  Representative's
Yield is  retained  by the  Representative  and is not part of the assets of the
Trust Fund.

            RESIDENTIAL  DWELLING:   Any  of  the  following:   (i)  a  one-  to
four-family dwelling, (ii) a unit in a planned unit development, (iii) a unit in
a  condominium  development,  or (iv) a  permanently  affixed  mobile  home or a
permanently  affixed  manufactured  housing unit, as defined in the FNMA Selling
Guide,  which does not  constitute  other  than real  property  under  state law
provided that such home or housing  would  qualify as a single family  residence
under Section 25(c)(10) of the Code.

            RESIDUAL CERTIFICATE:  Any of the Class R-I, Class R-II, Class R-III
and Class R-IV Certificates.

            RESPONSIBLE  OFFICER:  When used with  respect to the  Trustee,  any
officer assigned to the Corporate Trust Division (or any successor thereto) with
direct  responsibility for the  administration of this Agreement,  including any
Vice President,  Assistant Vice President,  Senior Trust Officer, Trust Officer,
Assistant Trust Officer, any Assistant Secretary, any trust officer or any other
officer  of such  Trustee  customarily  performing  functions  similar  to those
performed by any of the above designated officers and to whom, with respect to a
particular matter,  such matter is referred because of such officer's  knowledge
of and familiarity  with the particular  subject.  When used with respect to the
Representative, a Depositor, an Originator or the Servicer, the President or any
Vice  President,  Assistant  Vice  President,  or  any  Secretary  or  Assistant
Secretary  authorized  to  perform  the  actions  required,  including,  without
limitation,  each Person  whose name appears on a list of  Responsible  Officers
furnished to the Trustee and the  Certificate  Insurer on the Closing  Date,  as
such list may be amended from time to time.

            ROLLING THREE MONTH AVERAGE 90 DAY DELINQUENCY RATE: With respect to
any  Distribution  Date, a fraction  expressed as a percentage  with a numerator
equal to the average of the aggregate  Principal  Balances of all Mortgage Loans
which  are 90 or more  days  delinquent  (including  REO  Properties)  for  such
Distribution  Date and the two immediately  preceding  Distribution  Dates and a
denominator  equal to the  average of the  aggregate  Principal  Balances of all
Mortgage  Loans for such  Distribution  Date and the two  immediately  preceding
Distribution Dates.

            ROLLING SIX MONTH  AVERAGE 90 DAY  DELINQUENCY:  With respect to any
Certificate Group and any Distribution Date beginning on the sixth  Distribution
Date, the average of the aggregate  Principal  Balances of all Mortgage Loans in
the related Mortgage Loan Group which are 90 or more days delinquent  (including
REO Properties) for such  Distribution  Date and the five immediately  preceding
Distribution Dates.

            S&P:  Standard & Poor's, or any successor thereto.

            SERIES:  1999-3.

            SERVICER:   EquiCredit  Corporation  of  America  or  any  successor
appointed as herein provided.

            SERVICER  CUMULATIVE  LOSS  TRIGGER:  With  respect  to the  periods
indicated  below,  the  Distribution  Date when the Cumulative  Loss  Percentage
exceeds the limit indicated below for such period.


                         DISTRIBUTION DATES      CUMULATIVE LOSS PERCENTAGE
                         ------------------      --------------------------

                                1-12                       1.50%
                               13-24                       2.25%
                               25-36                       2.75%
                               37-48                       3.25%
                               49-60                       3.75%
                                61+                        4.25%

            SERVICER DEFAULT:  As specified in Section 10.01(a).

            SERVICER  DELINQUENCY RATE TRIGGER:  Any Distribution  Date when the
Rolling Three Month Average 90 Day Delinquency Rate exceeds 15%.

            SERVICER EMPLOYEES:  As defined in Section 5.09.

            SERVICING  ADVANCES:  All reasonable  and customary  "out-of-pocket"
costs and expenses  incurred in the performance by the Servicer of its servicing
obligations   which  are   "unanticipated,"   within  the  meaning  of  Treasury
Regulations Section 1.860G-1(b)(3)(iii), including, but not limited to, the cost
of (i) the preservation,  restoration and protection of the Mortgaged  Property,
including,  without  limitation,  advances in respect of real  estate  taxes and
assessments and insurance  premiums on fire, hazard and flood insurance policies
and leasehold payments, (ii) any enforcement or judicial proceedings,  including
foreclosures,  (iii) the  management and  liquidation of the REO Property,  (iv)
compliance  with the  obligations  under  SECTIONS  5.02,  5.05 AND 5.07,  which
Servicing  Advances are  reimbursable  to the Servicer to the extent provided in
SECTION 5.04(II), and (v) in connection with the liquidation of a Mortgage Loan,
expenditures  relating to the purchase or maintenance of the First Lien pursuant
to SECTION 5.13, for all of which costs and expenses the Servicer is entitled to
reimbursement in accordance with this Agreement. Notwithstanding anything herein
to the contrary,  no Servicing Advance shall be required to be made hereunder if
such Servicing Advance would, if made, constitute a Nonrecoverable  Advance. The
determination by the Servicer that it has made a Nonrecoverable  Advance or that
any proposed  Servicing  Advance,  if made,  would  constitute a  Nonrecoverable
Advance,  shall  be  evidenced  by an  Officer's  Certificate  delivered  to the
Certificate  Insurer,  the Depositors and the Trustee no later than the Business
Day following such determination.

            SERVICING COMPENSATION: The Servicing Fee and other amounts to which
the Servicer is entitled pursuant to Section 7.03.

            SERVICING FEE: With respect to any Accrual Period,  the amount equal
to one  month's  interest  at the  Servicing  Fee Rate on the  aggregate  of the
Principal  Balances of the Mortgage  Loans  (calculated  on the basis of 30 days
over a 360 day year).  The  Servicing  Fee is payable  solely from the  interest
portion of (i) Monthly  Payments,  (ii)  Liquidation  Proceeds or (iii) Released
Mortgaged  Property Proceeds  collected by the Servicer or as otherwise provided
in Section  5.04.  The  Servicing  Fee with respect to each  Mortgage Loan shall
accrue on the same principal  balance on which interest accrues on such Mortgage
Loan.  The  Servicing  Fee  includes any  Servicing  Fees owed or payable to any
Subservicer.

            SERVICING  FEE  RATE:  With  respect  to any  Mortgage  Loan and any
Accrual Period, a rate equal to 0.60% per annum.

            SERVICING  OFFICER:  Any  officer of the  Servicer  involved  in, or
responsible  for, the  administration  and servicing of the Mortgage Loans whose
name and specimen  signature appear on a list of servicing officers furnished to
the Trustee by the Servicer on the Closing  Date,  as such list may from time to
time be amended.

            STARTUP DAY:  The day  designated  as such  pursuant to SECTION 2.07
hereof.

            SUBSERVICER:  Any Person with whom the  Servicer  has entered into a
Subservicing  Agreement and who satisfies any  requirements set forth in SECTION
5.01(B)  hereof in  respect of the  qualification  of a  Subservicer.  As of the
Closing Date, the only  Subservicers are the Originators  (other than EquiCredit
Corporation of America).

            SUBSERVICING  AGREEMENT:  Any agreement between the Servicer and any
Subservicer  relating to subservicing and/or  administration of certain Mortgage
Loans as provided in SECTION 5.01(B), a copy of which shall be delivered,  along
with any modifications thereto, to the Certificate Insurer and the Trustee.

            SUBSTITUTION  ADJUSTMENT:  As to any  date on  which a  substitution
occurs  pursuant  to  SECTION  2.06 OR 3.03,  the  amount  (if any) by which the
aggregate  Principal Balances of any Qualified  Substitute  Mortgage Loans as of
the date of substitution, together with accrued and unpaid interest thereon (but
only  to the  extent  deposited  in  the  Principal  and  Interest  Account  and
transferred  to the  Collection  Account),  are less than the  aggregate  of the
Principal  Balances  (after  application  of principal  payments  received on or
before the date of  substitution  and deposited  into the Principal and Interest
Account),  together  with  accrued  and unpaid  interest  thereon to the date of
substitution,  of the  related  Deleted  Mortgage  Loans  plus any  unreimbursed
Servicing Advances.

            TAX MATTERS  PERSON:  The Person or Persons  appointed  from time to
time to act as the  "tax  matters  person"  (within  the  meaning  of the  REMIC
Provisions) of each of REMIC I, REMIC II, REMIC III and REMIC IV.

            TERMINATION PRICE:  As defined in Section 11.01.

            TESTING DATE:  As defined in Section 3.02(fff).

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

            TRANSFER AFFIDAVIT AND AGREEMENT:  As defined in Section 4.02(j).

            TRANSFER AGREEMENT: The agreement, dated as of August 1, 1999, among
the  Originators   and  the  Depositors,   pursuant  to  which  the  Originators
transferred the Mortgage Loans to the Depositors.

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

            TRANSFEROR:  Any Person who is disposing  by Transfer any  Ownership
Interest in a Certificate.

            TRUST:  EQCC Home Equity Loan Trust 1999-3.

            TRUST  FUND:   The  segregated   pool  of  assets  subject   hereto,
constituting  the  trust  created  hereby  and  to  be  administered  hereunder,
consisting  of: (i) such Mortgage Loans as from time to time are subject to this
Agreement,  together with the Mortgage Files  relating  thereto and all proceeds
thereof, (ii) such assets as from time to time are identified as REO Property or
are deposited in the Collection Account,  REMIC I Distribution Account, REMIC II
Distribution  Account,  REMIC III  Distribution  Account,  REMIC IV Distribution
Account, Principal and Interest Account and Insurance Account, including amounts
on deposit in the  foregoing  accounts and  invested in  Permitted  Instruments,
(iii) the  Trustee's  rights under all  insurance  policies  with respect to the
Mortgage  Loans  required to be  maintained  pursuant to this  Agreement and any
Insurance  Proceeds,  (iv) the  Certificate  Insurance  Policy,  (v) Liquidation
Proceeds and (vi) Released  Mortgaged Property  Proceeds.  The  Representative's
Yield and amounts  received on and after the Cut-off Date in respect of interest
accrued on the Mortgage Loans prior to the Cut-off Date do not  constitute  part
of the Trust Fund.

            TRUST REMIC:  As defined in Section 2.07(a)(1).

            TRUSTEE:  U.S.  Bank  National  Association,  not in its  individual
capacity  but  solely as trustee  under  this  Agreement,  or its  successor  in
interest, or any successor trustee appointed pursuant to this Agreement.

            UCC:  The  Uniform  Commercial  Code as in  effect  in the  relevant
jurisdiction.

            UNITED  STATES  PERSON:  (i) A citizen  or  resident  of the  United
States, (ii) a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United  States,  any state  thereof or the  District of
Columbia,  including  an entity  treated as a  corporation  or  partnership  for
federal  income tax purposes,  (iii) an estate the income of which is includible
in gross income for United States federal income tax purposes, regardless of its
source or (iv) a trust if a court  within the United  States is able to exercise
primary supervision over the administration of such trust and one or more United
States Persons have the authority to control all  substantial  decisions of such
trust (or, to the extent provided in applicable  Treasury  regulations,  certain
trusts in  existence  on August  20,  1996 which are  eligible  to be treated as
United States persons).

            UNPAID CLASS X REMITTANCE  AMOUNT:  For any  Distribution  Date, the
aggregate of the Class X Remittance  Amounts for such  Distribution Date and all
prior  Distribution  Dates less amounts  previously  distributed  to the Class X
Certificateholders.

            VOTING  INTEREST:  The aggregate  Voting  Interests of each Class of
Class A Certificates  on any date will be equal to a percentage,  expressed as a
fraction,  the numerator of which is the principal balance of such Class and the
denominator  of  which is 95% of the sum of the  Fixed  Rate  Group 1  Principal
Balance,  the Class A-7F Principal Balance and the Class A-1A Principal Balance.
The aggregate  Voting  Interests of the Class X Certificates  will be equal to a
percentage,  expressed as a fraction, the numerator of which is 5% of the sum of
the Fixed Rate Principal  Balance and the Class A-1A  Principal  Balance and the
denominator of which is the sum of the Fixed Rate Group 1 Principal Balance, the
Class  A-7F  Principal  Balance  and the  Class  A-1A  Principal  Balance.  Each
Certificateholder of a Class will have a Voting Interest equal to the product of
the  Voting  Interest  to which  such  Class is  collectively  entitled  and the
Percentage Interest in such Class represented by such Holder's Certificates.

<PAGE>


                                  ARTICLE II

                        CONVEYANCE OF THE TRUST ASSETS

            Section 2.01      SALE AND  CONVEYANCE  OF  TRUST  ASSETS;  PRIORITY
AND SUBORDINATION OF OWNERSHIP INTERESTS.

            (a) The Depositors do hereby sell,  transfer,  assign,  set over and
convey  to the  Trustee  (for  the  benefit  of the  Certificateholders  and the
Certificate Insurer, as their interests may appear) without recourse, all of the
right,  title and interest of the  Depositors  in and to (i) the Mortgage  Loans
(excepting  the  Representative's  Yield and  amounts  received on and after the
Cut-off Date in respect of interest  accrued on the Mortgage  Loans prior to the
Cut-off Date), (ii) the Mortgage Files relating to the Mortgage Loans, (iii) the
related Mortgaged  Properties,  (iv) the Depositors'  rights under all insurance
policies with respect to the Mortgage Loans required to be maintained by it, (v)
all right,  title and interest of the  Depositors  in, to and under the Transfer
Agreement,  including  the  right to cause the  Originators  to  repurchase  the
Mortgage Loans under certain  circumstances,  (vi) all right, title and interest
of the Depositors in each of the Accounts established and maintained pursuant to
ARTICLES V AND VI and (vii) the  interest of the  Depositors  in any proceeds of
the  property  described  in  clauses  (i),  (ii),  (iii),  (iv),  (v) and (vi),
including  all  proceeds 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
Accounts.

            (b) The rights of the Holders and the Certificate Insurer to receive
payments with respect to the Mortgage Loans in respect of the Certificates,  and
all ownership interests of the Certificateholders in such payments,  shall be as
set forth in this Agreement.

            (c) It is the intention of this  Agreement  that the transfer of the
Depositors' right, title and interest in and to the assets of the Trust pursuant
to this  Agreement  shall  constitute an absolute sale by the  Depositors to the
Trustee of the Mortgage Loans for the benefit of the  Certificateholders and the
Certificate  Insurer and not a loan.  If a transfer  of  Mortgage  Loans from an
Originator to a Depositor pursuant to the Transfer Agreement is characterized as
a pledge and not an absolute sale,  then such Depositor  shall be deemed to have
transferred  to the Trustee for the  benefit of the  Certificateholders  and the
Certificate  Insurer,  as their  interests may appear,  all of such  Depositor's
right,  title and interest in, to and under the  obligations of such  Originator
deemed to be secured by said pledge;  and it is the intention of this  Agreement
that the  Depositors  shall also be deemed to have granted and for such purposes
the   Depositors   hereby  grant,   to  the  Trustee  for  the  benefit  of  the
Certificateholders and the Certificate Insurer, as their interests may appear, a
first priority  security  interest in all of the Depositors'  right,  title, and
interest in, to and under the  obligations of the  Originators to the Depositors
deemed to be secured by said pledge and that the  Trustee  shall be deemed to be
an  independent  custodian for purposes of  perfection of the security  interest
granted to the  Depositors.  If the transfer of the Mortgage Loans and the other
assets of the Trust from the  Depositors  to the  Trustee for the benefit of the
Certificateholders  is  characterized  as a pledge,  it is the intention of this
Agreement  that this  Agreement  shall  constitute  a security  agreement  under
applicable law, and that the Depositors  shall be deemed to have granted and for
such purposes the Depositors hereby grant, to the Trustee for the benefit of the
Certificateholders and the Certificate Insurer, as their interests may appear, a
first priority  security  interest in all of the  Depositors'  right,  title and
interest  in, to and under the Mortgage  Loans,  all payments of principal of or
interest on such Mortgage Loans,  all other rights relating to and payments made
in  respect  of the  assets  of the  Trust,  and all  proceeds  of any  thereof,
including  all  proceeds 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
Accounts.  If the  trust  created  by this  Agreement  terminates  prior  to the
satisfaction  of the  claims of any  Person in any  Certificates,  the  security
interest  created hereby shall continue in full force and effect and the Trustee
shall be deemed to be the collateral agent for the benefit of such Person.

            Section 2.02      POSSESSION OF MORTGAGE FILES.

            (a) Upon the  issuance of the  Certificates,  the  ownership of each
Mortgage  Note,  the Mortgage and the contents of the related  Mortgage  File is
vested in the Trustee for the benefit of the Certificateholders.

            (b)  Pursuant to SECTION  2.04,  the  Depositors  have  delivered or
caused to be delivered each Mortgage File to the Custodian.

            Section 2.03      BOOKS AND RECORDS.

            The sale of each Mortgage Loan shall be reflected on the  applicable
Depositor's balance sheets and other financial statements prepared in accordance
with  generally  accepted  accounting  principles  as a sale of  assets  by each
Depositor.  The applicable  Depositor shall be responsible for maintaining,  and
shall maintain, a complete set of books and records for each Mortgage Loan which
shall be clearly  marked to reflect the  ownership of each  Mortgage Loan by the
Trustee for the benefit of the Certificateholders.

            Section 2.04      DELIVERY OF MORTGAGE LOAN DOCUMENTS.

            Contemporaneously   with  the  delivery  of  this   Agreement,   the
Depositors  delivered  or caused to be  delivered  hereunder  to the Trustee the
Certificate  Insurance  Policy,  and each Depositor has delivered to the Trustee
(which may be by delivery to the Custodian on behalf of the Trustee) each of the
following documents for each Mortgage Loan:

            (a)  (i)  (A) The  original  Mortgage  Note,  with  any  intervening
endorsements,  endorsed "Pay to the order of U.S. Bank National Association,  as
Trustee  under the Pooling and Servicing  Agreement  dated as of August 1, 1999,
without recourse" or in blank and signed,  by facsimile or manual signature,  in
the name of the Originator that transferred such Mortgage Loan to the applicable
Depositor pursuant to the Transfer Agreement by a Responsible Officer,  with all
prior and intervening  endorsements showing a complete chain of endorsement from
the originator to such  Originator,  if the  Originator  from whom the Depositor
acquired such Mortgage Loan was not the  originator or (B) if such Mortgage Note
is a Destroyed  Mortgage  Note, an original  Destroyed  Mortgage Note  Affidavit
together  with a copy of such  Mortgage  Note  attached  thereto and,  (ii) with
respect to manufactured housing units, the certificate of title, if any;

            (b) Either:  (i) the original  Mortgage,  with evidence of recording
thereon  (and,  in the case of a Mortgage  Loan secured by a Mortgaged  Property
held in an Illinois  Land Trust,  signed by the  trustee of such  Illinois  Land
Trust),  (ii) a copy of the Mortgage  certified as a true copy by a  Responsible
Officer of the Originator that  transferred such Mortgage Loan to the applicable
Depositor  pursuant to the  Transfer  Agreement  (provided,  however,  that such
Responsible  Officer may  complete one or more  blanket  certificates  attaching
copies of one or more Mortgages relating thereto) or by the closing attorney, or
by an officer of the title  insurer or agent of the title  insurer  which issued
the related title insurance policy, or commitment therefor,  if the original has
been  transmitted  for recording  until such time as the original is returned by
the public  recording  office or (iii) a copy of the  Mortgage  certified by the
public recording office in those instances where the original  recorded Mortgage
has been lost or not yet returned;

            (c) The original  Assignment  of Mortgage from the  Originator  that
transferred  such  Mortgage  Loan to the  applicable  Depositor  pursuant to the
Transfer  Agreement to "U.S.  Bank  National  Association,  as Trustee under the
Pooling and Servicing Agreement dated as of August 1, 1999, without recourse" or
in blank;  any such  Assignments of Mortgage may be made by blanket  assignments
for  Mortgage  Loans  secured by the  Mortgaged  Properties  located in the same
county if permitted by applicable local law;

            (d) Except with  respect to any  Mortgage  Loan  secured by a second
priority lien and having a Principal Balance not in excess of $50,000 and listed
in EXHIBIT V, the original  policy of title insurance or a true copy thereof or,
if such policy has not yet been  delivered by the  insurer,  the  commitment  or
binder to issue same, or original documents of assurance of title;

            (e) All intervening assignments, if any, showing a complete chain of
assignment  from the  originator  to the  applicable  Originator,  including any
recorded warehousing assignments,  with evidence of recording thereon, certified
by a  Responsible  Officer of the  applicable  Originator  as a true copy of the
original of such intervening assignments;

            (f) A copy of all assumption and  modification  agreements,  if any,
certified as a true copy by a Responsible Officer of the applicable Originator;

            (g) If the Mortgaged Property is held in an Illinois Land Trust, the
original Assignment of Beneficial Interest,  or, if the trustee of such Illinois
Land Trust retains such original Assignment of Beneficial  Interest, a certified
true  copy of such  Assignment  of  Beneficial  Interest  so  certified  by such
trustee;

            (h) If the Mortgaged  Property is held in an Illinois Land Trust, an
original  Reassignment of Assignment of Beneficial  Interest from the applicable
Originator to "U.S. Bank National Association,  as Trustee under the Pooling and
Servicing  Agreement dated as of August 1, 1999,  Series 1999-3" or in blank. In
the event that the Mortgage Loan was acquired by the applicable  Originator in a
merger,  the  Reassignment  of the Assignment of Beneficial  Interest must be by
"Originator,  successor  by merger to [name of  predecessor]";  and in the event
that the Mortgage Loan was acquired or originated by the  applicable  Originator
while doing  business  under another  name,  the  Reassignment  of Assignment of
Beneficial Interest must be by "Originator, formerly known as [previous name]";

            (i) If the  Mortgaged  Property is held in an  Illinois  Land Trust,
originals of all intervening Reassignments of Assignment of Beneficial Interest,
showing a complete chain of assignment from the  beneficiaries  of such Illinois
Land Trust to the  applicable  Originator of all of such  beneficiaries'  right,
title,  and interest in, to, and under the trust  agreement with respect to such
Illinois Land Trust; and

            (j) If the Mortgaged Property is held in an Illinois Land Trust, (A)
a certified copy of the instrument  creating the Illinois Land Trust, (B) a copy
of the UCC-1  Financing  Statement  evidencing the assignment of the Mortgagor's
beneficial interest in the Illinois Land Trust, with evidence of filing thereon,
and (C) the original  personal  guaranty of the Mortgage Note,  executed by each
beneficiary of the Illinois Land Trust.

            The  applicable  Depositor  shall  use  its  reasonable  efforts  to
promptly  deliver or cause to be delivered to the Trustee or the Custodian:  (a)
the  original  recorded  Mortgage in those  instances  where a copy  thereof was
delivered  hereunder;  (b) the original  recorded  Assignment of Mortgage to the
applicable  Originator,  which,  together with any  intervening  assignments  of
Mortgage,  evidences a complete  chain of assignment  from the originator to the
applicable  Originator in those instances where copies of such  Assignments were
delivered; and (c) the title insurance policy or assurance required in PARAGRAPH
(D) above. The applicable  Depositor shall,  within five (5) Business Days after
the receipt  thereof,  and in any event,  within twelve months after the Closing
Date,  deliver or cause to be  delivered  to the Trustee or the  Custodian  each
document  described in any of the preceding CLAUSES (A), (B) AND (C);  PROVIDED,
HOWEVER,  that if a document described in the preceding CLAUSE (A) OR CLAUSE (B)
has not  been  returned  from  the  appropriate  public  recording  office,  the
applicable  Depositor  shall  deliver a  certified  copy of the  Mortgage  and a
receipted copy of the Assignment from the appropriate  recording office prior to
the  expiration of such  twelve-month  period.  Notwithstanding  anything to the
contrary  contained in this SECTION  2.04,  the  applicable  Depositor  shall be
deemed to have satisfied its  obligations to deliver a Mortgage or Assignment of
Mortgage  upon  delivery to the Trustee or the Custodian a copy of such Mortgage
or  Assignment of Mortgage,  as  applicable,  certified by the public  recording
office to be a true copy of the recorded original thereof. From time to time the
applicable  Depositor may forward or cause to be forwarded to the Trustee or the
Custodian additional original documents evidencing an assumption or modification
of a Mortgage  Loan.  All  Mortgage  Loan  documents  held by the Trustee or the
Custodian  as to each  Mortgage  Loan are  referred  to herein as the  "Mortgage
File".

            The Servicer  covenants  and agrees to take all action  necessary or
desirable  under  applicable  state law to transfer the benefits of the lien and
security  interest in each manufactured or mobile home and the related Mortgaged
Property to the  Trustee,  including,  without  limitation,  the filing of UCC-3
assignments,  notations  on the  certificates  of title and  recordation  of the
Assignment of Mortgage within the time periods required by this SECTION 2.04.

            As  promptly  as   practicable   following  the  occurrence  of  the
Recordation  Trigger, but in no event more than 90 days following the occurrence
of the  Recordation  Trigger,  the Servicer  shall at its own expense either (i)
record in favor of the Trustee each Assignment of Mortgage and each Reassignment
of Assignment of Beneficial  Interest  referred to in paragraphs  (c) and (h) of
this Section 2.04 with respect to all of the Mortgage  Loans in the  appropriate
real  property or other  records,  or (ii)  deliver to the Trustee an Opinion of
Counsel  satisfactory to the Rating Agencies and the Certificate  Insurer to the
effect that  recording  is not  required and no other action on the part of such
Depositor  is required  (other than such  actions as have been taken) to protect
the Trustee's right, title and interest in and to the related Mortgage and Note.

            All  recording  required  pursuant  to this  SECTION  2.04  shall be
accomplished by and at the expense of the Servicer.  For purposes of determining
whether  a  signature  is made on an  instrument  or  document,  stapling  of an
attachment  shall  be  a  sufficient  affixation  to  cause  the  attachment  to
constitute part of the instrument or document.

            Section 2.05      [RESERVED].

            Section 2.06      ACCEPTANCE  BY  TRUSTEE OF THE TRUST FUND; CERTAIN
SUBSTITUTIONS; CERTIFICATION BY TRUSTEE.

            (a) The Trustee hereby  acknowledges  receipt of the Trust Fund, and
declares  that it will hold the  Mortgage  Loans,  as well as any  other  assets
delivered to it in trust,  upon and subject to the  conditions set forth in this
Agreement  for the benefit of the  Certificateholders,  the Trustee as holder of
the REMIC I Regular  Interests,  REMIC II Regular  Interests,  REMIC III Regular
Interests and REMIC IV Regular Interests,  and the Certificate Insurer, as their
interests may appear.  The Trustee shall execute and deliver on the Closing Date
an initial certification of receipt by it or by the Custodian on its behalf, for
each  Mortgage  Loan of the items listed in SECTION  2.04(A),  (B), (C), (G) AND
(H), in the form attached as EXHIBIT E hereto (other than any Mortgage Loan paid
in full or any Mortgage Loan  specifically  identified in such  certification as
not  covered  by such  certification),  and  declares  that it  will  hold  such
documents and any amendments,  replacements or supplements  thereto,  as well as
any other assets  delivered to it in trust, to the extent set forth herein,  for
the  benefit  of the  Certificateholders,  the  Trustee as holder of the REMIC I
Regular Interests,  REMIC II Regular Interests,  REMIC III Regular Interests and
REMIC IV Regular Interests,  and the Certificate Insurer, as their interests may
appear.  The Trustee  agrees to review (or cause to be reviewed)  each  Mortgage
File within 45 days after the Closing Date (or,  with  respect to any  Qualified
Substitute  Mortgage  Loan,  within 45 days  after the  receipt  thereof  by the
Custodian) and to deliver to the  Representative,  the Depositors,  the Servicer
and the Certificate Insurer an interim certification in the form attached hereto
as EXHIBIT F-1 on or before such date to the effect  that,  as to each  Mortgage
Loan listed in the Mortgage Loan Schedule  (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically  identified in such  certification as not
covered by such certification), (i) all documents required to be delivered to it
pursuant to this Agreement are in its possession  (other than those described in
SECTION  2.04(A)(II) AND 2.04(F)),  (ii) such documents have been reviewed by it
and have not been  mutilated,  damaged,  torn or  otherwise  physically  altered
(handwritten  additions,  changes or corrections  shall not constitute  physical
alteration if properly  initialed by the  Mortgagor) and relate to such Mortgage
Loan, and (iii) based on its examination and only as to the foregoing documents,
the  information  set forth on the Mortgage Loan Schedule (other than items (i),
(iv) and (x) of the  definition of Mortgage Loan Schedule)  accurately  reflects
the  information  set forth in the Mortgage  File. The Trustee shall be under no
duty  or  obligation  to  inspect,   review  or  examine  any  such   documents,
instruments,  certificates  or other papers to determine  that they are genuine,
enforceable,  or appropriate for the represented  purpose or that they are other
than what they  purport to be on their  face.  Within 375 days after the Closing
Date, the Trustee shall deliver (or cause to be delivered) to the Servicer,  the
Depositors  and the  Certificate  Insurer  a  final  certification  in the  form
attached  hereto as EXHIBIT F-2  evidencing  the  completeness  of the  Mortgage
Files.

            (b) If the Certificate  Insurer or the Trustee during the process of
reviewing  the  Mortgage  Files  finds  any  document  constituting  a part of a
Mortgage File which is not executed,  has not been received, is unrelated to the
Mortgage Loan  identified in the Mortgage Loan Schedule,  or does not conform to
the requirements of SECTION 2.04 or substantively to the description  thereof as
set  forth in the  Mortgage  Loan  Schedule,  the  Trustee,  or the  Certificate
Insurer, as applicable,  shall promptly so notify the Servicer, the Trustee, the
Representative,  the Depositors and the Certificate  Insurer.  In performing any
such review,  such Person may conclusively rely on the related  Originator as to
the purported  genuineness of any such document and any signature thereon. It is
understood  that the  scope of such  Person's  review of the  Mortgage  Files is
limited  solely to confirming  that the documents  listed in SECTION 2.04 (other
than those  described in SECTION  2.04(F))  have been  executed and received and
relate to the Mortgage  Files  identified  in the Mortgage  Loan  Schedule.  The
Servicer  agrees to use  reasonable  efforts to cause to be  remedied a material
defect in a  document  constituting  part of a  Mortgage  File of which it is so
notified by the Certificate Insurer or the Trustee. If, however,  within 60 days
after receipt by it of the final  certification  referred to in paragraph (a) of
this  SECTION  2.06 (or within 30 days after the  Closing  Date,  in the case of
failure to deliver original  Mortgage Notes),  the Servicer has not caused to be
remedied  any defect  described  in such  final  certification  and such  defect
materially and adversely affects the interest of the  Certificateholders  in the
related Mortgage Loan or the interests of the Certificate  Insurer, the Servicer
will on the third  Business Day  preceding  the  Distribution  Date  immediately
succeeding  the end of such 60 day (or 30 day, in the case of failure to deliver
original  Mortgage  Notes)  period  (i) if within 2 years of the  Closing  Date,
substitute,  or cause the Depositors or the applicable Originator to substitute,
in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner
and subject to the  conditions  set forth in SECTION 3.03 or (ii)  purchase,  or
cause the  Depositors or the applicable  Originators to purchase,  such Mortgage
Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as
of the date of purchase,  plus all accrued and unpaid interest on such Principal
Balance, computed at the Mortgage Interest Rate, net of the applicable Servicing
Fee if the  Representative is the Servicer,  plus the amount of any unreimbursed
Servicing  Advances  made by the Servicer with respect to such Mortgage Loan out
of funds on deposit in the  Principal and Interest  Account  pursuant to SECTION
5.01(F),  which  purchase price shall be deposited in the Principal and Interest
Account on the next succeeding Determination Date (after deducting therefrom any
amounts  received in respect of such purchased  Mortgage Loan or Loans and being
held in the Principal and Interest  Account for future  distribution);  provided
that if such defect caused such  Mortgage Loan not to be a "qualified  mortgage"
within  the  meaning  of  Code  Section  860G(a)(3),   such  repurchase  or,  if
applicable,  substitution  shall  occur  within  90 days of the  earlier  of the
delivery of the Trustee's interim  certification or Servicer's discovery of such
defect.

            (c) Upon  receipt by the Trustee of a  certification  of a Servicing
Officer of the Servicer of such  substitution  or acceptance  and the deposit of
the  amounts  described  above in the  Principal  and  Interest  Account  (which
certification shall be in the form of EXHIBIT B to the Custodial  Agreement) the
Trustee  shall  release to the  Servicer  for release to the  Depositors  or the
Originators,  as  appropriate,  the  related  Mortgage  File and shall  execute,
without recourse, and deliver such instruments of transfer necessary to transfer
such Mortgage Loan to the Representative or the respective Depositor.

            (d) If recordation of any Assignment of Mortgage or  Reassignment of
Assignment of Beneficial  Interest is required hereunder after the occurrence of
a Recordation Trigger, the original of each such recorded Assignment of Mortgage
and Reassignment of Assignment of Beneficial  Interest shall be delivered to the
Trustee  or the  Custodian  within  10 days  following  the  date on which it is
returned to the related  Depositor or the Servicer by the office with which such
Assignment of Mortgage or Reassignment of Assignment of Beneficial  Interest was
filed for recordation  and,  within 10 days following  receipt by the Trustee or
Custodian, as applicable, of the recorded Assignment of Mortgage or Reassignment
of Assignment of  Beneficial  Interest,  the Trustee shall review or shall cause
the  Custodian  to  review  such  Assignment  of  Mortgage  or  Reassignment  of
Assignment of Beneficial Interest to confirm that such Assignment of Mortgage or
Reassignment  of  Assignment  of  Beneficial  Interest has been  recorded.  Upon
receipt  by the  Trustee  or  the  Custodian,  as  applicable,  of the  recorded
Assignment of Mortgage or  Reassignment  of  Assignment of Beneficial  Interest,
such recorded Assignment of Mortgage or Reassignment of Assignment of Beneficial
Interest  shall become part of the Mortgage  File.  The Trustee shall notify the
related  Depositor,  the Servicer and the  Certificate  Insurer of any defect in
such Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest
if it shall have actual  knowledge of any such defect based on such review.  The
Servicer or the related  Depositor shall have a period of 30 days following such
notice to correct or cure such  defect.  In the event that the  Servicer  or the
related  Depositor  fails to record an Assignment of Mortgage or Reassignment of
Assignment  of  Beneficial  Interest as herein  provided  (which  Assignment  of
Mortgage or Reassignment of Assignment of Beneficial Interest was required to be
recorded)  and the Trustee  shall have actual  knowledge  of such  failure,  the
Trustee  shall prepare and file or shall cause the Custodian to prepare and file
such Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest
for  recordation  in the  appropriate  real property or other  records,  and the
Servicer and the related Depositor hereby appoints the Trustee and the Custodian
as its  attorney-in-fact  with full power and authority  acting in its stead for
the purpose of such preparation, execution and recordation. Any expense incurred
by the Trustee or the Custodian not otherwise paid for by the related  Depositor
or the Servicer as required  hereunder in connection  with the  preparation  and
recordation  of such  Assignment of Mortgage and  Reassignment  of Assignment of
Beneficial  Interest  shall  be  reimbursed  to the  Trustee  or  Custodian,  as
applicable, pursuant to Section 12.05.

            Section 2.07      REMIC ADMINISTRATION.

            (a)   Tax Administration.

                  (1)  Elections  will be made by the  Trustee  on behalf of the
Trust Fund to treat the assets of the Trust  Fund,  excluding  the rights of the
Class A Certificates  to receive  payments in respect of their related  Interest
Carryovers,  as four  separate  REMICs  under the Code  ("REMIC  I," "REMIC II,"
"REMIC III" and "REMIC  IV,"  respectively,  and each,  a "Trust  REMIC").  Such
elections  will be  made  on Form  1066  or  other  appropriate  federal  tax or
information  return for each Trust REMIC for the taxable year ending on the last
day of the calendar  year in which the  Certificates  are issued.  The assets of
REMIC I will consist of all of the assets constituting the Trust Fund other than
the  assets  of REMIC II,  REMIC III and REMIC IV and the  rights of the Class A
Certificates  to  receive   payments  in  respect  of  their  related   Interest
Carryovers.  REMIC I will issue  classes of interests  which will be the REMIC I
Regular Interests (which will be uncertificated  and will represent the "regular
interests"  in REMIC I) and the Class R-I  Certificates,  which will be the sole
class of  "residual  interests"  in REMIC I. The  Trustee  will hold the REMIC I
Regular  Interests  in trust for the benefit of REMIC II. The assets of REMIC II
will  consist  of the REMIC I Regular  Interests  and the REMIC II  Distribution
Account.  REMIC II will issue  classes of  interests  which will be the REMIC II
Regular Interests (which will be uncertificated  and will represent the "regular
interests" in REMIC II) and the Class R-II Certificates,  which will be the sole
class of  "residual  interests"  in REMIC II. The Trustee will hold the REMIC II
Regular Interests in trust for the benefit of REMIC III. The assets of REMIC III
will consist of the REMIC II Regular  Interests  and the REMIC III  Distribution
Account.  REMIC III will issue classes of interests  which will be the REMIC III
Regular Interests (which will be uncertificated  and will represent the "regular
interests"  in REMIC III) and the Class  R-III  Certificates,  which will be the
sole class of "residual interests" in REMIC III. The Trustee will hold the REMIC
III Regular  Interests in trust for the benefit of REMIC IV. The assets of REMIC
IV will consist of the REMIC III Regular Interests and the REMIC IV Distribution
Account.  REMIC  IV will  issue  the  REMIC IV  Regular  Interests  (which  will
represent the "regular interests" in REMIC IV represented by the Class A and the
Class X Certificates)  and the Class R-IV  Certificates,  which will be the sole
class of  "residual  interests"  in REMIC IV. The Owner of the Class R-I,  Class
R-II, Class R-III or Class R-IV Certificates,  respectively, representing at any
time the  largest  Percentage  Interest  in such Class  shall be the Tax Matters
Person with respect to the applicable  Trust REMIC.  Each holder of a Class R-I,
Class R-II, Class R-III and Class R-IV Certificate,  as a condition of ownership
thereof,  irrevocably  appoints the Trustee to act as its agent and  attorney-in
fact to perform  all duties of the Tax  Matters  Person.  The  "latest  possible
maturity date" within the meaning of Treasury Regulation Section  1.860G-1(a)(4)
of the REMIC I Regular Interests,  the REMIC II Regular Interests, the REMIC III
Regular  Interests  and the  REMIC  IV  Regular  Interests  shall  be the  Final
Scheduled Distribution Date.

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

                  (3) Except as provided in SECTION 12.05, the Trustee shall pay
(and shall be entitled to reimbursement  thereof by the Servicer or otherwise in
accordance  with the terms of this Agreement) the ordinary and usual expenses in
connection with the preparation,  filing and mailing of tax information  reports
and returns that are incurred by it in the ordinary course of its administration
of its tax-related  duties under this Agreement,  but  extraordinary  or unusual
expenses,  costs or  liabilities  incurred in  connection  with its  tax-related
duties under this Agreement, including without limitation any expenses, costs or
liabilities associated with audits,  required independent opinions regarding tax
methodology and related matters or any  administrative  or judicial  proceedings
with respect to each Trust REMIC that involve the  Internal  Revenue  Service or
state tax authorities, shall be expenses of the Trust Fund.

                  (4) The  Trustee  shall  prepare  and  file  all of the  Trust
REMICs'  federal and state  income or  franchise  tax and  information  returns.
Except as provided in SECTION  12.05,  the expenses of preparing and filing such
returns  shall be borne by the Trustee.  The Servicer and the  Depositors  shall
provide on a timely basis to the Trustee or its designee such  information  with
respect to each Trust REMIC as is in their possession, which the Servicer or the
Depositors  has or have  received  or prepared  by virtue of its  activities  as
Servicer or  Depositors  hereunder  and  reasonably  requested by the Trustee to
enable it to perform  its  obligations  under this  subsection,  and the Trustee
shall  be  entitled  to rely  on  such  information  in the  performance  of its
obligations hereunder.

                  (5) The Trustee  shall perform on behalf of the Trust Fund and
each Trust REMIC all tax reporting  duties and other tax compliance  duties that
are the responsibility of a REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority.  Among its other duties,  the Trustee shall provide (i) to the
Internal  Revenue Service or other Persons  (including,  but not limited to, the
transferor of any Residual  Certificate to a Disqualified  Organization or to an
agent that has  acquired any Residual  Certificate  on behalf of a  Disqualified
Organization)  such  information as is necessary for the  application of any tax
relating  to  the  transfer  of any  Residual  Certificate  to any  Disqualified
Organization   pursuant  to  Section  860E(e)  of  the  Code  and  the  Treasury
Regulations  thereunder and (ii) to the  Certificateholders  such information or
reports as are required by the Code or REMIC Provisions.  Each of the Depositors
and the Servicer  shall provide on a timely basis (and in no event later than 30
days  after  the  Trustee's  request)  to  the  Trustee  or  its  designee  such
information  with  respect  to each  Trust  REMIC  as is in its  possession  and
reasonably  requested  in  writing by the  Trustee  to enable it to perform  its
obligations under this subsection.

                  (6)  [Reserved]

                  (7)  The  Trustee  and  the  Servicer   shall   perform  their
obligations under this Agreement and the REMIC Provisions in a manner consistent
with the status of each Trust REMIC as a REMIC or, as appropriate, shall adopt a
plan of complete liquidation.

                  (8) The Trustee and the Servicer  shall not take any action or
cause any Trust REMIC to take any action,  within their  respective  control and
the scope of their specific  respective  duties under this Agreement that, under
the REMIC  Provisions,  could (i)  endanger  the status of any Trust  REMIC as a
REMIC or (ii) result in the imposition of a tax upon any Trust 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  as defined in Code Section
860G(d)) unless the Trustee has received a  Nondisqualification  Opinion (at the
expense of the party seeking to take such action) with respect to such action.

                  (9) To the extent not paid  pursuant to paragraph  (d) of this
SECTION  2.07,  the Trustee  shall pay when due any and all  federal,  state and
local taxes imposed on the applicable Trust REMIC or its assets or transactions,
including,  without  limitation,  "prohibited  transaction" taxes, as defined in
Section 860F of the Code, any tax on contributions imposed by Section 860G(d) of
the Code,  and any tax on "net income from  foreclosure  property" as defined in
Section 860G(c) of the Code from the REMIC I Distribution  Account, the REMIC II
Distribution  Account,  the  REMIC  III  Distribution  Account  or the  REMIC IV
Distribution Account pursuant to Section  6.02(iv)(E),  and shall reimburse such
amounts to the  applicable  Trust  REMIC,  prior to  current  or future  amounts
otherwise  distributable to the Holders of any Class X Certificates  pursuant to
SECTION 6.05.

                  (10) The  Trustee  shall,  for  federal  income tax  purposes,
maintain  books and records with respect to each Trust REMIC on a calendar  year
and on an accrual  basis.  Notwithstanding  anything to the  contrary  contained
herein,  all amounts  collected on the Mortgage Loans shall,  for federal income
tax  purposes,  be  allocated  first to interest due and payable on the Mortgage
Loans (including  interest on overdue interest) (other than additional  interest
at a penalty  rate payable  following a default).  The books and records must be
sufficient concerning the nature and amount of each Trust REMIC's investments to
show that each Trust REMIC has complied with the REMIC Provisions.

                  (11) Neither the Trustee nor the Servicer shall enter into any
arrangement  by which any Trust REMIC will  receive a fee or other  compensation
for services.

                  (12) In order to enable the  Trustee to perform  its duties as
set forth herein, the Depositors shall provide, or cause to be provided,  to the
Trustee  within 10 days after the Closing Date all  information or data that the
Trustee reasonably  determines to be relevant for tax purposes on the valuations
and offering prices of the  Certificates,  including,  without  limitation,  the
yield, issue prices,  pricing prepayment  assumption and projected cash flows of
the  Class  A   Certificates,   the  Class  X  Certificates   and  the  Residual
Certificates, as applicable, and the projected cash flows on the Mortgage Loans.
Thereafter,  the Depositors shall provide to the Trustee,  promptly upon request
therefor,  any such  additional  information  or data that the Trustee may, from
time to time,  reasonably  request in order to enable the Trustee to perform its
duties as set forth  herein.  The Trustee is hereby  directed to use any and all
such  information or data provided by the  Depositors in the  preparation of all
federal and state income or franchise  tax and  information  returns and reports
for the Trust REMICs to  Certificateholders  as required herein.  The Depositors
hereby  indemnify the Trustee for any losses,  liabilities,  damages,  claims or
expenses  of the  Trustee  arising  from any  errors or  miscalculations  of the
Trustee  pursuant to this Section that result from any failure of the Depositors
to provide,  or to cause to be  provided,  accurate  information  or data to the
Trustee (but not resulting  from the  methodology  employed by the Trustee) on a
timely basis and such  indemnifications  shall survive the  termination  of this
Agreement.

                  (13) The  Servicer  shall  prepare and file with the  Internal
Revenue  Service,  on behalf of each Trust REMIC,  an application for a taxpayer
identification  number  for such  Trust  REMIC on IRS Form  SS-4 or by any other
permissible method. The Trustee,  upon receipt from the Internal Revenue Service
of the Notice of Taxpayer Identification Number Assigned, shall promptly forward
a copy of such notice to the Depositors. The Trustee shall prepare and file Form
8811 on behalf of REMIC IV and shall  designate from time to time an appropriate
Person  to  respond  to  inquiries  by or on behalf  of  Certificateholders  for
original issue discount and related  information in accordance  with  applicable
provisions  of the Code.  It is  understood  that the  Servicer  will  engage an
accounting  firm to prepare the  necessary  tax filings  required by the Trustee
under this Section 2.07(a) or Section 2.10(b).

            The Trustee agrees that all such  information or data so obtained by
it are to be regarded as  confidential  information and agrees that it shall use
its best reasonable  efforts to retain in confidence,  and shall ensure that its
officers,  employees and  representatives  retain in  confidence,  and shall not
disclose,  without the prior written  consent of the  Depositors,  any or all of
such  information  or  data,  or make  any use  whatsoever  (other  than for the
purposes contemplated by this Agreement) of any such information or data without
the  prior  written  consent  of the  Depositors,  unless  such  information  is
generally  available  to the public  (other than as a result of a breach of this
Section) or is required by law or applicable regulations to be disclosed.

            (b) MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding anything to the
contrary in this  Agreement,  neither the Trustee nor the Servicer  shall permit
any  modification  of, or take any action with  respect to, the  Mortgage  Loans
(including the Mortgage  Interest Rate or, in the case of a Mortgage Loan in the
Adjustable Rate Group, the method of determining the Mortgage Interest Rate, the
Principal  Balance,  the  amortization  schedule,  any other term  affecting the
amount or timing of payments on the  Mortgage  Loans or the  collateral  for the
Mortgage  Loans),  or any other  material  term of a Mortgage  Loan,  that would
result in an  exchange  within  the  meaning  of  Treasury  Regulations  Section
1.860G-2(b)    unless   the   Trustee   or   the   Servicer   has   received   a
Nondisqualification  Opinion or a ruling from the Internal  Revenue  Service (at
the expense of the party  making the  request of the  Servicer or the Trustee to
modify the Mortgage Loans) to the same effect as a  Nondisqualification  Opinion
with respect to such modification.

            (c) PROHIBITED  TRANSACTIONS  AND ACTIVITIES.  The Trustee shall not
permit  the sale,  disposition  (except  in a  disposition  pursuant  to (i) the
bankruptcy or insolvency of any Trust REMIC or (ii) the termination of any Trust
REMIC in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code)
or  substitution  of the  Mortgage  Loans  (except a  substitution  pursuant  to
SECTIONS  2.06(B) or 3.03) or the  substitution  of a property  for a  Mortgaged
Property, nor acquire any assets for any Trust REMIC (other than REO Property or
a Qualified  Substitute Mortgage Loan pursuant to SECTIONS 2.06(B) or 3.03), nor
accept any  contributions  to any Trust REMIC  (other  than a cash  contribution
during the 3-month period beginning on the Startup Day),  unless it has received
an Opinion of Counsel  (at the expense of the Person  requesting  the Trustee to
take  such   action)  to  the  effect   that  such   disposition,   acquisition,
substitution,  or  acceptance  will not (a) affect  adversely  the status of any
Trust REMIC as a REMIC or of the REMIC I Regular Interests, the REMIC II Regular
Interests,  the REMIC III Regular  Interests  or the REMIC IV Regular  Interests
represented  by the Class A  Certificates  and the Class X  Certificates  as the
regular interests therein,  (b) affect the distribution of interest or principal
on the Certificates,  (c) result in the encumbrance of the assets transferred or
assigned  to any  Trust  REMIC  (except  pursuant  to  the  provisions  of  this
Agreement) or (d) cause any Trust REMIC to be subject to an unindemnified tax on
"prohibited  transactions" or "prohibited  contributions"  pursuant to the REMIC
Provisions.

            (d)  In  the  event  that  any  tax  is   imposed   on   "prohibited
transactions"  of any Trust REMIC as defined in Section  860F(a)(2) of the Code,
on the "net income from  foreclosure  property" of any Trust REMIC as defined in
Section  860G(c) of the Code, on any  contribution  to any Trust REMIC after the
Startup  Day  pursuant  to  Section  860G(c)  of the  Code,  or any other tax is
imposed, such tax shall be paid by (i) the Trustee, if such tax arises out of or
results  from a breach  by the  Trustee  of any of its  obligations  under  this
Agreement,  which breach  constitutes  negligence  or willful  misconduct of the
Trustee or (ii) the  Servicer  or the  Depositors,  if such tax arises out of or
results  from  a  breach  by the  Servicer  or the  Depositors  of any of  their
respective obligations under this Agreement.

            (e) Any  inconsistencies  or ambiguities in this Agreement or in the
administration of a Trust REMIC shall be resolved in a manner that preserves the
validity of the elections to be treated as four separate REMICs.

            Section 2.08      EXECUTION OF CERTIFICATES.

            The Trustee  acknowledges (i) the assignment to it of Mortgage Loans
in trust for the benefit of the  Certificateholders and the Certificate Insurer,
as their  interests may appear,  and subject to the terms and conditions of this
Agreement  and (ii) the delivery of the  Mortgage  Files as set forth above and,
concurrently  with such  delivery,  in  exchange  for the  Mortgage  Loans,  the
Mortgage  Files and the other  assets  conveyed  by the  Depositors  pursuant to
SECTION  2.01 AND  SECTION  2.04,  the  Trustee  has  executed  and caused to be
authenticated  and  delivered  to or  upon  the  order  of the  Depositors,  the
Certificates, each in Authorized Denominations.

            Section 2.09      APPLICATION OF PRINCIPAL AND INTEREST.

            In the event that Net Liquidation  Proceeds on a Liquidated Mortgage
Loan are less than the  Principal  Balance of such  Mortgage  Loan plus  accrued
interest  thereon,  or any  Mortgagor  makes a partial  payment  of any  Monthly
Payment due on a Mortgage Loan, such Net Liquidation Proceeds or partial payment
shall be applied to payment of the related  Mortgage  Note as provided  therein,
and if not so provided or if the related  Mortgaged  Property  has become an REO
Property,  first to interest  accrued at the Mortgage  Interest Rate and then to
principal;  PROVIDED,  HOWEVER,  the Net Liquidation  Proceeds with respect to a
Bankruptcy Loan shall be applied first, to unpaid accrued  interest with respect
to the period  after the date of the related  Plan,  second,  to  principal  and
third, to Pre-Plan Interest.

            Section 2.10      GRANTOR TRUST ADMINISTRATION.

            (a) The Trustee shall treat the portion of the Trust Fund  exclusive
of the Trust  REMICs,  consisting of the rights of the Class A  Certificates  to
receive payments in respect of their related Interest  Carryovers,  as a grantor
trust under  Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
Code. The Fixed Rate Certificates  represent undivided  beneficial  interests in
the related  "regular  interests" in REMIC IV and the rights to receive payments
in  respect of their  related  Fixed Rate  Interest  Carryovers.  The Class A-1A
Certificates  represent undivided  beneficial  interests in the related "regular
interests"  in REMIC IV and the right to  receive  payments  in respect of Class
A-1A LIBOR Interest  Carryovers.  The Class X Certificates  represent  undivided
beneficial interests in the Class X Interest,  subject to the obligation to make
payments in respect of Interest Carryovers as provided herein.

            (b)  The  Trustee  shall  report  or  cause  to be  reported  to the
applicable  Certificateholders,  at the time or times and in the manner required
by the Code, each such  Certificateholder's  share of the income or gain and, if
applicable,  expense or loss,  with respect to its interest in the grantor trust
portion of the Trust Fund on a schedule  to IRS Form 1041 (or such other form as
may be  applicable)  for the portion of the year during  which such person was a
Certificateholder  and shall  prepare and file or cause to be prepared and filed
such IRS Form 1041 and schedules with the Internal  Revenue  Service at the time
and in the manner required by the Code.

<PAGE>


                                 ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

            Section 3.01     REPRESENTATIONS OF THE SERVICER AND THE DEPOSITORS.

            (1)   The  Servicer  hereby  represents and warrants to the Trustee,
the Certificate Insurer and the Certificateholders as of the Closing Date:

            (a) The Servicer is duly organized,  validly  existing,  and in good
standing under the laws of the State of Delaware and has all licenses  necessary
to carry on its business as now being  conducted and is licensed,  qualified and
in good  standing  in each  Mortgaged  Property  State if the laws of such state
require  licensing  or  qualification  in order to conduct  business of the type
conducted by the Servicer and perform its obligations as Servicer hereunder; the
Servicer has the power and  authority to execute and deliver this  Agreement and
the  Basic  Documents  to  which  it is a party  and to  perform  in  accordance
herewith;  the  execution,  delivery and  performance  of this Agreement and the
Basic Documents to which it is a party (including all instruments of transfer to
be delivered pursuant to this Agreement and the Basic Documents to which it is a
party) by the Servicer and the  consummation  of the  transactions  contemplated
hereby have been duly and validly  authorized by all necessary  action;  each of
this  Agreement  and the Basic  Documents  to which it is a party is the  valid,
binding and enforceable obligation of the Servicer; and all requisite action has
been taken by the  Servicer to make this  Agreement  and the Basic  Documents to
which  it is a party  valid,  binding  and  enforceable  upon  the  Servicer  in
accordance  with its terms,  subject to the  effect of  bankruptcy,  insolvency,
reorganization,  moratorium  and other,  similar  laws  relating to or affecting
creditors'  rights  generally or the application of equitable  principles in any
proceeding, whether at law or in equity;

            (b)  All  actions,   approvals,   consents,   waivers,   exemptions,
variances,  franchises,  orders,  permits,  authorizations,  rights and licenses
required  to be  taken,  given or  obtained,  as the case may be, by or from any
federal,  state or other  governmental  authority or agency (other than any such
actions,   approvals,   etc.  under  any  state  securities  laws,  real  estate
syndication  or "Blue  Sky"  statutes,  as to which the  Servicer  makes no such
representation  or  warranty),   that  are  necessary  in  connection  with  the
performance  by the  Servicer of its  obligations  hereunder  or under the Basic
Documents to which it is a party or the  purchase  and sale of the  Certificates
and the execution and delivery by the Servicer of the documents to which it is a
party, have been duly taken, given or obtained,  as the case may be, are in full
force  and  effect,  are not  subject  to any  pending  proceedings  or  appeals
(administrative,  judicial or  otherwise)  and either the time within  which any
appeal  therefrom may be taken or review  thereof may be obtained has expired or
no review thereof may be obtained or appeal therefrom taken, and are adequate to
authorize the  consummation of the  transactions  contemplated by this Agreement
and the Basic  Documents and the other documents on the part of the Servicer and
the  performance  by the Servicer of its  obligations as the Servicer under this
Agreement and such of the other Basic Documents to which it is a party;

            (c)  The  consummation  of the  transactions  contemplated  by  this
Agreement and the Basic  Documents will not result in the breach of any terms or
provisions  of the bylaws of the Servicer or result in the breach of any term or
provision  of, or conflict  with or  constitute a default under or result in the
acceleration of any obligation under, any material agreement,  indenture or loan
or credit  agreement or other  material  instrument to which the Servicer or its
property is subject,  or result in the violation of any law,  rule,  regulation,
order, judgment or decree to which the Servicer or its property is subject;

            (d) None of this  Agreement,  any of the Basic Documents to which it
is a party  or the  Prospectus  nor any  statement,  report  or  other  document
prepared by the  Servicer  and  furnished  or to be  furnished  pursuant to this
Agreement or in connection with the  transactions  contemplated  hereby contains
any  untrue  statement  of  material  fact or  omits to  state a  material  fact
necessary to make the statements  contained  herein or therein,  in light of the
circumstances under which they were made, not misleading;

            (e) There is no action,  suit,  proceeding or investigation  pending
or,  to the  best of the  knowledge  of the  Servicer,  threatened  against  the
Servicer  which,  either in any one instance or in the aggregate,  may result in
any material adverse change in the business,  operations,  financial  condition,
properties or assets of the Servicer or in any material  impairment of the right
or  ability  of the  Servicer  to carry  on its  business  substantially  as now
conducted, or in any material liability on the part of the Servicer or any Basic
Document to which it is a party or which would draw into  question  the validity
of this Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Servicer  contemplated  herein,  or which
would be likely to impair  materially  the  ability of the  Servicer  to perform
under the terms of this Agreement or any Basic Document to which it is a party;

            (f) The  Servicer  is not in  default  with  respect to any order or
decree of any court or any order,  regulation  or demand of any federal,  state,
municipal or governmental  agency,  which default might have  consequences  that
would  materially  and adversely  affect the  condition  (financial or other) or
operations  of the Servicer or its  properties or might have  consequences  that
would  materially and adversely  affect its  performance  hereunder or under the
Basic Documents or under any Subservicing Agreement;

            (g) The  collection  practices  used by the Servicer with respect to
each Mortgage  Note and Mortgage have been in and will be all material  respects
legal, proper, prudent and customary in the non-conforming  mortgage origination
and servicing business; and

            (h) The Servicer is an approved  seller/servicer of first and second
mortgage loans for FNMA and FHLMC in good standing.

            (2)   Each  Depositor hereby represents and warrants to the Trustee,
the Certificate Insurer and the Certificateholders as of the Closing Date:

            (a)   Such  Depositor is duly organized,  validly  existing,  and in
good standing under the laws of the  jurisdiction of its  incorporation  and has
all licenses  necessary to carry on its business as now being  conducted  and is
licensed, qualified and in good standing in each Mortgaged Property State if the
laws of such  state  require  licensing  or  qualification  in order to  conduct
business of the type conducted by such Depositor and perform its  obligations as
a Depositor hereunder; such Depositor has the power and authority to execute and
deliver this  Agreement and to perform in accordance  herewith;  the  execution,
delivery and  performance of this Agreement and the Basic  Documents to which it
is a party  (including all  instruments of transfer to be delivered  pursuant to
this Agreement and the Basic Documents to which it is a party) by such Depositor
and the consummation of the transactions  contemplated hereby have been duly and
validly authorized by all necessary action; each of this Agreement and the Basic
Documents  to  which  it is a  party  is  the  valid,  binding  and  enforceable
obligation of such  Depositor;  and all requisite  action has been taken by such
Depositor to make this Agreement and the Basic  Documents to which it is a party
valid, binding and enforceable upon such Depositor in accordance with its terms,
subject to the effect of bankruptcy, insolvency, reorganization,  moratorium and
other,  similar laws relating to or affecting  creditors rights generally or the
application  of equitable  principles  in any  proceeding,  whether at law or in
equity;

            (b)   All  actions,  approvals,   consents,   waivers,   exemptions,
variances,  franchises,  orders,  permits,  authorizations,  rights and licenses
required  to be  taken,  given or  obtained,  as the case may be, by or from any
federal,  state or other  governmental  authority or agency (other than any such
actions,   approvals,   etc.  under  any  state  securities  laws,  real  estate
syndication  or "Blue Sky" statutes,  as to which such  Depositor  makes no such
representation or warranty),  that are necessary in connection with the purchase
and sale of the Certificates and the execution and delivery by such Depositor of
the Basic  Documents  to which it is a party,  have been  duly  taken,  given or
obtained,  as the case may be, are in full force and effect,  are not subject to
any pending proceedings or appeals  (administrative,  judicial or otherwise) and
either the time within which any appeal therefrom may be taken or review thereof
may be  obtained  has  expired or no review  thereof  may be  obtained or appeal
therefrom  taken,  and  are  adequate  to  authorize  the  consummation  of  the
transactions contemplated by this Agreement and the other Basic Documents on the
part of such Depositor and the  performance by such Depositor of its obligations
as a Depositor  under this  Agreement,  the Transfer  Agreement  and such of the
other Basic Documents to which it is a party;

            (c)   The  consummation  of the  transactions  contemplated  by this
Agreement and the Basic  Documents will not result in the breach of any terms or
provisions  of the bylaws of such  Depositor or result in the breach of any term
or provision of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any material agreement,  indenture or loan
or credit agreement or other material  instrument to which such Depositor or its
property is subject,  or result in the violation of any law,  rule,  regulation,
order, judgment or decree to which the Depositor or its property is subject;

            (d)   None of this  Agreement,  any of the Basic  Documents to which
such Depositor is a party or the  Prospectus nor any statement,  report or other
document prepared by the Depositor and furnished or to be furnished  pursuant to
this  Agreement or the Basic  Documents or in connection  with the  transactions
contemplated  hereby contains any untrue  statement of material fact or omits to
state a material  fact  necessary  to make the  statements  contained  herein or
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading;

            (e)   There is no action, suit,  proceeding or investigation pending
or, to the best of such Depositor's knowledge, threatened against such Depositor
which,  either  in any one  instance  or in the  aggregate,  may  result  in any
material  adverse  change  in the  business,  operations,  financial  condition,
properties  or assets of such  Depositor  or in any material  impairment  of the
right or ability of such Depositor to carry on its business substantially as now
conducted,  or in any material  liability on the part of such Depositor or which
would draw into question the validity of this  Agreement or the Basic  Documents
or the Mortgage  Loans or of any action taken or to be taken in connection  with
the obligations of such Depositor  contemplated herein, or which would be likely
to impair  materially the ability of the Depositor to perform under the terms of
this Agreement or the Basic Documents to which it is a party;

            (f)   Such  Depositor is not in default with respect to any order or
decree of any court or any order,  regulation  or demand of any federal,  state,
municipal or governmental  agency,  which default might have  consequences  that
would  materially  and adversely  affect the  condition  (financial or other) or
operations of such Depositor or its properties or might have  consequences  that
would materially and adversely affect its performance hereunder, under the Basic
Documents to which it is a party or under any Subservicing Agreement;

            (g)   Upon  the receipt of each Mortgage File under this  Agreement,
the  Trustee   will  have  good  and   indefeasible   title  on  behalf  of  the
Certificateholders to each Mortgage Loan (other than the Representative's  Yield
and  amounts  received  on and after the  Cut-off  Date in respect  of  interest
accrued on or prior to the Cut-off  Date) and such other  items  conveyed by the
Depositors to the Trustee hereunder free and clear of any lien (other than liens
which will be simultaneously released);

            (h)   The transfer,  assignment and conveyance of the Mortgage Notes
and the Mortgages by such  Depositor  pursuant to this Agreement are not subject
to the bulk transfer laws or any similar  statutory  provisions in effect in any
applicable jurisdiction;

            (i)   Such   Depositor  did  not  transfer  any  interest  in  any
Mortgage  Loan  with  any  intent  to  hinder,  delay  or  defraud  any of its
respective creditors;

            (j)   Such  Depositor  is  solvent  and such  Depositor  will not be
rendered  insolvent  as a result of the  transfer of the  Mortgage  Loans to the
Trust Fund or the sale of any of the Certificates;

            (k)   Such Depositor will not amend Articles THIRD, NINTH, TENTH and
ELEVENTH of its Certificate of  Incorporation  without the prior written consent
of the Certificate Insurer and the Rating Agencies; and

            (l)   Such  Depositor  will not engage in any  activity  which would
result  in a  downgrading  of the  Certificates  by any  Rating  Agency  or in a
downgrading  of the "shadow  rating"  (that is, the rating  without  taking into
account the Certificate  Insurance  Policy) below investment grade by any Rating
Agency.

            Section 3.02 ASSIGNMENT OF TRANSFER  AGREEMENT;  REPRESENTATIONS AND
WARRANTIES AS TO THE INDIVIDUAL MORTGAGE LOANS AND THE MORTGAGE POOL.

            Pursuant to SECTION 2.01, each Depositor assigns to the Trustee (for
the benefit of the  Certificateholders  and the  Certificate  Insurer,  as their
interests may appear) all of its right,  title and interest in, to and under the
Transfer  Agreement  including,  without  limitation,  the  representations  and
warranties of the Originators made to the Depositors pursuant to Section 3.01 of
the Transfer  Agreement.  The  Depositors  hereby  represent  and warrant to the
Trustee  that the  Depositors  have  taken no  action  which  would  cause  such
representations  and  warranties of the  Originators to be false in any material
respect as of the Closing Date, and  acknowledge  that the Trustee relies on the
representations and warranties of the Depositors under this Agreement and of the
Originators  under the Transfer  Agreement in accepting  the Mortgage  Loans and
executing and  delivering the  Certificates.  The foregoing  representation  and
warranty  speaks as of the Closing  Date,  but shall  survive the  transfer  and
assignment  of the  Mortgage  Loans  to  the  Trustee  for  the  benefit  of the
Certificateholders and the Certificate Insurer, as their interests may appear.

            Each  Depositor  hereby  represents  and  warrants as follows to the
Trustee,  the Certificate  Insurer and the  Certificateholders,  with respect to
each  Mortgage  Loan as of the Closing  Date  (except as  otherwise  indicated);
provided,  that all  references  to  percentages  of the Mortgage  Loans in this
SECTION 3.02 refer in each case to the  percentage  of the  aggregate  Principal
Balance of the Mortgage  Loans (or of the Mortgage  Loans in Fixed Rate Group 1,
Fixed Rate Group 2 or Adjustable  Rate Group,  as  applicable) as of the Cut-off
Date (rounded to two decimal points):

            (a) The information  with respect to each Mortgage Loan set forth in
the Mortgage Loan Schedule is true and correct;

            (b) All of the  original  or  certified  documentation  set forth in
SECTION 2.04 (including all material documents related thereto) has been or will
be delivered  to the Trustee (or the  Custodian on behalf of the Trustee) on the
Closing Date or as otherwise provided in SECTION 2.04;

            (c) (1) Each  Mortgage  Loan is  principally  secured  by  Mortgaged
      Property.  Each  Mortgaged  Property is improved by a one- to  four-family
      Residential  Dwelling,  which, to the best of such Depositor's  knowledge,
      does not include (A) cooperatives, (B) mobile homes other than permanently
      affixed  mobile homes which  constitute  real property under state law, or
      (C) except for not more than approximately  0.61% of the Mortgage Loans in
      Fixed Rate Group 1, none of the  Mortgage  Loans in Fixed Rate Group 2 and
      none of the  Mortgage  Loans in the  Adjustable  Rate Group,  manufactured
      housing  units,  as defined in the FNMA Selling  Guide,  which  constitute
      other than real property under state law; and

               (i)With respect to each Mortgage Loan involving property improved
      by a  manufactured  or mobile home,  the  Originator  has taken all action
      necessary  to create a valid and  perfected  first or second  priority (as
      reflected in the Mortgage  Loan  Schedule)  lien and security  interest in
      such  manufactured  or mobile  home and the  related  Mortgaged  Property,
      including,  without limitation,  the filing of UCC financing statements or
      notations on certificates of title if necessary,  under  applicable  state
      law;

            (d) Each Mortgage  Loan is being  serviced by the Servicer or one or
more Subservicers;

            (e) The Mortgage  Note related to each  Mortgage  Loan in Fixed Rate
Group 1 and  Fixed  Rate  Group 2 bears a  fixed  Mortgage  Interest  Rate;  the
Mortgage Note related to each Mortgage Loan in the Adjustable Rate Group bears a
Mortgage Interest Rate that adjusts semi-annually, based on the London interbank
offered rate for six-month United States dollar deposits;

            (f) Mortgage Loans constituting approximately 45.79% of the Mortgage
Loans in Fixed Rate Group 1, approximately 44.12% of the Mortgage Loans in Fixed
Rate Group 2 and  approximately  73.85% of the Mortgage  Loans in the Adjustable
Rate Group,  are balloon  loans which will provide for a final  Monthly  Payment
substantially greater than the preceding Monthly Payments.  Approximately 0.04%,
2.24%,  35.68%  and  7.81%  of  the  Mortgage  Loans  in  Fixed  Rate  Group  1,
approximately  3.56%, 32.27% and 8.27% of the Mortgage Loans in Fixed Rate Group
2 and  approximately  9.26%,  59.96%  and  4.63%  of the  Mortgage  Loans in the
Adjustable Rate Group are balloon loans based on a 30-year amortization schedule
(except for approximately  0.03% of the Mortgage Loans in Fixed Rate Group 1 and
0.03% of the Mortgage  Loans in Fixed Rate Group 2) and a single  payment of the
remaining loan balances  approximately  5, 7, 10, and 15 years,  with respect to
the Mortgage  Loans in Fixed Rate Group 1, and 7, 10 and 15 years,  with respect
to the Mortgage Loans in Fixed Rate Group 2 and the Adjustable  Rate Group after
origination,  respectively.  All of  such  balloon  loans  provide  for  Monthly
Payments based on an  amortization  schedule  specified in the related  Mortgage
Note and have a final  balloon  payment  no  earlier  than 82  months  following
origination  and no later  than 180  months  following  origination.  Each other
Mortgage  Note will  provide  for a  schedule  of  substantially  equal  Monthly
Payments  which are, if timely paid,  sufficient to fully amortize the principal
balance of such Mortgage Note on or before its maturity date;

            (g) Each Mortgage  relating to a Mortgage Loan in Fixed Rate Group 1
and Fixed Rate  Group 2 is a valid and  subsisting  first or second  lien on the
Mortgaged  Property subject,  in the case of any second Mortgage Loan, only to a
first lien on such Mortgaged Property,  and each Mortgage relating to a Mortgage
Loan in the Adjustable  Rate Group is a valid and  subsisting  First Lien on the
Mortgaged  Property,  and  subject in all cases to the  exceptions  to title set
forth in the title insurance policy or the other evidence of title enumerated in
SECTION 2.04(D), with respect to the related Mortgage Loan, which exceptions are
generally  acceptable  to second  mortgage  lending  companies,  and such  other
exceptions to which  similar  properties  are commonly  subject and which do not
individually, or in the aggregate,  materially and adversely affect the benefits
of the  security  intended  to be provided by such  Mortgage.  If the  Mortgaged
Property  is held in an  Illinois  Land Trust (a "Land  Trust  Mortgage),  (i) a
natural person is the  beneficiary of such Illinois Land Trust,  and either is a
party to the Mortgage  Note or is a guarantor  thereof,  in either  case,  in an
individual capacity, and not in the capacity of trustee or otherwise,  and, if a
party to the Mortgage  Note, is jointly and severally  liable under the Mortgage
Note;  (ii) the Mortgagor is the trustee of such Illinois Land Trust, is a party
to the Mortgage Note and is the mortgagor  under the Mortgage in its capacity as
such trustee and not otherwise; (iii) a land trust trustee, duly qualified under
applicable law to serve as such,  has been properly  designated and currently so
serves  and is named as such in the land  trust  agreement  and such  trustee is
named in the Land Trust Mortgage as Mortgagor; (iv) all fees and expenses of the
land trust trustee which have previously  become due or owing have been paid and
no such fees or expenses are or will become payable by the Certificateholders or
the Trust Fund;  (v) the  beneficiary  is solely  obligated  to pay any fees and
expenses  of the land trust  trustee  and the  priority  of the lien of the Land
Trust  Mortgage  is not and will not be subject or  subordinate  to any  amounts
owing to the land trust trustee;  (vi) the Mortgaged Property is occupied by the
beneficiary under the land trust agreement (if indicated to be owner occupied on
the Mortgage Loan Schedule) and, if such land trust  agreement  terminates,  the
beneficiary  will  become  the  owner  of  the  Mortgaged  Property;  (vii)  the
beneficiary  is obligated to make payments  under the related  Mortgage Note and
(subject  to  applicable  law)  will  have  personal  liability  for  deficiency
judgments;  (viii)  the Land  Trust  Mortgages  and  assignments  of  beneficial
interest  relating to land trusts in the Mortgage  Pool were made in  compliance
with their respective land trust agreements,  were validly entered into by their
respective land trust trustee or beneficiary and did not, do not currently,  and
will not in the future,  violate any  provision of their  respective  land trust
agreement; (ix) a UCC financing statement has been filed, continued, and will be
continued,  without  intervening  liens,  as the first lien upon the  beneficial
interest in the Land Trust Mortgage;  (x) each assignment of beneficial interest
with respect to Land Trust  Mortgages  in the  Mortgage  Pool was at the time of
respective  assignment the only  assignment of such  beneficial  interest in the
land trust,  such  assignment was accepted by the respective land trust trustee,
to  the  best  of  the  Depositors'  knowledge,  subsequent  assignments  of the
beneficial  interest in whole or in part have not been made, and such subsequent
assignments  of the  beneficial  interest or any part thereof are not  permitted
pursuant to a written  agreement  between  the  respective  beneficiary  and the
Mortgagee,  until the  expiration of the Mortgage Note in each  respective  land
trust;  (xi) the Land  Trust  Mortgages  are the  first or  second  liens on the
Mortgaged Properties; no liens are in place against the beneficial interests, or
any part  thereof,  of any Land  Trust  Mortgage  or  collateral  assignment  of
beneficial  interest,  which  liens are  superior  to the  interest  held by the
related  Depositor;  and the  beneficiary  or land trust  trustee is  forbidden,
pursuant  to a written  agreement  between  the  beneficiary  or the land  trust
trustee (as applicable) and the Mortgagee, from using the land trust property or
beneficial  interest,  or any part of either,  as security for any other debt of
the same priority as or senior to such Land Trust  Mortgage until the expiration
date of its respective  Mortgage Note; and (xii) the terms and conditions of the
land trust agreement do not prevent the free and absolute  marketability  of the
Mortgaged Property. As of the Cut-off Date,  approximately 5.29% of the Mortgage
Loans in Fixed Rate Group 1, approximately  4.35% of the Mortgage Loans in Fixed
Rate Group 2 and  approximately  13.18% of the Mortgage  Loans in the Adjustable
Rate Group were related to Land Trust Mortgages;

            (h) Except with respect to liens released  immediately  prior to the
transfer herein  contemplated,  immediately prior to the transfer and assignment
herein  contemplated,  the applicable Depositor held good and indefeasible title
to, and was the sole owner of, each  Mortgage  Loan  conveyed by such  Depositor
subject to no liens, charges,  mortgages,  encumbrances or rights of others; and
immediately upon the transfer and assignment  herein  contemplated,  the Trustee
for the benefit of the Certificateholders will hold good and indefeasible title,
to,  and  be  the  sole  owner  of,   each   Mortgage   Loan   (other  than  the
Representative's  Yield and amounts  received  on or after the Cut-off  Date) in
respect of  interest  accrued  prior to the  Cut-off  Date  subject to no liens,
charges, mortgages, encumbrances or rights of others;

            (i) Approximately 0.19% of the Mortgage Loans in Fixed Rate Group 1,
approximately  0.14% of the Mortgage Loans in Fixed Rate Group 2 and none of the
Mortgage Loans in the Adjustable Rate Group (excluding  Bankruptcy Loans) are 30
or more  days  contractually  delinquent;  none  of the  Mortgage  Loans  in the
Mortgage  Pool are 60 to 89 days  contractually  delinquent or more than 89 days
contractually  delinquent;  and none of the Mortgage  Loans in the Mortgage Pool
(excluding Bankruptcy Loans) have been 30 or more days contractually  delinquent
more than once in the 12 months preceding the Cut-off Date. For purposes of this
representation  and warranty "30 or more days  contractually  delinquent"  means
that a Monthly  Payment  due on a Due Date was unpaid as of the end of the month
of the next succeeding Due Date or following Due Dates.  Approximately  0.09% of
the Mortgage  Loans in Fixed Rate Group 1, none of the  Mortgage  Loans in Fixed
Rate Group 2 and none of the  Mortgage  Loans in the  Adjustable  Rate Group are
Bankruptcy Loans. Except for the Mortgage Loans listed on EXHIBIT G, to the best
of such Depositor's knowledge, none of the Mortgage Loans is subject to a Plan;

            (j) To the  best of such  Depositor's  knowledge,  (i)  there  is no
delinquent  tax or  assessment  lien on any  Mortgaged  Property  and (ii)  each
Mortgaged Property is free of material damage and is in average repair;

            (k) No Mortgage Loan is subject to any right of rescission, set-off,
counterclaim or defense,  including the defense of usury, nor will the operation
of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any
right thereunder,  render either the Mortgage Note or the Mortgage unenforceable
in  whole  or  in  part,  or  subject  to  any  right  of  rescission,  set-off,
counterclaim  or defense,  including the defense of usury,  and no such right of
rescission,  set-off,  counterclaim  or defense has been  asserted  with respect
thereto;

            (l)  To  the  best  of  such  Depositor's  knowledge,  there  is  no
mechanics'  lien or claim for work,  labor or material  affecting  any Mortgaged
Property  which is or may be a lien  prior to, or equal  with,  the lien of such
Mortgage except those which are insured  against by the title  insurance  policy
referred to in SECTION 3.02(N) below;

            (m)  Each  Mortgage  Loan at the time it was  made  complied  in all
material  respects  with  applicable  state and  federal  laws and  regulations,
including,  without  limitation,  usury, equal credit opportunity and disclosure
laws;

            (n) With respect to each Mortgage Loan, other than any Mortgage Loan
secured by a second  priority lien and having a Principal  Balance not in excess
of $50,000 and listed on EXHIBIT V hereto,  a written  commitment for a lender's
title insurance  policy,  issued in standard  American Land Title Association or
California Land Title  Association  form, or other form customary and acceptable
in a particular  jurisdiction,  by a title insurance company  acceptable to FNMA
and FHLMC and authorized to transact  business in the state in which the related
Mortgaged  Property is situated,  together  with a condominium  endorsement,  if
applicable,  in an amount at least equal to the  original  Principal  Balance of
such Mortgage Loan insuring the mortgagee's  interest under the related Mortgage
Loan as the  holder of a valid  first or second  mortgage  lien of record on the
real  property  described in the  Mortgage,  subject only to  exceptions  of the
character referred to in SECTION 3.02(G) above, was effective on the date of the
origination of such Mortgage Loan,  and, as of the Closing Date, such commitment
will be valid and thereafter the policy issued pursuant to such commitment shall
continue  in full force and  effect or,  with  respect  to  Mortgage  Properties
located in  jurisdictions  in which it is customary and  acceptable to obtain an
assurance of title in lieu of a title insurance policy,  such assurance of title
has been obtained;

            (o) The improvements  upon each Mortgaged  Property are covered by a
valid and existing hazard insurance policy with a generally  acceptable  carrier
that provides for fire and extended coverage  representing coverage described in
SECTIONS 5.07 AND 5.08;

            (p) A flood  insurance  policy is in  effect  with  respect  to each
Mortgaged Property with a generally acceptable carrier in an amount representing
coverage  described in SECTIONS 5.07 OR 5.08,  if and to the extent  required by
SECTION 5.07 OR 5.08;

            (q) Each Mortgage and Mortgage Note is the legal,  valid and binding
obligation of the maker thereof and is enforceable in accordance with its terms,
except  only as such  enforcement  may be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors'  rights  generally  and by  general  principles  of  equity  (whether
considered  in a proceeding  or action in equity or at law),  and all parties to
each  Mortgage  Loan had full  legal  capacity  to  execute  all  Mortgage  Loan
documents and convey the estate therein purported to be conveyed;

            (r) The  applicable  Depositor  has directed the Servicer to perform
any and all acts required to be performed to preserve the rights and remedies of
the  Trustee  in  any  insurance  policies  applicable  to  the  Mortgage  Loans
including,   without  limitation,   any  necessary  notifications  of  insurers,
assignments of policies or interests therein,  and establishments of co-insured,
joint loss payee and mortgagee rights in favor of the Trustee;

            (s) No more than approximately  0.05% of the Mortgage Loans in Fixed
Rate Group 1,  approximately  0.64% of the Mortgage  Loans in Fixed Rate Group 2
and approximately  0.75% of the Mortgage Loans in the Adjustable Rate Group, are
secured by Mortgaged  Properties  located within any single  five-digit zip code
area within the State of  California.  No more than  approximately  0.35% of the
Mortgage Loans in Fixed Rate Group 1, approximately  1.19% of the Mortgage Loans
in Fixed  Rate  Group 2 and  approximately  1.22% of the  Mortgage  Loans in the
Adjustable Rate Group,  are secured by Mortgaged  Properties  located within any
single five-digit zip code area outside the State of California;

            (t) At least  approximately  97.93% of the  Mortgage  Loans in Fixed
Rate Group 1,  approximately  99.54% of the Mortgage Loans in Fixed Rate Group 2
and approximately 98.54% of the Mortgage Loans in the Adjustable Rate Group, are
secured by an Owner Occupied Mortgaged Property;

            (u) The terms of the Mortgage  Note and the  Mortgage  have not been
impaired,  altered or  modified  in any  material  respect,  except by a written
instrument  which has been recorded or is in the process of being  recorded,  if
necessary, to protect the interests of the Trustee and which has been or will be
delivered to the Trustee.  The substance of any such  alteration or modification
is reflected on the Mortgage Loan Schedule. Each original Mortgage was recorded,
and  all  subsequent  assignments  of the  original  Mortgage  (other  than  the
Assignment to the Trustee) have been recorded in the  appropriate  jurisdictions
wherein  such  recordation  is  necessary to perfect the lien thereof as against
creditors of the  Depositors  (or,  subject to SECTION  2.04 hereof,  are in the
process of being recorded);

            (v) No  instrument  of  release  or  waiver  has  been  executed  in
connection with the Mortgage Loan, and no Mortgagor has been released,  in whole
or in part;

            (w)  To  the  best  of  such  Depositor's   knowledge,   all  taxes,
governmental  assessments,   insurance  premiums,  water,  sewer  and  municipal
charges,  leasehold  payments or ground  rents which  previously  became due and
owing have been paid,  or an escrow of funds has been  established  in an amount
sufficient  to pay for every such item which  remains  unpaid and which has been
assessed  but is not yet due and  payable.  Except for payments in the nature of
escrow payments, including without limitation, taxes and insurance payments, the
Servicer has not advanced funds, or induced, solicited or knowingly received any
advance of funds by a party other than the  Mortgagor,  directly or  indirectly,
for the payment of any amount  required  by the  Mortgage,  except for  interest
accruing  from  the date of the  Mortgage  Note or date of  disbursement  of the
Mortgage proceeds,  whichever is greater, to the day which precedes by one month
the Due Date of the first installment of principal and interest. With respect to
Mortgaged Properties that are the subject of a ground lease, to the best of such
Depositor's knowledge,  all lease rents, other payments or assessments that have
become due have been paid and the Mortgagor is not in material default under any
other  provisions  of the lease and the lease is valid,  in good standing and in
full force and effect;

            (x)  To  the  best  of  such  Depositor's  knowledge,  there  is  no
proceeding  pending or threatened for the total or partial  condemnation  of the
Mortgaged  Property,  nor is such a  proceeding  currently  occurring,  and such
property is undamaged by waste, fire,  earthquake or earth movement,  windstorm,
flood,  tornado or other  casualty,  so as to affect  adversely the value of the
Mortgaged  Property as security for the  Mortgage  Loan or the use for which the
premises were intended;

            (y)  To  the  best  of  such  Depositor's  knowledge,   all  of  the
improvements  which were included for the purpose of  determining  the appraised
value of the Mortgaged  Property lie wholly within the  boundaries  and building
restriction lines of such property,  and no improvements on adjoining properties
encroach upon the Mortgaged Property;

            (z) To the  best  of  such  Depositor's  knowledge,  no  improvement
located  on or being  part of the  Mortgaged  Property  is in  violation  of any
applicable zoning law or regulation.  To the best of such Depositor's knowledge,
all inspections,  licenses and  certificates  required to be made or issued with
respect to all occupied portions of the Mortgaged  Property and, with respect to
the use and occupancy of the same,  including but not limited to certificates of
occupancy and fire  underwriting  certificates,  have been made or obtained from
the  appropriate  authorities  and the Mortgaged  Property is lawfully  occupied
under applicable law;

            (aa) The  proceeds of the Mortgage  Loan have been fully  disbursed,
and there is no obligation on the part of the mortgagee to make future  advances
thereunder. Any and all requirements as to completion of any on-site or off-site
improvements  and as to  disbursements  of any escrow funds  therefor  have been
complied  with.  All costs,  fees and expenses  incurred in making or closing or
recording the Mortgage Loans were paid;

            (bb) The related  Mortgage  Note is not and has not been  secured by
any  collateral,  pledged  account  or  other  security  except  the lien of the
corresponding Mortgage;

            (cc)  No Mortgage Loan was originated under a buydown plan;

            (dd) There is no obligation on the part of the applicable  Depositor
or any other party to make payments in addition to those made by the Mortgagor;

            (ee) With respect to each Mortgage  constituting  a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses  are or will become  payable by the  Trustee to the trustee  under such
deed of trust,  except in connection  with a trustee's sale after default by the
Mortgagor.  If the  Mortgaged  Property is held in an Illinois  Land Trust,  the
trustee thereof is duly qualified under applicable law to serve as such, and has
been properly designated and currently so serves, and no fees or expenses are or
will become payable by the Trustee to such trustee;

            (ff) No Mortgage Loan has a shared  appreciation  feature,  or other
contingent interest feature;

            (gg) With respect to each Mortgage Loan secured by a second priority
lien, the related First Lien requires equal monthly payments,  or if it bears an
adjustable interest rate, the monthly payments for the related First Lien may be
adjusted not more frequently than once every six months;

            (hh) With respect to each Mortgage Loan secured by a second priority
lien,  either (i) no consent for the Mortgage  Loan is required by the holder of
the related  First Lien or (ii) such consent has been  obtained and is contained
in the Mortgage File;

            (ii) The  maturity  date of each  Mortgage  Loan secured by a second
priority  lien is prior to the maturity  date of the related  First Lien if such
First Lien provides for a balloon payment;

            (jj) All parties  which have had any interest in the Mortgage  Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest,  were) (1) in compliance  with
any and all applicable  licensing  requirements of the laws of the state wherein
the Mortgaged  Property is located,  and (2)(A) organized under the laws of such
state, or (B) qualified to do business in such state, or (C) federal savings and
loan  associations or national banks having principal  offices in such state, or
(D)  not  doing  business  in  such  state  so as to  require  qualification  or
licensing;

            (kk)  The   Mortgage   contains  a  customary   provision   for  the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event the related  security  for the  Mortgage  Loan is sold  without the
prior consent of the mortgagee thereunder;

            (ll) Any future  advances made prior to (and  excluding) the Cut-off
Date have been consolidated with the outstanding principal amount secured by the
Mortgage,  and the secured  principal  amount,  as consolidated,  bears a single
interest rate and single  repayment term reflected on the Mortgage Loan Schedule
(or single  method of  determining  the Mortgage  Interest Rate if such Mortgage
Loan is in the Adjustable Rate Group).  The  consolidated  principal amount does
not exceed the original principal amount of the Mortgage Loan. The Mortgage Note
does not  permit  or  obligate  the  Servicer  to make  future  advances  to the
Mortgagor at the option of the Mortgagor;

            (mm)  The  related  Mortgage  contains   customary  and  enforceable
provisions  which render the rights and remedies of the holder thereof  adequate
for the  realization  against  the  Mortgaged  Property  of the  benefits of the
security,  including,  (i) in the  case of a  Mortgage  designated  as a deed of
trust,  by  trustee's  sale,  and (ii)  otherwise  by judicial  or  non-judicial
foreclosure. There is no homestead or other exemption available to the Mortgagor
which would materially  interfere with the right to sell the Mortgaged  Property
at a trustee's  sale or the right to foreclose the Mortgage  except as set forth
in the Prospectus;

            (nn) Except for  bankruptcy-related  defaults  under the  Bankruptcy
Loans, to the best of such Depositor's knowledge,  there is no default,  breach,
violation or event of  acceleration  existing  under the Mortgage or the related
Mortgage  Note and no event  which,  with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default,  breach,
violation or event of acceleration;  and neither the Servicer nor the applicable
Depositor has waived any default, breach, violation or event of acceleration;

            (oo) All parties to the  Mortgage  Note and the  Mortgage  had legal
capacity to execute the Mortgage  Note and the Mortgage and each  Mortgage  Note
and Mortgage have been duly and properly executed by such parties;

            (pp) All amounts received on and after the Cut-off Date with respect
to the Mortgage  Loans that are required to be deposited  into the Principal and
Interest Account pursuant to SECTION 5.03 have been so deposited;

            (qq) Each  Mortgage  Loan was  originated  and  underwritten  by, or
purchased and  re-underwritten  by, the Representative or by an affiliate of the
Representative;

            (rr) As of the Cut-off Date,  each Mortgage Loan  conforms,  and all
Mortgage  Loans in the  aggregate  conform,  in all  material  respects,  to the
description thereof set forth in the Prospectus,  including all statistical data
provided therein in tabular format or otherwise;

            (ss) The Mortgage Loans were not selected by the  Originators or the
Depositors   for   transfer   to  the   Trustee   (for   the   benefit   of  the
Certificateholders)  hereunder  on any basis  intended to  adversely  affect the
assets of the Trust;

            (tt)  A  full  interior   inspection   appraisal  was  performed  in
connection with each Mortgaged Property;  provided,  that for certain loans with
Combined  Loan-To-Value  Ratios less than 85% and balances less than $50,000 and
certain second Mortgage Loans with Combined  Loan-To-Value Ratios less than 90%,
interior inspections may not be included;

            (uu) The Mortgage Interest Rate for each Mortgage Loan in Fixed Rate
Group 1 is not less than 5.00% per annum and the Mortgage Interest Rate for each
Mortgage  Loan in Fixed  Rate  Group 2 is not less than  8.52% per annum and the
Mortgage  Interest Rate for each Mortgage Loan in Fixed Rate Group 1 is not more
than 18.95% per annum and the Mortgage  Interest  Rate for each Mortgage Loan in
Fixed Rate Group 2 is not more than 15.90% per annum; none of the Mortgage Loans
in the  Adjustable  Rate Group have current  Mortgage  Interest  Rates less than
5.75%;

            (vv) The gross margin for each Mortgage Loan in the Adjustable  Rate
Group is not less than 2.75% per annum and not more than  10.30% per annum.  All
of Mortgage Loans in the Adjustable Rate Group have periodic  adjustment caps of
1.00%;

            (ww) Each hazard  insurance  policy required to be maintained  under
SECTION 5.07 of this  Agreement  with respect to such  Mortgage Loan is a valid,
binding,  enforceable and subsisting insurance policy of its respective kind and
is in full force and effect;

            (xx) If the Mortgaged  Property consists of a leasehold estate,  the
Mortgage covers property  improvements and the Mortgagor's leasehold interest in
the land upon  which such  improvements  are  situated;  at  origination  of the
Mortgage  Loan the term of the  leasehold  estate was  scheduled  to last for at
least ten years  beyond  the  maturity  date of the  Mortgage  or  provided  for
perpetual  renewal  covenants;   the  leasehold  estate  is  assignable  by  the
Mortgagee; and the lease is valid and in full force and effect;

            (yy)  To the  best  of  such  Depositors'  knowledge,  no  Mortgaged
Property was, at  origination,  located  within a 1 mile radius of any site with
material environmental or hazardous waste risks;

            (zz) With  respect  to each  Bankruptcy  Loan,  (a)  except  for the
Bankruptcy  Loans  specified on EXHIBIT G, as of the Cut-off Date, the Mortgagor
is not  contractually  delinquent  more than 30 days with respect to any payment
due under the related  Plan,  (b) the Current CLTV is less than or equal to 85%,
and (c) either (i) if the Current CLTV is between 60% and 85%, as of the Cut-off
Date, the Mortgagor has made at least six consecutive payments under the related
Plan or (ii) if the Current CLTV is less than 60%, as of the Cut-off  Date,  the
Mortgagor has made at least three consecutive payments under the related Plan;

            (aaa) With respect to each Mortgage Loan which was originated in the
State of Alabama  (each,  an "Alabama  Loan") (i) each such Alabama Loan was (A)
originated and underwritten by EquiCredit Corporation/Ala. & Miss. ("EQCC/ALA. &
MISS.") or (B) purchased and  re-underwritten by EQCC/Ala.  & Miss. from another
lender (each  originating  entity, an "ALABAMA  Originator"),  (ii) with respect
each such  Alabama  Loan  secured by second  mortgages,  (A) the total  "prepaid
finance  charge"  (as  defined in  Regulation  Z  promulgated  under the Federal
Truth-in-Lending  Act) paid by the  related  Mortgagor  to the  related  Alabama
Originator plus (B) any yield spread premium ("RATE  PARTICIPATION") paid by the
Alabama  Originator did not exceed 5% of the original  Principal Balance of such
Alabama Loan, (iii) the original Principal Balance of such Alabama Loan exceeded
$2000,  (iv) the aggregate of all points and broker's fees did not exceed 10% of
the original  principal  balance of the Mortgage Loan, (v) no "referral fee" (as
defined  in  Regulation  X  promulgated  under the Real  Estate  Settlement  and
Procedures  Act) was paid to any third party by the related  Alabama  Originator
with  respect to such  Alabama  Loan,  (vi) such  Alabama Loan and the manner in
which it was originated  fully complied with Alabama law, and (vii) such Alabama
Loan was not originated in such a manner,  and neither the related Mortgage Note
nor Mortgage  contain any  provisions,  that would cause such Alabama Loan to be
deemed  unconscionable  under  Alabama  law;  the  aggregate of all such Alabama
Mortgage  Loans does not exceed  approximately  0.08% of the  Mortgage  Loans in
Fixed  Rate  Group 1. None of the  Mortgage  Loans in Fixed Rate Group 2 and the
Adjustable Rate Group are Alabama Mortgage Loans;

            (bbb) Except as  specified in EXHIBIT Y, none of the Mortgage  Loans
were  originated  in  connection  with the sale of  properties  acquired  by the
Originators through foreclosure;

            (ccc) With  respect to each  Mortgage  Loan in the  Adjustable  Rate
Group,  the CLTV does not exceed 100% and with respect to each  Mortgage Loan in
Fixed Rate Group 1 and Fixed Rate Group 2, the CLTV does not exceed 100%;

            (ddd) Except for the  Mortgage  Loans listed on EXHIBIT T, as of the
Cut-off Date none of the Mortgage  Loans are subject to the Home  Ownership  and
Equity  Protection  Act of 1994;  all notices  required to be  delivered  to the
related  Mortgagor  pursuant to the Home Ownership and Equity  Protection Act of
1994 have been  delivered with respect to each Mortgage Loan listed on EXHIBIT T
and all other  requirements  of that Act have been  complied  with for each such
Mortgage Loan;

            (eee) Each Mortgage Loan in the Adjustable Rate Group was originated
by a savings and loan association,  savings bank, commercial bank, credit union,
insurance company,  or similar institution which is supervised and examined by a
Federal or State  authority,  or by a  mortgagee  approved by the  Secretary  of
Housing and Urban  Development  pursuant to Sections 203 and 211 of the National
Housing Act;

            (fff) Each Mortgage Loan  constitutes a "qualified  mortgage" within
the  meaning  of  Section  860G(a)(3)  of the Code.  For this  purpose,  Section
860G(a)(3) of the Code shall be applied  without regard to the rule contained in
Treasury  Regulations Section  1.860G-2(f)(2)  which treats a defective mortgage
loan as a "qualified  mortgage" under certain  circumstances.  Accordingly,  the
Transferors represent and warrant that each Mortgage Loan is directly secured by
a Mortgage on residential real property, and either (1) substantially all of the
proceeds of such  Mortgage  Loan were used to acquire,  improve or protect  such
residential real property and such interest in residential real property was the
sole security for such Mortgage Loan as of the Testing Date (as defined  below),
or (2) the fair market value of the interest in real property which secures such
Mortgage Loan was at least equal to 80% of the principal  amount of the Mortgage
Loan (a) as of the Testing Date or (b) as of the Closing  Date.  For purposes of
the previous sentence,  (1) the fair market value of the referenced  interest in
real  property  shall  first be  reduced  by (a) the  amount of any lien on such
interest in real property that is senior to the lien of the Mortgage  Loan,  and
(b) a proportionate amount of any lien on such interest in real property that is
on a parity with the Mortgage Loan, and (2) the "Testing Date" shall be the date
on which the referenced  Mortgage Loan was  originated  unless (a) such Mortgage
Loan was modified after the date of its origination in a manner that would cause
a  "significant  modification"  of such  Mortgage  Loan  within  the  meaning of
Treasury   Regulations   Section   1.1001-3(e),   and  (b)   such   "significant
modification"  did not occur at a time when such Mortgage Loan was in default or
when default  with respect to such  Mortgage  Loan was  reasonably  foreseeable.
However,  if the  referenced  Mortgage Loan has been subjected to a "significant
modification" after the date of its origination and at a time when such Mortgage
Loan was not in default or when default with respect to such  Mortgage  Loan was
not reasonably foreseeable,  the "Testing Date" shall be the date upon which the
latest such "significant modification" occurred;

            (ggg) The  Depositors  have no reason to believe  that any  Mortgage
Loan as of the  Cut-off  Date that is 30 or more days  contractually  delinquent
will not be brought current or will become  delinquent again after it is brought
current; and

            (hhh)  The  representations  and  warranties  with  respect  to  the
Mortgage  Loans and Mortgage Pool set forth in SECTION  3.02(A)  through  (GGG),
inclusive,  have  been  made  to the  Depositors  by  the  Originators  and  the
Representative  pursuant to SECTION  3.02(A)  through (GGG),  inclusive,  of the
Transfer Agreement with respect to the Mortgage Loans and the Mortgage Pool, and
the Certificate Insurer is entitled to rely thereon.

            Section 3.03      PURCHASE AND SUBSTITUTION.

            It is understood and agreed that the  representations and warranties
set forth in SECTIONS 3.01 AND 3.02 shall survive transfer of the Mortgage Loans
and delivery of the Certificates hereunder. Upon discovery by any Depositor, the
Servicer,  any Subservicer,  any Custodian, a Responsible Officer of the Trustee
or the  Certificate  Insurer  of a  breach  of any of such  representations  and
warranties which materially and adversely affects the value of Mortgage Loans or
the interest of the Trustee, the  Certificateholders or the Certificate Insurer,
or which  materially  and adversely  affects the  interests of the Trustee,  the
Certificate Insurer, or the  Certificateholders  in the related Mortgage Loan in
the case of a representation and warranty relating to a particular Mortgage Loan
(notwithstanding   that  such  representation  and  warranty  was  made  to  the
Depositors' best knowledge), the party discovering such breach shall give prompt
written notice to the others.  Within 60 days of the earlier of its discovery or
its  receipt  of  notice of any  breach of a  representation  or  warranty,  the
Servicer  shall (a)  promptly  cure,  or cause the  applicable  Depositor or the
applicable  Originator  to cure,  such breach in all material  respects,  or (b)
purchase,  or  cause  the  applicable  Depositor  or  applicable  Originator  to
purchase,  such  Mortgage  Loan by  depositing  in the  Principal  and  Interest
Account,  on the next  succeeding  Determination  Date, in the manner and at the
price specified in SECTION  2.06(B),  or by causing the applicable  Depositor or
the  applicable  Originator  to  substitute,  one or more  Qualified  Substitute
Mortgage Loans,  provided such  substitution is effected not later than the date
which is two years  after  the  Closing  Date.  Any such  substitution  shall be
accompanied by payment of the Substitution  Adjustment,  if any, to be deposited
in the Principal and Interest Account.

            As to any Deleted  Mortgage  Loan for which a  Qualified  Substitute
Mortgage  Loan  or  Loans  is  substituted,   the  Servicer  shall  effect  such
substitution  by  delivering  to the Trustee or the  Custodian  on behalf of the
Trustee,  a  certification  in the form of EXHIBIT B attached  to the  Custodial
Agreement, executed by a Servicing Officer and delivering to the Trustee (or the
Custodian on behalf of the  Trustee,  with a copy of such  certification  to the
Trustee) a copy of such certification,  the documents  constituting the Mortgage
File for such Qualified Substitute Mortgage Loan or Loans and a trust receipt of
the Custodian as to the Substitute Mortgage Loan or Loans.

            The Servicer shall deposit in the Principal and Interest Account all
payments received in connection with such Qualified  Substitute Mortgage Loan or
Loans after the date of such substitution;  PROVIDED,  HOWEVER, that any amounts
received  after the date of  substitution  in respect of interest  accrued on or
prior to the date of  substitution  on such Qualified  Substitute  Mortgage Loan
will constitute the property of the related Depositor or Originator, as the case
may be. Monthly Payments received with respect to Qualified  Substitute Mortgage
Loans on or before the date of substitution  will be retained by the Servicer on
behalf of the related Depositor or related  Originator,  as the case may be. The
Trustee will own, for the benefit of the  Certificateholders and the Certificate
Insurer,  all payments  received on the Deleted  Mortgage  Loan on or before the
date  of  substitution,  and  the  Servicer  on  behalf  of  the  Depositors  or
Originator,  as the case may be,  shall  thereafter  be  entitled  to retain all
amounts  subsequently  received in respect of such Deleted  Mortgage  Loan.  The
Servicer shall give written notice to the Trustee,  the  Representative  and the
Certificate  Insurer that such  substitution has taken place and shall amend the
Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from
the terms of this  Agreement and the  substitution  of the Qualified  Substitute
Mortgage Loan. Upon such substitution,  such Qualified  Substitute Mortgage Loan
or Loans shall be subject to the terms of this  Agreement in all  respects,  and
the  Depositors  shall be deemed to have made  with  respect  to such  Qualified
Substitute  Mortgage  Loan  or  Loans,  as of  the  date  of  substitution,  the
covenants,  representations  and warranties set forth in SECTIONS 3.01 AND 3.02.
On the date of such  substitution,  the  applicable  Depositor or the applicable
Originator,  as the case may be, will remit to the  Servicer,  and the  Servicer
will deposit into the  Principal  and Interest  Account,  an amount equal to the
Substitution Adjustment, if any.

            It is understood and agreed that the obligations of the Servicer set
forth in SECTIONS  2.06 AND 3.03 to cure,  purchase or substitute or cause to be
cured,  purchased or  substituted  for a defective  Mortgage Loan as provided in
SECTIONS  2.06 AND  3.03  constitute  the  sole  remedies  of the  Trustee,  the
Certificate  Insurer  and the  Certificateholders  respecting  a  breach  of the
foregoing representations and warranties.

            Any cause of action against either of the Depositors or the Servicer
relating to or arising  out of a defect in a Mortgage  File as  contemplated  by
SECTION  2.06  or the  breach  of any  representations  and  warranties  made in
SECTIONS 3.01 OR 3.02 shall arise as to any Mortgage Loan upon the occurrence of
not less than all of the  following  events:  (i)  discovery  of such  defect or
breach by any party and notice  thereof to the Servicer or notice thereof by the
Servicer  to the  Trustee  and the  Certificate  Insurer,  (ii)  failure  by the
Servicer  to cure or cause to be cured  such  defect or breach  or  purchase  or
substitute  or  cause to be  purchased  or  substituted  such  Mortgage  Loan as
specified  above,  and (iii)  demand  upon the  Servicer  by the  Trustee or the
Certificate  Insurer for all amounts  payable in respect of such Mortgage  Loan.
The party  delivering  such  notice  shall  also  deliver a copy  thereof to the
Certificate Insurer.

            The Trustee shall give prompt  written  notice to Moody's,  S&P, the
Certificate  Insurer  and  to  each   Certificateholder  of  any  repurchase  or
substitution made pursuant to this SECTION 3.03 or SECTION 2.06(B).

<PAGE>


                                  ARTICLE IV

                               THE CERTIFICATES

            Section 4.01      THE CERTIFICATES.

            (a) The Class A-1F,  Class A-2F, Class A-3F, Class A-4F, Class A-5F,
Class A-6F,  Class A-7F, Class A-1A, Class X, Class R-I, Class R-II, Class R-III
and Class R-IV  Certificates  shall be substantially in the forms annexed hereto
as EXHIBITS B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8, B-9,  B-10,  B-11,  B-12 and
B-13,  respectively.  The  Class A  Certificates  shall  be  issued  in  minimum
denominations of $1,000 and in integral  multiples of $1 in excess thereof.  The
Class X Certificates shall be issued in minimum  denominations of 25% Percentage
Interest and in integral multiples of 1% Percentage  Interest in excess thereof.
The Class R-I,  Class  R-II,  Class R-III and Class R-IV  Certificates  shall be
issued in a minimum denomination of 100% Percentage  Interest.  All Certificates
shall be executed by manual or  facsimile  signature on behalf of the Trustee by
at least one authorized  officer and authenticated by the manual signature of an
authorized officer.  Certificates bearing the signatures of individuals who were
at the time of the execution of the Certificates the authorized  officers of the
Trustee shall bind the Trustee,  notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the delivery of such Certificates
or did not hold such offices at the date of such Certificates.  All Certificates
issued hereunder shall be dated the date of their authentication.

            (b) The  Class A  Certificates,  upon  original  issuance,  shall be
issued in the form of a typewritten  Certificate  or  Certificates  representing
Book-Entry  Certificates,  to be delivered to the Depository or, pursuant to the
Depository's  instructions  on behalf of the Depository to, and deposited  with,
the  Certificate  Custodian.  Such Class A  Certificate  or  Certificates  shall
initially be registered on the  Certificate  Register in the name of Cede & Co.,
the nominee of the initial  Depository,  and no  Certificate  Owner of a Class A
Certificate  or  Certificates  shall  receive a definitive  Class A  Certificate
representing  such  Certificate  Owner's  interest in such Class A  Certificate,
except as  provided  in  SECTION  4.01(C).  Unless  and until  definitive  fully
registered Class A Certificates (the "DEFINITIVE  Certificates") shall have been
issued to Certificate Owners pursuant to SECTION 4.01(C):

               (i) the  provisions  of  this  SECTION 4.01(B)  shall  be in full
      force and effect;

               (ii) the Certificate  Registrar and the Trustee shall be entitled
      to deal with the Depository for all purposes of this Agreement  (including
      the  payment of  principal  of and  interest on the  Certificates  and the
      giving of instructions or directions  hereunder) as the sole Holder of the
      Class A  Certificates,  and shall have no  obligation  to the  Certificate
      Owners with respect thereto;

               (iii) to the extent that the  provisions of this SECTION  4.01(B)
      conflict with any other  provisions of this  Agreement,  the provisions of
      this SECTION 4.01(B) shall control;

               (iv) the rights of the  Certificate  Owners  with  respect to the
      Class A  Certificates  shall be exercised  only through the Depository and
      shall be limited to those  established by law and agreements  between such
      Certificate Owners and the Depository and/or the Depository  Participants.
      Unless and until  Definitive  Certificates  are issued pursuant to SECTION
      4.01(C),  the initial Depository will make book-entry  transfers among the
      Depository  Participants and receive and transmit payments of principal of
      and interest on the Class A Certificates to such Depository Participants;

               (v) whenever this  Agreement  requires  or permits  actions to be
      taken based upon  instructions  or directions  of Holders of  Certificates
      evidencing a specified aggregate Percentage Interest, the Depository shall
      be deemed to  represent  such  percentage  only to the extent  that it has
      received  instructions  to such  effect  from  Certificate  Owners  and/or
      Depository  Participants  owning  or  representing,   respectively,   such
      required  aggregate  Percentage  Interest of Class A Certificates  (taking
      into   account   the   proviso    contained   in   the    definition    of
      "Certificateholder"  contained herein) and has delivered such instructions
      to the Trustee; and

               (vi)  whenever  a notice  or other  communication  to the Class A
      Certificateholders  is  required  under this  Agreement,  unless and until
      Definitive  Certificates  shall  have been  issued to  Certificate  Owners
      pursuant to SECTION  4.01(C),  the Trustee shall give all such notices and
      communications  specified herein to be given to Class A Certificateholders
      to the Depository and shall have no further  obligation to the Certificate
      Owners of the Class A Certificates.

PROVIDED,  HOWEVER,  that the  provisions  of this SECTION  4.01(B) shall not be
applicable  in respect of Class A  Certificates  issued to the  Depositors.  The
Depositors  or the Trustee may set a record date for the purpose of  determining
the identity of Holders of Class A  Certificates  entitled to vote or to consent
to any action by vote as provided in this Agreement;

            (c) The Class X, Class R-I,  Class R-II,  Class R-III and Class R-IV
Certificates  shall be  issued  in the  form of  Definitive  Certificates.  With
respect to the Class A Certificates,  if (i) the Servicer advises the Trustee in
writing that the Depository is no longer  willing or able to properly  discharge
its responsibilities with respect to the Class A Certificates,  and the Servicer
is unable to locate a  qualified  successor;  (ii) the  Servicer  at its  option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Depository;  or (iii) after the occurrence of a Servicer Default,  a
Majority in Aggregate  Voting Interest advise the Depository in writing that the
continuation  of a book-entry  system through the Depository is no longer in the
best interests of the Certificate  Owners of the Class A Certificates,  then the
Depository shall notify all Certificate Owners and the Trustee of the occurrence
of any  such  event  and of  the  availability  of  Definitive  Certificates  to
Certificate  Owners  requesting  the same.  Upon surrender to the Trustee of the
typewritten Certificate or Certificates representing the Book-Entry Certificates
by the Depository,  accompanied by registration instructions,  the Trustee shall
execute and  authenticate  the Definitive  Certificates  in accordance  with the
instructions  of the  Depository.  Neither  the  Certificate  Registrar  nor the
Trustee shall be liable for any delay in delivery of such  instructions  and may
conclusively  rely on, and shall be protected in relying on, such  instructions.
Upon the issuance of Definitive  Certificates,  the Trustee shall  recognize the
Holders of the Definitive Certificates as Certificateholders.

            Section 4.02  REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

            (a) The  Trustee  shall  cause to be kept at its office or agency in
Chicago,  Illinois, or at its designated agent, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, it shall provide for
the  registration of Certificates and of transfers and exchanges of Certificates
as herein provided.  The Certificate Register shall contain the name, remittance
instructions,  Class and Percentage Interest of each Certificateholder,  as well
as the Series and the number in the Series.

            (b) Except as provided in Section 4.02(c), no transfer, sale, pledge
or other  disposition of a Class X, Class R-I, Class R-II,  Class R-III or Class
R-IV  Certificate  shall be made unless  such  transfer,  sale,  pledge or other
disposition is exempt from the  registration  requirements of the Securities Act
of 1933, as amended (the "ACT"),  and any applicable state securities laws or is
made in  accordance  with said Act and laws.  In the event that a transfer  of a
Class X, Class R-I, Class R-II,  Class R-III or Class R-IV  Certificate is to be
made under this Section  4.02(b),  (i) the  Depositors may direct the Trustee to
require  an  Opinion  of  Counsel  acceptable  to  and  in  form  and  substance
satisfactory  to the Trustee and the Depositors that such transfer shall be made
pursuant to an  exemption,  describing  the  applicable  exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee,  the Depositors
or the Servicer and (ii) the Trustee shall  require the  transferee to execute a
representation letter,  substantially in the form of Exhibit M-2 hereto, and the
Trustee  shall  require  the  transferor  to  execute a  representation  letter,
substantially in the form of Exhibit M-3 hereto,  each acceptable to and in form
and substance  satisfactory to the Depositors and the Trustee  certifying to the
Depositors  and  the  Trustee  the  facts   surrounding  such  transfer,   which
representation letters shall not be an expense of the Trustee, the Depositors or
the Servicer,  provided that such representation  letter will not be required in
connection  with any transfer of any such  Certificate  by the  Depositors to an
affiliate of the Depositors.  Any such Certificateholder desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, the Depositors,
the Certificate  Insurer and the Servicer  against any liability that may result
if the  transfer  is not so  exempt  or is not  made  in  accordance  with  such
applicable federal and state laws.

            (c)  Transfers  of Class X, Class R-I,  Class R-II,  Class R-III and
Class R-IV  Certificates  may be made in accordance with this Section 4.02(c) if
the  prospective  transferee  of a  Certificate  provides  the  Trustee  and the
Depositors with an investment  letter  substantially  in the form of Exhibit M-4
attached hereto, which investment letter shall not be an expense of the Trustee,
the Depositors or the Servicer,  and which investment  letter states that, among
other things,  such transferee is a "qualified  institutional  buyer" as defined
under  Rule  144A.  Such  transfers  shall be deemed to have  complied  with the
requirements of Section 4.02(b) hereof;  provided,  however, that no Transfer of
any of the  Certificates  may be made  pursuant to this  Section  4.02(c) by the
Depositors.  Any such Certificateholder  desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Depositors and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such applicable federal and state laws.

            (d) Each Person who has or who acquires any Ownership  Interest in a
Residual  Certificate  shall be deemed by the  acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
execute all  instruments  of transfer  and to do all other  things  necessary in
connection  with any such sale,  and the  rights of each  Person  acquiring  any
Ownership  Interest  in a  Residual  Certificate  are  expressly  subject to the
following provisions:

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

            (2)   In  connection  with any  proposed  Transfer of any  Ownership
Interest in a Residual  Certificate,  the Trustee shall require  delivery to it,
and shall not register the Transfer of any such Residual  Certificate  until its
receipt of, an affidavit  and agreement (a "TRANSFER  AFFIDAVIT AND  AGREEMENT")
attached  hereto  as  Exhibit  M-1 from  the  proposed  Transferee,  in form and
substance satisfactory to the Trustee,  representing and warranting, among other
things, that such Transferee is a Permitted Transferee, that it is not acquiring
its Ownership  Interest in such Residual  Certificate that is the subject of the
proposed  Transfer  as a nominee,  trustee or agent for any Person that is not a
Permitted  Transferee,  that for so long as it retains its Ownership Interest in
such Residual  Certificate,  it will endeavor to remain a Permitted  Transferee,
and that it has reviewed the provisions of this Section 4.02(d) and agrees to be
bound by them.

            (3)   Notwithstanding  the  delivery  of a  Transfer  Affidavit  and
Agreement by a proposed  Transferee  under clause (2) above,  if the Trustee has
actual knowledge that the proposed Transferee is not a Permitted Transferee,  no
Transfer of an Ownership  Interest in a Residual  Certificate  to such  proposed
Transferee shall be effected.

            (4)   Each  Person holding or acquiring any Ownership  Interest in a
Residual  Certificate  shall  agree (x) to  require  a  Transfer  Affidavit  and
Agreement  from any other  Person to whom such Person  attempts to transfer  its
Ownership  Interest in such  Residual  Certificate  and (y) not to transfer  its
Ownership Interest unless it provides a certificate  (attached hereto as Exhibit
J) to the Trustee stating that,  among other things,  it has no actual knowledge
that such other Person is not a Permitted Transferee.

            (5)   The  Trustee  will  register  the  Transfer  of  any  Residual
Certificate only if it shall have received the Transfer  Affidavit and Agreement
and all of such other  documents as shall have been  reasonably  required by the
Trustee as a  condition  to such  registration.  In  addition,  no Transfer of a
Residual  Certificate  shall be made  unless the Trustee  shall have  received a
representation letter from the Transferee of such Certificate to the effect that
such  Transferee  is not a  Disqualified  Non-United  States Person and is not a
Disqualified  Organization  or an agent of  either.  Transfers  of the  Residual
Certificates  to  Disqualified   Non-United   States  Persons  and  Disqualified
Organizations or their agents are prohibited.

            (6)   Any  attempted or purported transfer of any Ownership Interest
in a Residual  Certificate  in violation of the  provisions of this Section 4.02
shall be  absolutely  null and void and shall  vest no  rights in the  purported
transferee.  If any  purported  transferee  shall  become a Holder of a Residual
Certificate in violation of the  provisions of this Section 4.02,  then the last
preceding Permitted Transferee shall be restored to all rights as Holder thereof
retroactive  to  the  date  of   registration   of  transfer  of  such  Residual
Certificate.  The Trustee  shall notify the  Depositors  upon receipt of written
notice or discovery by a Responsible  Officer that the  registration of transfer
of a  Residual  Certificate  was not in fact  permitted  by this  Section  4.02.
Knowledge  shall not be imputed to the Trustee with respect to an  impermissible
transfer in the absence of such a written  notice or discovery by a  Responsible
Officer.  The  Trustee  shall  be  under  no  liability  to any  Person  for any
registration of transfer of a Residual Certificate that is in fact not permitted
by this Section 4.02 or for making any payments due on such  Certificate  to the
Holder  thereof or taking any other action with respect to such Holder under the
provisions  of this  Agreement  so long as the  transfer  was  registered  after
receipt of the related Transfer Affidavit and Transfer Certificate.  The Trustee
shall be  entitled,  but not  obligated to recover from any Holder of a Residual
Certificate that was in fact not a Permitted  Transferee at the time it became a
Holder  or,  at  such  subsequent  time  as it  became  other  than a  Permitted
Transferee,  all payments made on such Residual  Certificate at and after either
such time.  Any such  payments so  recovered  by the  Trustee  shall be paid and
delivered by the Trustee to the last preceding Holder of such Certificate.

            (e) The Trustee shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions,  all information  necessary
to compute any tax imposed as a result of the transfer of an ownership  interest
in a Residual Certificate to any Person who is a Disqualified Organization or an
agent thereof,  including the information  regarding "excess inclusions" of such
Residual  Certificates  required to be provided to the Internal  Revenue Service
and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5)
and  1.860E-2(a)(5).  The Trustee may charge and shall be entitled to reasonable
compensation  for  providing  such  information  as may be  required  from those
Persons  which  may  have  had a tax  imposed  upon  them as  specified  in this
paragraph for providing such information.

            (f) No transfer of a Class X, Class R-I, Class R-II,  Class R-III or
Class R-IV  Certificate  or any interest  therein  shall be made to any employee
benefit plan or other retirement  arrangement,  including individual  retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans,  accounts or  arrangements  are invested,  that is
subject to the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA"),  or  the  Code  (each,  an  "ERISA  PLAN"),  unless  the  prospective
transferee  of such  Certificate  provides  the  Servicer and the Trustee with a
certification of facts and, at the prospective  transferee's expense, an Opinion
of Counsel which  establish to the  satisfaction of the Servicer and the Trustee
that such  transfer  will not result in a  violation  of Section 406 of ERISA or
Section  4975 of the Code or cause the  Servicer  or the  Trustee to be deemed a
fiduciary of such ERISA Plan or result in the  imposition of an excise tax under
Section  4975  of  the  Code.  In the  absence  of  their  having  received  the
certification  of facts or  Opinion  of Counsel  contemplated  by the  preceding
sentence,  the Trustee and the Servicer shall require the prospective transferee
of any Class X, Class R-I, Class R-II,  Class R-III or Class R-IV Certificate to
certify in the form of Exhibit  M-2 or Exhibit M-4 that (A) it is neither (i) an
ERISA Plan nor (ii) a Person  who is  directly  or  indirectly  purchasing  such
Certificate on behalf of, as named  fiduciary of, as trustee of, or with assets,
of an  ERISA  Plan  or (B) in the  case  of the  Class  X  Certificates,  if the
prospective  transferee  is  an  insurance  company,  all  funds  used  by  such
transferee  to  purchase  such  Certificates  will  be  funds  held  by it in an
"insurance  company general account" (as such term is defined in Section V(e) of
Prohibited  Transaction Class Exemption 95-60 ("PTE 95-60"),  60 Fed. Reg. 35925
(July 12,  1995) and there is no ERISA Plan with  respect to which the amount of
such general  account's  reserves and liabilities for the contract(s) held by or
on behalf of such ERISA Plan and all other  ERISA Plans  maintained  by the same
employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by
the same  employee  organization  exceeds 10% of the total of all  reserves  and
liabilities  of such  general  account  (as such  amounts are  determined  under
Section I(a) of PTE 95-60) at the date of acquisition.

            (g) Subject to the  restrictions  set forth in this Agreement,  upon
surrender  for  registration  of  transfer of any  Certificate  at the office or
agency of the Trustee  located in New York,  New York or Chicago  Illinois,  the
Trustee shall  execute,  authenticate  and deliver in the name of the designated
transferee or  transferees,  a new  Certificate of the same Class and Percentage
Interest and dated the date of authentication by the Trustee.  The Trustee shall
notify   the   Servicer   of  any  such   transfer.   At  the   option   of  the
Certificateholders,  Certificates  may be exchanged  for other  Certificates  of
Authorized Denominations of a like aggregate Percentage Interest, upon surrender
of the  Certificates to be exchanged at such office.  Whenever any  Certificates
are so surrendered  for exchange,  the Trustee shall execute,  authenticate  and
deliver the  Certificates  which the  Certificateholder  making the  exchange is
entitled  to  receive.  No  service  charge  shall be made for any  transfer  or
exchange  of  Certificates,  but  the  Trustee  may  require  payment  of a  sum
sufficient  to cover  any tax or  governmental  charge  that may be  imposed  in
connection  with any  transfer  or exchange of  Certificates.  All  Certificates
surrendered for transfer and exchange shall be canceled by the Trustee.

            Section 4.03      MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

            If (i) any mutilated  Certificate is surrendered to the Trustee,  or
the Trustee receives  evidence to its  satisfaction of the destruction,  loss or
theft of any  Certificate,  and (ii) there is  delivered to the Servicer and the
Trustee  such  security or  indemnity,  which may include a letter of  indemnity
delivered by an insurance company  reasonably  acceptable to the Trustee and the
Servicer,  as may be  required  by each of them to save  each of them  harmless,
then,  in the  absence  of  notice to the  Servicer  and the  Trustee  that such
Certificate  has been  acquired  by a bona fide  purchaser,  the  Trustee  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  Percentage  Interest,  but  bearing a number  not  contemporaneously
outstanding.  Upon the issuance of any new Certificate  under this SECTION 4.03,
the  Servicer  and the Trustee 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 connected  therewith.  Any duplicate  Certificate
issued pursuant to this SECTION 4.03 shall constitute  complete and indefeasible
evidence of ownership in the Trust, as if originally issued,  whether or not the
mutilated, destroyed, lost or stolen Certificate shall be found at any time.

            Section 4.04      PERSONS DEEMED OWNERS.

            Prior to due  presentation  of a  Certificate  for  registration  of
transfer,  the Servicer,  the Depositors and the Trustee may treat the Person in
whose name any  Certificate is registered as the owner of such  Certificate  for
the purpose of receiving  remittances pursuant to SECTION 6.05 and for all other
purposes whatsoever,  and the Servicer, the Depositors and the Trustee shall not
be affected by notice to the contrary.

            Section 4.05      DETERMINATION OF LIBOR.

            (a) On each LIBOR  Determination  Date, the Trustee shall  determine
LIBOR on the basis of the  British  Bankers'  Association  "Interest  Settlement
Rate" for one-month  deposits in U.S.  dollars as found on Telerate page 3750 as
of 11:00 A.M.  London time on such LIBOR  Determination  Date.  As used  herein,
"Telerate page 3750" means the display  designated as page 3750 on the Dow Jones
Telerate  Service.  If such rate does not appear on Telerate Page 3750, the rate
for that date will be  determined  on the basis of the rates at which  one-month
United States dollars are offered by the Reference Banks at approximately  11:00
a.m.,  London time, on that day to prime banks in the London  interbank  market.
The Trustee will request the  principal  London  office of each of the Reference
Banks to provide a quotation of its rate.  If at least two such  quotations  are
provided,  the rate for that date will be the arithmetic mean of the quotations.
If fewer than two quotations  are provided as requested,  the rate for that date
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Servicer,  at  approximately  11:00 a.m., New York City time, on
that day for one-month loans in United States dollars to leading European banks.

            (b) The Class A-1A  Pass-Through Rate applicable to the then current
and the immediately  preceding  Accrual Period may be obtained by any Class A-1A
Certificateholder,  by telephoning  the Trustee at its Corporate Trust Office at
1-800-934-6802.

            (c) On each LIBOR  Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Accrual Period.


                                  ARTICLE V

              ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

            Section 5.01      DUTIES OF THE SERVICER.

            (a) It is intended  that each Trust  REMIC  formed  hereunder  shall
constitute, and that the affairs of each Trust REMIC shall be conducted so as to
qualify it as a REMIC as defined in and in accordance with the REMIC Provisions.
In  furtherance  of such  intention,  the Servicer  covenants and agrees that it
shall not knowingly or intentionally  take any action or omit to take any action
that would cause the termination of the REMIC status of any Trust REMIC.

            (b) The Servicer,  as independent  contract servicer,  shall service
and  administer  the  Mortgage  Loans and shall have full  power and  authority,
acting  alone,  to do any and all things in connection  with such  servicing and
administration which the Servicer may deem necessary or desirable and consistent
with the terms of this  Agreement.  The  Servicer  may enter  into  Subservicing
Agreements  for any  servicing  and  administration  of Mortgage  Loans with any
entity which is in compliance with the laws of each state necessary to enable it
to perform its obligations  under such  Subservicing  Agreement and (x) has been
designated  an  approved  Seller-Servicer  by FHLMC or FNMA for first and second
mortgage  loans,  or (y) is an  affiliate  or  wholly  owned  subsidiary  of the
Servicer. The Servicer shall give notice to the Depositors,  the Trustee and the
Certificate  Insurer  of  the  appointment  of  any  Subservicer  other  than  a
Subservicer  which is an affiliate or  wholly-owned  subsidiary of the Servicer.
Any such  Subservicing  Agreement  shall be consistent  with and not violate the
provisions of this  Agreement.  The Servicer  shall be entitled to terminate any
Subservicing  Agreement  in  accordance  with the terms and  conditions  of such
Subservicing  Agreement and either itself directly  service the related Mortgage
Loans or enter into a Subservicing  Agreement with a successor subservicer which
qualifies hereunder.

            (c)   Notwithstanding  any  Subservicing   Agreement,   any  of  the
provisions of this Agreement relating to agreements or arrangements  between the
Servicer and  Subservicer or reference to actions taken through a Subservicer or
otherwise,  the Servicer  shall remain  obligated  and  primarily  liable to the
Depositors,  the Trustee, the Certificate Insurer and the Certificateholders for
the servicing and  administering  of the Mortgage  Loans in accordance  with the
provisions of this Agreement without  diminution of such obligation or liability
by  virtue  of such  Subservicing  Agreements  or  arrangements  or by virtue of
indemnification  from the  Subservicer and to the same extent and under the same
terms and conditions as if the Servicer  alone were servicing and  administering
the Mortgage Loans. For purposes of this Agreement, the Servicer shall be deemed
to have received  payments on Mortgage Loans when the  Subservicer  has received
such payments. The Servicer shall be entitled to enter into any agreement with a
Subservicer for indemnification of the Servicer by such Subservicer, and nothing
contained  in  this   Agreement   shall  be  deemed  to  limit  or  modify  such
indemnification  or limit or modify  indemnification  provided  by the  Servicer
herein.

            (d) Any  Subservicing  Agreement  that may be  entered  into and any
transactions or services  relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an  Originator  shall be deemed to be between
the  Subservicer and the Servicer alone,  and the Depositors,  the Trustee,  the
Certificate Insurer and  Certificateholders  shall not be deemed parties thereto
and shall  have no  claims,  rights,  obligations,  duties or  liabilities  with
respect to the Subservicer except as set forth in SECTION 5.01(E).

            (e) In the event the Servicer  shall for any reason no longer be the
Servicer  (including  by reason  of a  Servicer  Default),  the  Trustee  or its
designee  shall,  subject to SECTION 10.02 hereof,  thereupon  assume all of the
rights and  obligations of the Servicer under each  Subservicing  Agreement that
the Servicer may have entered into,  unless the Trustee  elects to terminate any
Subservicing  Agreement.  If the  Trustee  does  not  terminate  a  Subservicing
Agreement,  the Trustee,  its designee or the successor servicer for the Trustee
shall be deemed to have assumed all of the  Servicer's  interest  therein and to
have replaced the Servicer as a party to each Subservicing Agreement to the same
extent as if the  Subservicing  Agreements  had been  assigned  to the  assuming
party,  except that the Servicer  shall not thereby be relieved of any liability
or obligations  under the Subservicing  Agreements.  The Servicer at its expense
and without right of reimbursement therefor, shall, upon request of the Trustee,
deliver  to the  assuming  party all  documents  and  records  relating  to each
Subservicing  Agreement  and the  Mortgage  Loans  then  being  serviced  and an
accounting  of  amounts  collected  and  held by it and  otherwise  use its best
efforts  to effect  the  orderly  and  efficient  transfer  of the  Subservicing
Agreements to the assuming party.

            (f) Consistent  with the terms of this  Agreement,  the Servicer may
waive,  modify  or  vary  any  term  of any  Mortgage  Loan  or  consent  to the
postponement  of strict  compliance  with any such term or in any  manner  grant
indulgence  to any  Mortgagor if in the  Servicer's  determination  such waiver,
modification,  postponement  or  indulgence  is not  materially  adverse  to the
interests of the Depositors, the Certificateholders and the Certificate Insurer;
PROVIDED,  HOWEVER, that (unless (x) the Mortgagor is in default with respect to
the  Mortgage  Loan,  or such  default  is,  in the  judgment  of the  Servicer,
reasonably  foreseeable  and (y) with respect to any  modification  lowering the
Mortgage  Interest Rate (or, with respect to any Mortgage Loan in the Adjustable
Rate Group, a  modification  to the method of  determination  which may result a
lower Mortgage  Interest  Rate) or effecting the  forgiveness of any amount owed
under the Mortgage  Note, or extending the final  maturity date on such Mortgage
Loan, the Certificate  Insurer has consented to such  modification and notice of
such  modification  has been delivered to the Rating  Agencies) the Servicer may
not permit any modification  with respect to any Mortgage Loan that would change
the Mortgage  Interest  Rate,  defer  (except as  permitted by SECTION  5.11) or
forgive the payment of any principal or interest  (unless in connection with the
liquidation  of the related  Mortgage  Loan),  extend the final maturity date or
modify  any other  material  term of the  Mortgage  Loan,  unless  such  waiver,
modification,  postponement or indulgence  would not be considered to constitute
the  acquisition  by REMIC I of a new mortgage loan under  Treasury  Regulations
Section  1.860G-2(b).  No costs  incurred by the Servicer or any  Subservicer in
respect of  Servicing  Advances  shall,  for the  purposes of  distributions  to
Certificateholders,  be added to the Principal  Balance of the related  Mortgage
Loan for purposes of this  Agreement.  Without  limiting the  generality  of the
foregoing,  and subject to the consent of the Certificate  Insurer, the Servicer
shall continue, and is hereby authorized and empowered to execute and deliver on
behalf of the Trustee,  all instruments of satisfaction or  cancellation,  or of
partial or full release,  discharge and all other comparable  instruments,  with
respect to the Mortgage Loans and with respect to the Mortgaged  Properties.  If
reasonably required by the Servicer (as evidenced by an Officer's Certificate of
the Servicer to such effect delivered to the Trustee), the Trustee shall furnish
the  Servicer  with any powers of  attorney  and other  documents  necessary  or
appropriate to enable the Servicer to carry out its servicing and administrative
duties under this Agreement.

            Notwithstanding  anything  to the  contrary  contained  herein,  the
Servicer,  in servicing and  administering  the Mortgage Loans,  shall employ or
cause to be  employed  procedures  (including  collection,  foreclosure  and REO
Property  management  procedures) and exercise the same care that it customarily
employs and exercises in servicing and administering  mortgage loans for its own
account,  in accordance  with accepted second  mortgage  servicing  practices of
prudent lending  institutions  and giving due  consideration to the Depositor's,
the Certificate Insurer's and Certificateholders' reliance on the Servicer.

            Notwithstanding  anything  to the  contrary  contained  herein,  the
Servicer may reimburse  itself for Servicing  Advances  pursuant to SECTION 5.04
and may pay all or a portion of any Servicing  Advance out of excess  amounts on
deposit in the Principal and Interest  Account and held for future  distribution
on the date such Servicing  Advance is made; any excess amounts so used shall be
replaced by the Servicer by deposit to the Principal and Interest  Account on or
before the next succeeding Determination Date.

            (g) On and after such time as the Trustee  receives the  resignation
of, or notice of the removal of, the  Servicer  from its rights and  obligations
under this Agreement,  and with respect to any  resignation  pursuant to SECTION
9.04, after receipt of the Opinion of Counsel required pursuant to SECTION 9.04,
the Trustee or its designee  shall assume all of the rights and  obligations  of
the Servicer,  subject to SECTION 9.02 hereof.  The Servicer shall, upon request
of the Trustee but at the  expense of the  Servicer,  deliver to the Trustee all
documents  and  records  relating to the  Mortgage  Loans and an  accounting  of
amounts collected and held by the Servicer and otherwise use its best efforts to
effect the orderly and efficient transfer of servicing rights and obligations to
the assuming party.

            (h) The Servicer  shall  prepare,  file and furnish all  information
returns required to be provided under sections 6050H, 6050J and 6050P of Code in
respect of the Mortgage Loans, the Mortgaged Property and the REO Property.

            Section 5.02      LIQUIDATION OF MORTGAGE LOANS.

            In the event that any  payment due under any  Mortgage  Loan and not
postponed  pursuant  to SECTION  5.01 is not paid when the same  becomes due and
payable,  or in the event the Mortgagor  fails to perform any other  covenant or
obligation  under  the  Mortgage  Loan and such  failure  continues  beyond  any
applicable grace period, the Servicer shall take such action as it shall deem in
its good faith business  judgment to be in the best interest of the  Depositors,
the Certificate Insurer and the  Certificateholders  and otherwise in accordance
with the  accepted  second  mortgage  servicing  practices  of  prudent  lending
institutions.  The Servicer in  accordance  with the  provisions of SECTION 5.10
shall foreclose upon or otherwise comparably effect the ownership in the name of
the Trustee for the benefit of the  Certificateholders  of Mortgaged  Properties
relating to defaulted  Mortgage Loans as to which no  satisfactory  arrangements
can be made for collection of delinquent payments;  PROVIDED,  HOWEVER, that the
Servicer shall not be obligated to foreclose in the event that the Servicer,  in
its good faith reasonable business judgment,  determines that it would not be in
the best interests of the Depositors,  the Certificateholders or the Certificate
Insurer, which judgment shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Certificate  Insurer. In connection with such foreclosure
or  other  conversion,  the  Servicer  shall  exercise  and use  collection  and
foreclosure  procedures  with the  same  degree  of care  and  skill as it would
exercise or use under the  circumstances in the conduct of its own affairs.  Any
amounts  advanced in  connection  with such  foreclosure  or other  action shall
constitute "SERVICING ADVANCES."

            After a Mortgage  Loan has become a Liquidated  Mortgage  Loan,  the
Servicer shall promptly  prepare and forward to the Depositors,  the Trustee and
the  Certificate  Insurer a Liquidation  Report,  in the form attached hereto as
EXHIBIT O,  detailing the  Liquidation  Proceeds  received  from the  Liquidated
Mortgage Loan, expenses incurred with respect thereto,  and any loss incurred in
connection therewith.

            Section 5.03      ESTABLISHMENT  OF  PRINCIPAL AND INTEREST ACCOUNT;
DEPOSITS IN PRINCIPAL AND INTEREST ACCOUNT.

            (a) The Servicer,  for the benefit of the Certificateholders and the
Certificate  Insurer,  as their  interests  may  appear,  shall  (x) cause to be
established  and maintained  one or more Principal and Interest  Accounts in the
name  of  the  Trustee,   which  shall  be  Eligible  Accounts,   which  may  be
interest-bearing,  titled  "EQCC Home Equity  Loan Trust  1999-3  Principal  and
Interest Account", bearing an additional designation clearly indicating that the
funds deposited  therein are held for the benefit of the  Certificateholders  or
(y) so long as EquiCredit is acting as Servicer and the  conditions set forth in
clauses (b)(i),  (ii) and (iii) below are met, cause to be maintained an account
for deposit of the amounts set forth below,  which account is not required to be
an Eligible Account or invested in Permitted Investments and may be a commingled
account  containing other Servicer funds, but which account shall otherwise be a
"Principal  and  Interest  Account"  for all  purposes of this  Agreement to the
extent of funds therein  deposited  pursuant to the terms of this Agreement.  In
the event clause (y) is applicable,  (i) the Servicer  shall  maintain  separate
books and records with respect to allotments relating to this Agreement that are
deposited in such Principal and Interest  Account and shall  separately  account
for all amounts  relating to this Agreement that are deposited or withdrawn from
such account and (ii) amounts  deposited in such Principal and Interest  Account
may be used for any  purposes,  provided,  that the  Servicer  shall  cause  all
payments  required  to be made  under  this  Agreement  from the  Principal  and
Interest Account to be paid. The Principal and Interest  Accounts referred to in
clause  (x) above  shall be insured by the Bank  Insurance  Fund or the  Savings
Association  Insurance  Fund of the  FDIC,  as the case may be,  to the  maximum
extent  provided by law. The  creation of any  Principal  and  Interest  Account
referred to in clause (x) shall be evidenced  by a letter  agreement in the form
of EXHIBIT P hereto.  A copy of such letter  agreement shall be furnished by the
Servicer  to the  Depositors,  the  Trustee  and the  Certificate  Insurer.  The
Servicer shall use reasonable  efforts to deposit (without  duplication)  within
one Business  Day, and shall in any event  deposit  within two Business  Days of
receipt thereof, in the Principal and Interest Account and retain therein:

               (i) all payments received on or after the Cut-off Date on account
      of principal  on the  Mortgage  Loans and all  Principal  Prepayments  and
      Curtailments collected on or after the Cut-off Date;

               (ii) (a) all  payments  received on or after the Cut-off  Date on
      account of interest  accrued on the Mortgage Loans on or after the Cut-off
      Date and (b) Pre-Plan Interest Payments;

               (iii) all Net Liquidation Proceeds;

               (iv) all Insurance Proceeds;

               (v)all Released Mortgaged Property Proceeds;

               (vi) any amounts  payable in connection  with the purchase of any
      Mortgage Loan and the amount of any  Substitution  Adjustment  pursuant to
      SECTIONS 2.06 AND 3.03;

               (vii) any amount  required to be deposited in the  Principal  and
      Interest Account pursuant to SECTION 5.04, 5.07, 5.08 OR 5.10; and

               (viii) all payments  made by the  Servicer  pursuant to the final
      paragraph  of SECTION  5.01(F) to replace  any amount  withdrawn  from the
      Principal and Interest Account to make Servicing Advances.

            In making the  deposits  set forth in  clauses  (i)  through  (viii)
(inclusive) above, the Servicer shall note in its records the respective amounts
deposited  with  respect  to Fixed  Rate  Group 1,  Fixed  Rate  Group 2 and the
Adjustable Rate Group.  The foregoing  requirements for deposit in the Principal
and Interest  Account shall be exclusive,  it being  understood and agreed that,
without limiting the generality of the foregoing,  with respect to each Mortgage
Loan, the Representative's Yield, amounts received on and after the Cut-off Date
in respect of interest  accrued on the Mortgage  Loans prior to the Cut-off Date
(other than amounts referred to in SECTION 5.03(II)(B)), the Servicing Fee, late
payment  charges and assumption  fees, to the extent  permitted by SECTIONS 7.01
AND  7.03,  Excess  Proceeds,  and  any  amounts  received  after  the  date  of
substitution of a Qualified Substitute Mortgage Loan pursuant to SECTION 2.06 OR
3.03 in respect of interest accrued on such Qualified  Substitute  Mortgage Loan
on or prior to the date of substitution (except to the extent taken into account
in calculating the Substitution  Adjustment with respect  thereto),  need not be
deposited  by the Servicer in the  Principal  and  Interest  Account.  Except as
permitted in Section  5.03(a)  amounts on deposit in the  Principal and Interest
Account  shall be held  uninvested  or  shall be  invested  by the  Servicer  in
Permitted  Instruments.  Any investment  earnings on funds held in the Principal
and Interest  Account  shall be for the account of the  Servicer.  Any reference
herein to amounts on deposit in the Principal  and Interest  Account shall refer
to amounts net of such investment earnings.

            (b)  Notwithstanding  clause (x) of SECTION 5.03(A),  for so long as
EquiCredit  is acting as the Servicer,  the Servicer  shall be permitted to make
deposits into an account of the type described in clause (y) of SECTION  5.03(A)
if the specific  terms and conditions set forth below are satisfied and only for
so long as such terms and conditions are satisfied:

               (i) there exists no Servicer Default;

               (ii) if  EquiCredit  does not have a short term debt rating of at
      least "A-1" from S&P and "P-1" from Moody's, a guaranty, letter of credit,
      surety bond or other similar  instrument is issued covering  remittance to
      the  Collection  Account of  Collections  received  during any Due Period,
      which  instrument is acceptable to the Rating Agencies and the Certificate
      Insurer  and is  issued  by an  entity  which  has a  short-term  debt  or
      certificate of deposit rating,  as applicable,  of at least "A-1" from S&P
      and "P-1" from Moody's; and

               (iii) EquiCredit, the Trustee, the Depositors and the Certificate
      Insurer  shall not have  received any notice from S&P or Moody's that such
      arrangement  will result in a reduction or  withdrawal of the then current
      rating on the  Certificates  without regard to the  Certificate  Insurance
      Policy by either S&P or Moody's.

            (c) In the  event  that,  at any time the  conditions  set  forth in
SECTION  5.03(B) are not  satisfied,  the Servicer shall  forthwith  cause to be
established a Principal and Interest  Account meeting the requirements of clause
(x) of SECTION 5.03(A),  and the Servicer shall deposit therein all amounts then
on deposit in any account  maintained by the Servicer  pursuant to clause (y) of
SECTION 5.03(A) (such account, an "Ineligible  Account") which were deposited in
the Ineligible Account pursuant to this Agreement.

            Section 5.04      PERMITTED   WITHDRAWALS  FROM  THE  PRINCIPAL  AND
INTEREST ACCOUNT.

            The Servicer shall withdraw or cause to be withdrawn  funds from the
Principal and Interest  Account (or, so long as a Principal and Interest Account
is maintained pursuant to SECTION 5.03(A), note on its books that such funds are
no longer funds with respect to the  Principal  and Interest  Account),  for the
following purposes:

               (i) to remit  to  the  Trustee  for  deposit  into  the  REMIC  I
      Distribution  Account on the third Business Day prior to the  Distribution
      Date,  the sum of the amounts set forth in SECTION  5.03  deposited in the
      Principal and Interest  Account  during the related Due Period  (excluding
      any amounts not  required to be deposited  in the  Principal  and Interest
      Account  pursuant to SECTION 5.03 and excluding  any amounts  withdrawn by
      the Servicer  pursuant to CLAUSES (II),  (III),  (V), (VI),  (VII) AND (X)
      below as of the related Determination Date);

               (ii) to reimburse  itself for any accrued unpaid  Servicing Fees,
      for unreimbursed  Servicing Advances and, with respect to any Advance made
      by the Servicer from its own funds,  any unreimbursed  Advance;  provided,
      that any  withdrawal  of accrued  unpaid  Servicing  Fees pursuant to this
      SECTION  5.04(II)  shall be used first by the  Servicer to pay any amounts
      due to the Trustee  pursuant to this  Agreement.  The Servicer's  right to
      reimbursement  for  unpaid  Servicing  Fees  and  unreimbursed   Servicing
      Advances  shall be limited to late  collections  on the  related  Mortgage
      Loan,  including   Liquidation   Proceeds,   Released  Mortgaged  Property
      Proceeds, Insurance Proceeds and such other amounts as may be collected by
      the  Servicer  from the related  Mortgagor  or  otherwise  relating to the
      Mortgage Loan in respect of which such unreimbursed Advances are owed. The
      Servicer's rights to reimbursement for any unreimbursed  Advances shall be
      limited to  collections  of interest on any Mortgage  Loan with respect to
      which an Advance was made or from late collections on such Mortgage Loans,
      including  Liquidation  Proceeds,  Released  Mortgaged  Property Proceeds,
      Insurance  Proceeds  and such  other  amounts as may be  collected  by the
      Servicer from the related Mortgagors or otherwise relating to the Mortgage
      Loans in  respect  of which  such  unreimbursed  amounts  are owed.  It is
      understood  that the Servicer's  right to  reimbursement  pursuant  hereto
      shall  be  prior  to  the   rights  of   Certificateholders   unless   the
      Representative  is the  Servicer  and the  Servicer  or any  Depositor  or
      Originator is required to purchase or substitute (or cause to be purchased
      or  substituted)  a Mortgage  Loan  pursuant to SECTIONS 2.06 AND 3.03, in
      which case the Servicer's right to such reimbursement  shall be subsequent
      to the deposit into the  Principal  and  Interest  Account of the purchase
      price or Substitution Adjustment pursuant to such SECTIONS 2.06 AND 3.03;

               (iii) to withdraw any amount  received  from a Mortgagor  that is
      recoverable  and  sought to be  recovered  as a voidable  preference  by a
      trustee in  bankruptcy  pursuant to the United States  Bankruptcy  Code in
      accordance with a final,  nonappealable  order of a court having competent
      jurisdiction;

               (iv) (a) to make  investments  in Permitted  Instruments  and (b)
      after  effecting  the  remittance  to the  Trustee as  provided in SECTION
      5.04(I),  to pay  to  itself  interest  earned  in  respect  of  Permitted
      Instruments or on funds deposited in the Principal and Interest Account;

               (v)to withdraw any funds  deposited in the Principal and Interest
      Account that were not required to be deposited  therein (such as Servicing
      Compensation) or were deposited therein in error;

               (vi) to pay itself  Servicing  Compensation  pursuant  to SECTION
      7.03 hereof to the extent not retained or paid pursuant to SECTION 5.03;

               (vii)  to  withdraw  funds  necessary  for the  conservation  and
      disposition  of REO  Property  pursuant to the third  paragraph of SECTION
      5.10 hereof to the extent such funds were  deposited in the  Principal and
      Interest Account;

               (viii) to utilize any excess funds on deposit to make any Advance
      pursuant to SECTION 6.08 or any  Servicing  Advance  pursuant to the final
      paragraph of SECTION 5.01(F);

               (ix) to clear and terminate  the  Principal and Interest  Account
      upon the  termination of this  Agreement and allocate the amounts  therein
      pursuant to the priority set forth in SECTION 6.05(D); and

               (x)to effect,  with respect to a Bankruptcy  Loan, the remittance
      to the Depositor  transferring such Bankruptcy Loan, of an amount equal to
      the excess,  if any, of (a) Pre-Plan  Interest  Payments  collected in the
      preceding  Due Period with  respect to such  Bankruptcy  Loan over (b) the
      interest  accrued in such preceding Due Period,  but uncollected as of the
      last day of such Due Period, with respect to such Bankruptcy Loan.

            In making the  withdrawals  set forth in  clauses  (i)  through  (x)
(inclusive)  above, the Servicer shall note (when applicable) in its records the
respective  amounts  withdrawn with respect to Fixed Rate Group 1 and Fixed Rate
Group 2 and the Adjustable Rate Group. So long as no Servicer Default shall have
occurred and be continuing, the funds held in the Principal and Interest Account
may be  invested  by the  Servicer  (to the  extent  practicable)  in  Permitted
Instruments,  as directed in writing to the Trustee by the  Servicer.  In either
case,  funds  in the  Principal  and  Interest  Account  must be  available  for
withdrawal without penalty, and any Permitted  Instruments must mature not later
than the Business Day  immediately  preceding the day on which such funds are to
be remitted to the Trustee  for  deposit in the  Collection  Account,  but in no
event later than the Business Day immediately  preceding the Determination  Date
next following the date of such investment  (except,  in each case, that if such
Permitted  Instrument  is an obligation of the  institution  that  maintains the
Principal and Interest Account,  then such Permitted Instrument shall mature not
later than such  Determination  Date) and shall not be sold or disposed of prior
to its maturity.  All Permitted  Instruments in which funds in the Principal and
Interest  Account are invested  must be held by or registered in the name of the
Trustee.  All interest or other  earnings from funds on deposit in the Principal
and  Interest  Account  (or any  Permitted  Instruments  thereof)  shall  be the
exclusive property of the Servicer,  and may be withdrawn from the Principal and
Interest  Account  pursuant  to CLAUSE  (IV)  above.  The  amount of any  losses
incurred  in  connection  with the  investment  of funds  in the  Principal  and
Interest  Account in Permitted  Instruments  shall be deposited in the Principal
and Interest Account by the Servicer from its own funds  immediately as realized
without reimbursement therefor.

            Section 5.05      PAYMENT OF TAXES, INSURANCE AND OTHER CHARGES.

            With respect to each  Mortgage  Loan,  the Servicer  shall  maintain
accurate records reflecting fire and hazard insurance coverage.

            With  respect  to  each  Mortgage  Loan  as to  which  the  Servicer
maintains  escrow  accounts,   the  Servicer  shall  maintain  accurate  records
reflecting  the status of ground rents,  property taxes and  assessments,  water
rates  and other  charges  which  are or may  become a lien  upon the  Mortgaged
Property and the status of primary mortgage guaranty insurance premiums, if any,
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 payment thereof prior to the applicable  penalty or termination  date and
at a time appropriate for securing maximum  discounts  allowable,  employing for
such purpose  deposits of the  Mortgagor in any escrow  account which shall have
been estimated and  accumulated  by the Servicer in amounts  sufficient for such
purposes,  as allowed  under the terms of the  Mortgage.  To the  extent  that a
Mortgage does not provide for escrow  payments,  the Servicer shall monitor such
payments to determine if they are made by the  Mortgagor at the time they become
due and, if not paid by the  Mortgagor,  shall advance such amounts as Servicing
Advances. To the extent ground lease payments are not made by the Mortgagor, and
the Servicer has notice of such failure to pay, the Servicer  shall advance such
delinquent  payments.  Any  out-of-pocket  expenses  incurred  by  the  Servicer
pursuant to this SECTION 5.05 shall constitute Servicing Advances.

            Section 5.06      TRANSFER OF ACCOUNTS; MONTHLY STATEMENTS.

            The Accounts (other than the Principal and Interest  Account,  which
shall be established  pursuant to Section 5.03 hereof) shall be established,  as
of the Closing Date, in the name of the Trustee as Eligible Accounts pursuant to
clause (B) of the definition thereof.  Any Account may, upon written notice from
the  Servicer  to  the  Trustee,  be  transferred  to  a  different   depository
institution  so long as (i) such transfer (A) is to an Eligible  Account and the
Certificate Insurer receives notice thereof from the Servicer or (B) is approved
in writing by the Certificate Insurer,  which approval shall not be unreasonably
withheld  and  (ii)  written  notice  of such  transfer  is  sent to the  Rating
Agencies.  The  Trustee  shall  provide  to the  Certificate  Insurer  a monthly
statement of activity in the Accounts  established by it, and the Servicer shall
provide  to the  Trustee  and the  Certificate  Insurer a monthly  statement  of
activity in the  Principal  and  Interest  Account  from the party  holding such
account.

            Section 5.07      MAINTENANCE OF HAZARD INSURANCE.

            The Servicer  shall cause each  Mortgagor  to  maintain,  and if the
Mortgagor does not so maintain, shall itself maintain, subject to the provisions
of  SECTION  5.08  hereof,  fire and hazard  insurance  with  extended  coverage
customary  in the area where the  Mortgaged  Property is  located,  in an amount
which is at least equal to the least of (a) the  outstanding  principal  balance
owing on the Mortgage  Loan (and any prior lien if the related  Mortgage Loan is
in a junior  lien  position),  (b) the  full  insurable  value of the  Mortgaged
Property  securing  the  Mortgage  Loan and (c) the minimum  amount  required to
compensate  for damage or loss on a  replacement  cost basis.  If the  Mortgaged
Property  is in an  area  identified  in the  Federal  Register  by the  Federal
Emergency Management Agency as Flood Zone "A", and such flood insurance has been
made available, the Servicer will cause to be purchased a flood insurance policy
with  a  generally  acceptable  insurance  carrier,  in an  amount  representing
coverage not less than the least of (i) the outstanding principal balance of the
Mortgage Loan (plus the principal  balance of any lien having  priority over the
Mortgage  Loan),  (ii) the full insurable  value of the Mortgaged  Property,  or
(iii) the  maximum  amount of  insurance  available  under  the  National  Flood
Insurance  Act of 1968,  as amended.  The  Servicer  shall also  maintain on REO
Property, to the extent reasonably available,  on REO Property,  fire and hazard
insurance in the amounts described above, liability insurance and, to the extent
required  and  available  under the National  Flood  Insurance  Act of 1968,  as
amended,  and the  Servicer  determines  that such  insurance  is  necessary  in
accordance with accepted second mortgage servicing  practices of prudent lending
institutions,  flood  insurance in an amount equal to that required  above.  Any
amounts collected by the Servicer under any such policies (other than amounts to
be applied to the  restoration  or repair of the  Mortgaged  Property,  or to be
released to the Mortgagor in accordance with customary second mortgage servicing
procedures) shall be deposited in the Principal and Interest Account, subject to
(X)  retention by the Servicer to the extent such amounts  constitute  Servicing
Compensation  or (Y)  withdrawal  pursuant to SECTION 5.04. It is understood and
agreed that no earthquake or other additional  insurance need be required by the
Servicer of any Mortgagor or maintained on REO Property,  other than pursuant to
such  applicable  laws and  regulations  as shall at any time be in force and as
shall require such additional  insurance.  All policies required hereunder shall
be endorsed with standard mortgagee clauses with losses payable to the Servicer.
Any  out-of-pocket  expenses  incurred by the Servicer  pursuant to this SECTION
5.07,  including,  without  limitation,  any  advances of premiums on  insurance
policies required by this SECTION 5.07, shall constitute Servicing Advances.

            Section 5.08      MAINTENANCE   OF   MORTGAGE  IMPAIRMENT  INSURANCE
POLICY.

            In the event that the  Servicer  shall obtain and maintain a blanket
policy  insuring  against  fire and hazards of  extended  coverage on all of the
Mortgage  Loans as to  which  the  Mortgagor  does not  maintain  the  insurance
described in Section 5.07, then, to the extent such policy names the Servicer as
loss payee and  provides  coverage in an amount  equal to the  aggregate  unpaid
principal  balance on the Mortgage  Loans  without  co-insurance,  and otherwise
complies with the  requirements  of SECTION 5.07,  the Servicer  shall be deemed
conclusively to have satisfied its  obligations  with respect to fire and hazard
insurance  coverage under SECTION 5.07, it being understood and agreed that such
blanket  policy may  contain a  deductible  clause,  in which case the  Servicer
shall,  in the event that there  shall not have been  maintained  on the related
Mortgaged  Property a policy  complying  with SECTION 5.07, and there shall have
been a loss  which  would  have been  covered  by such  policy,  deposit  in the
Principal and Interest Account from the Servicer's own funds the difference,  if
any,  between the amount that would have been payable  under a policy  complying
with  SECTION  5.07 and the  amount  paid under such  blanket  policy.  Upon the
request of the Certificate  Insurer or the Trustee,  the Servicer shall cause to
be delivered to such requesting Person a certified true copy of such policy.

            Section 5.09      FIDELITY BOND.

            The Servicer shall maintain with a responsible  company,  at its own
expense, a blanket fidelity bond and an errors and omissions insurance policy in
a minimum  amount  acceptable  to FNMA or FHLMC or otherwise as is  commercially
available  at a cost that is not  generally  regarded as  excessive  by industry
standards,  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  Mortgage  Loans  ("SERVICER  Employees").  Any such
fidelity  bond and errors and omissions  insurance  shall protect and insure the
Servicer  against  losses,  including  losses  resulting  from  forgery,  theft,
embezzlement,  fraud,  errors and omissions and negligent  acts of such Servicer
Employees. Such fidelity bond shall also protect and insure the Servicer against
losses in connection with the release or satisfaction of a Mortgage Loan without
having  obtained  payment  in  full  of the  indebtedness  secured  thereby.  No
provision of this  SECTION  5.09  requiring  such  fidelity  bond and errors and
omissions  insurance  shall diminish or relieve the Servicer from its duties and
obligations as set forth in this  Agreement.  Upon the request of the Trustee or
the  Certificate  Insurer,  the  Servicer  shall cause to be  delivered  to such
requesting  Person a certified  true copy of such  fidelity  bond and errors and
omissions  insurance  policy. On the Closing Date, such fidelity bond and errors
and  omissions  insurance  policy is  maintained  with certain  underwriters  at
National Union Fire Insurance Company of Pittsburgh, Pa.

            Section 5.10      TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.

            In the event that title to the  Mortgaged  Property  is  acquired in
foreclosure or by deed in lieu of foreclosure (an "REO  PROPERTY"),  the deed or
certificate of sale shall be taken in the name of the Trustee for the benefit of
the Certificateholders.

            The Servicer  shall manage,  conserve,  protect and operate each REO
Property for the  Certificateholders  and the Certificate Insurer solely for the
purpose of its prudent and prompt  disposition  and sale.  The  Servicer  shall,
either itself or through an agent  selected by the Servicer,  manage,  conserve,
protect  and  operate  the REO  Property  in the same  manner  that it  manages,
conserves,  protects and operates  for its own account  similar  property in the
same locality as the REO Property is managed. The Servicer shall attempt to sell
the same (and may temporarily rent the same) on such terms and conditions as the
Servicer  deems to be in the best interests of the  Certificate  Insurer and the
Certificateholders. Any out-of-pocket expenses incurred by the Servicer pursuant
to this SECTION 5.10 shall  constitute  Servicing  Advances.  The Servicer shall
cause the  Trustee to be named as a  beneficiary  and loss  payee  under the REO
liability provisions of the Servicer's general comprehensive liability insurance
policy.

            The  Servicer  shall  cause to be  deposited  in the  Principal  and
Interest  Account all revenues  received  with respect to the  conservation  and
disposition  of the related REO Property and shall retain or withdraw  therefrom
funds necessary for the proper operation,  management and maintenance of the REO
Property and the fees of any managing agent acting on behalf of the Servicer.

            The disposition of REO Property shall be carried out by the Servicer
at such price,  and upon such terms and conditions,  as the Servicer deems to be
in the best interest of the  Certificateholders and the Certificate Insurer and,
as soon as practicable thereafter,  the expenses of such sale shall be paid. The
proceeds of sale of the REO Property and other  proceeds of any REO  Disposition
shall be  deposited  in the  Principal  and  Interest  Account,  net of  related
liquidation  expenses,  Excess  Proceeds,  any  related  unreimbursed  Servicing
Advances, accrued and unpaid Servicing Fees and unreimbursed Advances payable to
the Servicer in accordance with SECTION 5.04(II).

            In the event any  Mortgaged  Property is acquired  as  aforesaid  or
otherwise in connection  with a default or imminent  default on a Mortgage Loan,
the Servicer shall dispose of such Mortgaged  Property prior to the close of the
third  calendar  year  beginning  after  the  year  of  its   acquisition   (the
"Disposition  Period)  unless (i) the Servicer shall have received an Opinion of
Counsel to the effect that the holding of such Mortgaged Property  subsequent to
the Disposition Period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause any Trust REMIC to
fail to qualify as a REMIC at any time that any Class A or Class X  Certificates
are  outstanding  or (ii) the Servicer  shall have applied for, at least 60 days
prior to the  expiration  of such  period,  an  extension  of such period in the
manner contemplated by Section 856(e)(3) of the Code, in which case the original
period shall be extended by the  applicable  period.  Notwithstanding  any other
provision of this Agreement,  (i) no Mortgaged Property acquired by the Servicer
pursuant to this  Section  shall be rented (or allowed to continue to be rented)
or otherwise  used for the  production of income or by or on behalf of the Trust
Fund, and (ii) no  construction  shall take place on such Mortgaged  Property if
such  activity  as  described  in the  preceding  clause  (i) or clause  (ii) is
conducted or otherwise undertaken in such a manner or pursuant to any terms that
would cause such Mortgaged Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by
any Trust REMIC of any "net income from  foreclosure  property" which is subject
to taxation within the meaning of Sections 860G(c) and 857(b)(4)(B) of the Code.
If a  period  greater  than the  Disposition  Period  is  permitted  under  this
Agreement  and is necessary to sell any REO  Property,  the Servicer  shall give
appropriate   notice  to  the   Trustee,   the   Certificate   Insurer  and  the
Certificateholders  and shall  report  monthly to the Trustee as to the progress
being made in selling such REO Property.

            If the Servicer has actual knowledge that a Mortgaged Property which
the Servicer is  contemplating  acquiring in  foreclosure  or by deed in lieu of
foreclosure  is  located  within  a 1 mile  radius  of any  site  with  material
environmental or hazardous waste risks known to the Servicer,  the Servicer will
notify the Certificate  Insurer and the Trustee prior to acquiring the Mortgaged
Property and shall not take any action without the prior written approval of the
Certificate Insurer and the Trustee.

            Nothing in this Section  shall affect the  Servicer's  right to deem
certain advances proposed to be made Nonrecoverable Advances. For the purpose of
this SECTION 5.10,  actual knowledge of the Servicer means actual knowledge of a
Responsible  Officer of the Servicer  involved in the  servicing of the relevant
Mortgage  Loan.  Actual  knowledge  of the Servicer  does not include  knowledge
imputable  by virtue of the  availability  of or  accessibility  to  information
relating to environmental or hazardous waste sites or the locations thereof.

            Section 5.11      COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS.

            The Servicer shall make  reasonable  efforts to collect all payments
called for under the terms and provisions of the Mortgage  Loans,  and shall, to
the extent such procedures shall be consistent with this Agreement,  comply with
the terms and provisions of any applicable hazard insurance  policy.  Consistent
with the  foregoing,  the Servicer may in its  discretion  waive or permit to be
waived any late payment charge, prepayment charge, assumption fee or any penalty
interest in connection  with the  prepayment of a Mortgage Loan or any other fee
or charge which the Servicer would be entitled to retain  hereunder as Servicing
Compensation  and extend the due date for payments due on a Mortgage  Note for a
period (with  respect to each payment as to which the due date is extended)  not
greater than 125 days after the  initially  scheduled due date for such payment,
provided  that such  extension  may only be made once in any twelve month period
without the prior  written  consent of the  Certificate  Insurer,  which consent
shall not be unreasonably  withheld.  In the event the Servicer shall consent to
the deferment of the Due Dates for payments due on a Mortgage Note, the Servicer
shall  nonetheless  remit any required  Advance in accordance  with SECTION 6.08
hereof  with  respect to the  payments so extended to the same extent as if such
installment were due, owing and delinquent and had not been deferred.

            Section 5.12      ACCESS TO CERTAIN  DOCUMENTATION  AND  INFORMATION
REGARDING THE MORTGAGE LOANS.

            The Servicer and the  Depositors  shall provide to the Trustee,  the
Certificateholders,  the  Certificate  Insurer,  the Federal  Reserve and to the
supervisory  agents  and  examiners  of each  of the  foregoing,  access  to the
documentation  regarding  the  Mortgage  Loans  (such  access in the case of the
supervisory agents and examiners shall be limited to that required by applicable
state and federal  regulations),  such access being afforded  without charge but
only upon reasonable  request and during normal business hours at the offices of
the Servicer designated by it.

            Section 5.13      SUPERIOR LIENS.

            The  Servicer  shall file (or cause to be filed) of record a request
for  notice of any action by a  superior  lienholder  under a First Lien for the
protection of the  Depositor's  and the Trustee's  interest,  where permitted by
local  law and  whenever  applicable  state law does not  require  that a junior
lienholder be named as a party defendant in foreclosure  proceedings in order to
foreclose such junior lienholder's equity of redemption. The Servicer shall also
notify any superior  lienholder in writing of the existence of the Mortgage Loan
and request  notification of any action (as described below) to be taken against
the Mortgagor or the Mortgaged Property by the superior lienholder.

            If the  Servicer  is  notified  that  any  superior  lienholder  has
accelerated or intends to accelerate the obligations  secured by the First Lien,
or has  declared  or  intends  to declare a default  under the  mortgage  or the
promissory note secured thereby,  or has filed or intends to file an election to
have the Mortgaged  Property sold or foreclosed,  the Servicer shall advance the
necessary  funds to cure the default or  reinstate  the superior  lien,  if such
advance is in the best interests of the Depositors,  the Certificate Insurer and
the  Certificateholders.  The Servicer  shall not make such an advance except to
the extent that it determines  in its  reasonable  good faith  judgment that the
advance would be recoverable from  Liquidation  Proceeds on the related Mortgage
Loan. The Servicer shall  thereafter take such action as is necessary to recover
the amount so advanced.

<PAGE>


                                  ARTICLE VI

                      PAYMENTS TO THE CERTIFICATEHOLDERS

            Section 6.01      ESTABLISHMENT  OF  COLLECTION   ACCOUNTS;  DEPOSIT
IN ACCOUNTS.

            (a) No later than the Closing Date, the Trustee,  for the benefit of
the  Certificateholders  and the  Certificate  Insurer,  as their  interests may
appear, shall establish and maintain (i) the REMIC I Distribution Account in the
name of the  Trustee,  in trust for the  benefit of  Certificateholders  and the
Trustee  as the  Holder  of the  REMIC I  Regular  Interests;  (ii) the REMIC II
Distribution  Account in the name of the  Trustee,  in trust for the  benefit of
Certificateholders  and the  Trustee  as the  Holder  of the  REMIC  II  Regular
Interests;  (iii) the REMIC III Distribution Account in the name of the Trustee,
in trust for the benefit of Certificateholders  and the Trustee as the Holder of
the REMIC III Regular Interests;  and (iv) the REMIC IV Distribution  Account in
the name of the Trustee, in trust for the benefit of Certificateholders. Each of
the REMIC I Distribution  Account, the REMIC II Distribution  Account, the REMIC
III  Distribution  Account  and the  REMIC  IV  Distribution  Account  shall  be
established  and  maintained  as  an  Eligible  Account.   Notwithstanding   the
foregoing,  however, the Trustee may establish a single account (the "COLLECTION
ACCOUNT"),  of which the REMIC I Distribution Account, the REMIC II Distribution
Account,  the REMIC III Distribution  Account and REMIC IV Distribution  Account
will be deemed to be  subaccounts,  provided that:  (i) the  Collection  Account
shall be established and maintained in the name of the Trustee, in trust for the
benefit of Certificateholders,  (ii) the Collection Account shall be established
and maintained as an Eligible  Account and (iii) the Trustee shall for all other
purposes  hereunder  treat  the  REMIC I  Distribution  Account,  the  REMIC  II
Distribution   Account,   the  REMIC  III  Distribution  Account  and  REMIC  IV
Distribution Account as separate accounts,  and shall keep accurate records with
respect thereto.

            The Trustee  shall,  promptly upon  receipt,  deposit in the REMIC I
Distribution Account and retain therein:

               (i) the  amounts  remitted  by the  Servicer  pursuant to SECTION
      5.04(I);

               (ii) the  Advances  pursuant  to  SECTION  6.08  remitted  to the
      Trustee by the Servicer;

               (iii) Insured Payments pursuant to SECTION 6.05(C); and

               (iv)  amounts  required  to be paid by the  Servicer  pursuant to
      SECTION 6.04(E) in connection with losses on investments of amounts in the
      Collection Account.

            In  making  the  deposits  set forth in  clauses  (i)  through  (iv)
(inclusive)  above,  the Trustee shall note in its records (if  applicable)  the
respective  amounts  deposited  with  respect  to Fixed Rate Group 1, Fixed Rate
Group 2 and the Adjustable Rate Group.

            With respect to each  Distribution  Date, on or before such date the
Trustee shall make the withdrawals from the REMIC I Distribution Account, as set
forth in  Section  6.05  hereof,  shall  make  the  deposits  into the  REMIC II
Distribution  Account,  as set forth in  Section  6.05  hereof,  shall  make the
withdrawals from the REMIC II Distribution Account, as set forth in Section 6.05
hereof,  shall make deposits  into the REMIC III  Distribution  Account,  as set
forth in Section  6.05  hereof,  shall make the  withdrawals  from the REMIC III
Distribution  Account,  as set forth in  Section  6.05  hereof,  shall  make the
deposits into the REMIC IV  Distribution  Account,  as set forth in Section 6.05
hereof, and shall cause the amount of Available Funds and Insured Payments to be
distributed  in respect of the  Certificates  pursuant to SECTION 6.05 hereof on
such date.

            Section 6.02      PERMITTED WITHDRAWALS FROM  REMIC  I  DISTRIBUTION
ACCOUNT, REMIC II DISTRIBUTION ACCOUNT, REMIC III DISTRIBUTION ACCOUNT AND REMIC
IV DISTRIBUTION ACCOUNT.

            The  Trustee  shall  withdraw  amounts  on  deposit  in the  REMIC I
Distribution   Account,  the  REMIC  II  Distribution  Account,  the  REMIC  III
Distribution Account and REMIC IV Distribution Account on each Distribution Date
(except as set forth in clause (ii) below) in the following order of priority:

               (i) to  make the  distributions   pursuant to SECTION 6.05(D) AND
      SECTION 6.05(E); and

               (ii)     on any day during the related  Accrual  Period,  and  in
      no particular order of priority:

            (A)   to  invest  amounts  on  deposit  in the REMIC I  Distribution
Account in Permitted Instruments or such other instruments as may be approved in
writing by the Certificate  Insurer (with written notice to the Rating Agencies)
pursuant to SECTION 6.04;

            (B)   to pay to the Servicer  interest paid and earnings realized on
Permitted Instruments with respect to funds in the REMIC I Distribution Account;

            (C)   to  withdraw any amount  deposited in the REMIC I Distribution
Account,  the REMIC II Distribution  Account, the REMIC III Distribution Account
or the REMIC IV  Distribution  Account not required to be  deposited  therein or
deposited therein in error;

            (D)   to withdraw any amount that constitutes an Advance by Servicer
of its own funds or a Mortgagor  payment  previously  deposited into the REMIC I
Distribution  Account  that is held to  constitute  a voidable  preference  by a
trustee  in  bankruptcy  pursuant  to  the  United  States  Bankruptcy  Code  in
accordance  with a  final,  nonappealable  order  of a  court  having  competent
jurisdiction;

            (E)   to pay any unanticipated  expense of the Trust Fund out of the
REMIC I Distribution  Account and to pay any taxes imposed on REMIC I, REMIC II,
REMIC  III or REMIC IV from  the  REMIC I  Distribution  Account,  the  REMIC II
Distribution  Account,  the  REMIC  III  Distribution  Account  or the  REMIC IV
Distribution  Account,  respectively,  which are not otherwise  paid pursuant to
Section 2.07(d); and

            (F)   to clear and terminate the REMIC I Distribution  Account,  the
REMIC II Distribution  Account, the REMIC III Distribution Account and the REMIC
IV  Distribution  Account upon the  termination  of this  Agreement and allocate
amounts therein pursuant to Section 6.05(d).

            In making the  withdrawals  set forth in clauses (i) and (ii) above,
the Trustee shall note in its records (if  applicable)  the  respective  amounts
withdrawn  with  respect  to Fixed  Rate  Group 1,  Fixed  Rate  Group 2 and the
Adjustable  Rate  Group.  In  addition,  the Trustee  shall keep and  maintain a
separate  accounting  for  withdrawals  from  each of the  REMIC I  Distribution
Account,  the REMIC II Distribution  Account, the REMIC III Distribution Account
and the REMIC IV Distribution Account pursuant to each subclause listed above.

            Section 6.03      ESTABLISHMENT OF INSURANCE  ACCOUNT:  DEPOSITS  IN
INSURANCE ACCOUNT: PERMITTED WITHDRAWALS FROM INSURANCE ACCOUNT.

            (a) No later than the Closing Date, the Trustee,  for the benefit of
the Certificateholders and the Certificate Insurer, shall establish and maintain
one or more Eligible  Accounts as trust  accounts with itself which shall not be
interest-bearing, titled "EQCC Home Equity Loan Trust 1999-3 Insurance Account".
The Insurance Account shall bear an additional  designation  clearly  indicating
that  the  funds   deposited   therein   are  held  for  the   benefit   of  the
Certificateholders  and the Certificate  Insurer. On each Distribution Date, the
Trustee, upon receipt (and to the extent received),  promptly shall deposit into
the Insurance  Account,  an amount equal to the aggregate  Monthly  Premium with
respect to the Class A Certificates due on such  Distribution Date in accordance
with Section 6.05(d) and Section 6.05(e)(iv)(D).

            (b) The Trustee may make withdrawals from the Insurance  Account for
application in the following order:

               (i)  to  pay  the  Certificate   Insurer  the  aggregate  Monthly
      Premium on each Distribution Date; and

               (ii) to withdraw  amounts not  required  to be  deposited  in the
      Insurance Account or deposited therein in error.

            Section 6.04      INVESTMENT OF ACCOUNTS.

            (a) So  long as no  Servicer  Default  shall  have  occurred  and be
continuing,  all  or  a  portion  of  any  Account  (other  than  the  REMIC  II
Distribution  Account,  the  REMIC  III  Distribution  Account  and the REMIC IV
Distribution  Account) held by the Trustee  shall be invested and  reinvested by
the Trustee (or remain  uninvested),  as directed in writing by the  Servicer on
its own behalf,  in one or more  Permitted  Instruments  (or, in the case of the
REMIC I Distribution  Account, in such other instruments  approved in writing by
the Certificate  Insurer (with written notice to Moody's))  bearing  interest or
sold at a discount. If a Servicer Default shall have occurred and be continuing,
the Trustee  shall  invest all Accounts in  Permitted  Instruments  described in
PARAGRAPH (IV) of the definition of Permitted Instruments.  At no time shall any
such  investment in any Account  mature later than the Business Day  immediately
preceding  the date on which such amounts are required by the terms hereof to be
withdrawn  from such Account,  which (i) in the case of the REMIC I Distribution
Account,  shall be the next Distribution Date, (ii) in the case of the Principal
and  Interest  Account,  shall be the  third  business  day  preceding  the next
Distribution Date and (iii) in all other cases, until the day actually withdrawn
pursuant to the terms hereof.

            (b) If any amounts are needed for disbursement from any Account held
by the Trustee and  sufficient  uninvested  funds are not available to make such
disbursement,  the Trustee shall cause to be sold or otherwise converted to cash
a sufficient amount of the investments in such Account. The Trustee shall not be
liable for any investment loss or other charge  resulting  therefrom  unless the
Trustee's  failure to perform in accordance  with this SECTION 6.04 is the cause
of such loss or charge.

            (c) Subject to SECTION  12.01  hereof,  the Trustee shall not in any
way be held liable by reason of any  insufficiency  in any  Account  held by the
Trustee resulting from any investment loss on any Permitted Instrument (or other
instrument  permitted by SECTION 6.04(A))  included herein (except to the extent
that the Trustee is the obligor and has defaulted thereon).

            (d) The Trustee shall invest and reinvest funds in the Accounts held
by it, to the fullest extent  practicable,  in such manner as the Servicer shall
from time to time  direct as set forth in  SECTION  6.04(A),  but only in one or
more Permitted Instruments (or other instrument permitted by SECTION 6.04(A)).

            (e) All income or other gain from investments in any Account held by
the  Trustee,  or from  amounts on  deposit  in such  Account  and  invested  in
Permitted  Instruments,  shall be deposited in such Account, as the case may be,
immediately  on receipt,  and the Trustee  shall notify the Servicer of any loss
resulting from such investments. Upon receipt of such notification, the Servicer
shall  promptly  remit the amount of any such loss from its own  funds,  without
reimbursement therefor, to the Trustee for deposit in the Account from which the
related funds were withdrawn for investment.

            (f) Any  investment  earnings  on funds  held in the  Principal  and
Interest  Account may be  reinvested  by the  Servicer  and the proceeds of such
reinvestment are for the account of the Servicer.

            Section 6.05      PRIORITY AND SUBORDINATION OF DISTRIBUTIONS.

            (a) The rights of the  Certificateholders  to receive  distributions
from  the  proceeds  of the  Trust  Fund,  and all  ownership  interests  of the
Certificateholders  in  such  distributions,  shall  be as  set  forth  in  this
Agreement. The rights of the Class X Certificateholders to receive distributions
in respect of the Class X Certificates  shall be subject and  subordinate to the
preferential rights of the Class A Certificateholders  to receive  distributions
in  respect  of the  Class A  Certificates,  to the  extent  set  forth  herein.
Notwithstanding  anything  contained  in  this  Agreement  to the  contrary,  no
Certificateholder shall be required to refund any amount properly distributed to
it pursuant to SECTION 6.02 OR 6.05.

            (b)   [Reserved];

            (c) As soon as  possible,  and in no event later than 10:00 a.m. New
York time on the Business Day immediately  preceding each Distribution Date, the
Trustee shall furnish the Certificate  Insurer and the Servicer with a completed
notice in the form set forth as Exhibit Q hereto (the "NOTICE) in the event that
(i) an Event of Nonpayment will occur,  pursuant to the definition thereof, with
respect  to such  Distribution  Date,  (ii)  the  aggregate  of the  Certificate
Balances  of a  Certificate  Group  then  outstanding  (after  giving  effect to
principal  distributions  to  be  made  pursuant  to  SECTION  6.05(D)  on  such
Distribution Date) would exceed the aggregate  Principal Balance of the Mortgage
Loans then  outstanding,  (iii) without  duplication of the notice  specified in
clause  (ii),  the  Certificate  Balance of each  Class of Class A  Certificates
remains unpaid on the Final Scheduled  Distribution  Date for such Class,  after
giving effect to distributions on such Distribution Date, (iv) such Distribution
Date is the dated fixed for  termination  of the Trust pursuant to Section 11.01
or (v) a  Preference  Amount  exists.  The Notice  shall  specify  the amount of
Insured Payment and shall  constitute a claim for an Insured Payment pursuant to
the  Certificate  Insurance  Policy.  In the case of a Preference  Amount,  such
Notice  shall be  accompanied  by a certified  copy of the order  requiring  the
return of a  preference  payment,  and such other  documentation  as is required
pursuant to the terms of the  Certificate  Insurance  Policy by the  Certificate
Insurer,  such  documentation  being in a form  satisfactory  to the Certificate
Insurer,  provided that if such documents are received after 12:00 noon New York
City time on such  Business  Day,  they will be  deemed  to be  received  on the
following  Business Day. Upon receipt of Insured Payments for the benefit of the
Class A Certificateholders  under the Certificate  Insurance Policy, the Trustee
shall deposit such Insured Payments in the Collection Account.

            The Trustee shall receive,  as  attorney-in-fact of each Holder of a
Class A  Certificate,  any  Insured  Payment  from the  Certificate  Insurer and
disburse  the same to each  Holder of a Class A  Certificate,  respectively,  in
accordance with the provisions of this SECTION 6.05.  Insured Payments disbursed
by the Trustee from proceeds of the  Certificate  Insurance  Policy shall not be
considered  payment  by the Trust  Fund nor shall  such  payment  discharge  the
obligation of the Trust Fund with respect to such Class A Certificates,  and the
Certificate  Insurer shall become the owner of such unpaid  amounts due from the
Trust Fund in respect of Class A  Certificates.  The  Trustee  hereby  agrees on
behalf  of  each  Holder  of a  Class  A  Certificate  for  the  benefit  of the
Certificate  Insurer  that it  recognizes  that to the  extent  the  Certificate
Insurer  makes Insured  Payments,  either  directly or indirectly  (as by paying
through the Trustee), to the Class A Certificateholders, the Certificate Insurer
will  be  subrogated  to  the  rights  of the  Class  A  Certificateholders,  as
applicable,  with  respect to such  Insured  Payment  and shall be deemed to the
extent of the payments so made to be a registered Class A Certificateholder  and
shall receive all future amounts  distributable  pursuant to SECTION  6.05(D) to
the Class A Certificates  which received such Insured  Payment,  as the case may
be, until all such Insured  Payments by the Certificate  Insurer have been fully
reimbursed  together with interest thereon at the applicable  Pass-Through Rate.
To evidence such subrogation,  the Trustee shall note the Certificate  Insurer's
rights as subrogee on the  registration  books  maintained  by the Trustee  upon
receipt from the Certificate Insurer of proof of payment of any Insured Payment.
Except as otherwise  described herein, the Certificate Insurer shall not acquire
any voting rights hereunder as a result of such subrogation.

            Any amounts received by the Trustee under the Certificate  Insurance
Policy  pursuant to clause (ii) of the definition of "Insured  Payment" shall be
allocated among the Certificate Groups pro rata on the basis of the amounts,  if
any,  by which the  Certificate  Principal  Balance  of each  Certificate  Group
exceeds the  aggregate  Principal  Balance of the Mortgage  Loans in the related
Mortgage  Loan  Group,  and any  amounts  allocated  to the Fixed  Rate  Group 1
Certificates   will  be  distributed  in  the  priority   specified  in  SECTION
6.05(D)(IV).

            (d) (i) Not later than 12:00 p.m. New York time on each Distribution
Date, the Trustee will be required to withdraw from the  Collection  Account and
distribute,  based on the  information  provided  by the  Servicer  pursuant  to
Section 6.07, the Fixed Rate Group 1 Available  Funds in the priority  described
below:

            first,  (a)  to  the  Insurance  Account  for  the  benefit  of  the
Certificate  Insurer,  the Monthly Premium payable to the Certificate Insurer in
respect of the Fixed Rate Group 1  Certificates  and (b) to the  Representative,
the  Initial  Premium Fee  Recovery  Amount in respect of the Fixed Rate Group 1
Certificates;

            second,  to each  Class of Fixed Rate  Group 1  Certificates,  the
related Interest Remittance Amount;

            third, to the Fixed Rate Group 1 Certificates,  the Fixed Rate Group
1 Basic Principal  Distribution  Amount in the priority  described under Section
6.05(d)(iv);

            fourth, to the Certificate  Insurer,  an amount equal to any Insured
Payments  previously made by the  Certificate  Insurer on the Fixed Rate Group 1
Certificates (including any interest thereon) and not previously reimbursed;

            fifth, concurrently, pro rata, as follows:

                  (i) to the Certificate Insurer, an amount equal to the excess,
            if  any,  of  (x)  any  Insured  Payments  previously  made  by  the
            Certificate   Insurer  on  the  Fixed  Rate  Group  2   Certificates
            (including interest thereon) and not previously  reimbursed over (y)
            the  amount   actually   distributed  to  the  Fixed  Rate  Group  2
            Certificates   on  such   Distribution   Date  pursuant  to  Section
            6.05(d)(ii),  priority  fourth  below  from the Fixed  Rate  Group 2
            Available Funds; and

                  (ii)  to the  Certificate  Insurer,  an  amount  equal  to the
            excess,  if any, of (x) any Insured Payments  previously made by the
            Certificate  Insurer  on  the  Class  A-1A  Certificates  (including
            interest thereon) and not previously  reimbursed over (y) the amount
            actually   distributed  to  the  Class  A-1A  Certificates  on  such
            Distribution Date pursuant to Section 6.05(d)(iii),  priority fourth
            below from the Adjustable Rate Group Available Funds;

            sixth, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 2 Certificates, an amount equal to
            the excess,  if any, of (x) the related Interest  Remittance  Amount
            for such Distribution Date over (y) the amount actually  distributed
            to the Fixed Rate Group 2  Certificates  on such  Distribution  Date
            pursuant  to SECTION  6.05(D)(II),  priority  second  below from the
            Fixed Rate Group 2 Available Funds; and

                  (ii) to the Class A-1A  Certificates,  an amount  equal to the
            excess,  if any, of (x) the related Interest  Remittance  Amount for
            such Distribution  Date over (y) the amount actually  distributed to
            the Class A-1A  Certificates on such  Distribution  Date pursuant to
            SECTION 6.05(D)(III), priority second below from the Adjustable Rate
            Group Available Funds;

            seventh, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 2 Certificates, an amount equal to
            the  excess,  if any of (x) the Fixed Rate  Group 2 Basic  Principal
            Distribution  Amount for such  Distribution Date over (y) the amount
            actually  distributed to the Fixed Rate Group 2 Certificates on such
            Distribution  Date pursuant to Section  6.05(d)(ii),  priority third
            below from the Fixed Rate Group 2 Available Funds; and

                  (ii) to the Class A-1A  Certificates,  an amount  equal to the
            excess,  if any, of (x) the Class A-1A Basic Principal  Distribution
            Amount  for such  Distribution  Date  over (y) the  amount  actually
            distributed to the Class A-1A Certificates on such Distribution Date
            pursuant  to Section  6.05(d)(iii),  priority  third  below from the
            Adjustable Rate Group Available Funds;

            eighth,  to the Fixed Rate  Group 1  Certificates,  in the  priority
described in Section  6.05(d)(iv) below, an amount equal to the Fixed Rate Group
1 Extra Principal Distribution Amount;

            ninth, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 2 Certificates, an amount equal to
            any  remaining  Overcollateralization  Deficiency  Amount  for  such
            Distribution  Date for the Fixed  Rate  Group 2  Certificates  after
            distribution  to  the  Fixed  Rate  Group  2  Certificates  on  such
            Distribution Date pursuant to Section  6.05(d)(ii),  priority eighth
            below from the Fixed Rate Group 2 Available Funds; and

                  (ii) to the Class A-1A  Certificates,  an amount  equal to any
            remaining   Overcollateralization   Deficiency   Amount   for   such
            Distribution   Date   for  the   Class   A-1A   Certificates   after
            distributions  to the Class A-1A  Certificates on such  Distribution
            Date pursuant to Section  6.05(d)(iii),  priority  eighth below from
            the Adjustable Rate Group Available Funds;

            tenth, to the Trustee,  any amounts then due and owing  representing
fees of the Trustee in respect of Fixed Rate Group 1,  provided that the Trustee
certifies  in writing that such amount is due and owing and has not been paid by
the Servicer within 30 days after written demand therefor;

            eleventh, to the Servicer and/or the Representative,  as applicable,
any Reimbursable Amounts in respect of Fixed Rate Group 1;

            twelfth, to the Servicer, an amount equal to Nonrecoverable Advances
previously  made by the  Servicer  in  respect  of  Fixed  Rate  Group 1 and not
previously reimbursed;

            thirteenth,  in respect  of Fixed  Rate  Group 1, to the  applicable
Fixed Rate Group 1 Certificates, pro rata, the related unpaid Fixed Rate Group 1
Interest Carryovers, if any;

            fourteenth, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 2 Certificates,  unpaid Fixed Rate
            Group 2 Interest  Carryovers,  if any,  after  giving  effect to the
            amount actually  distributed on such  Distribution  Date pursuant to
            Section 6.05(d)(ii), priority thirteenth below; and

                  (ii) to the Class A-1A  Certificates,  unpaid Class A-1A LIBOR
            Interest  Carryovers,  if any,  after  giving  effect to the  amount
            actually  distributed on such  Distribution Date pursuant to Section
            6.05(d)(iii), priority thirteenth below;

            fifteenth,  to  the  Class  X  Certificates,   the  Unpaid  Class  X
Remittance  Amount  (without  duplication  of amounts  distributed  pursuant  to
priority fifteenth of SECTIONS 6.05(D)(II) or 6.05(D)(III)); and

            sixteenth,  to the Class R-IV Certificates,  the balance, if any, of
the Fixed Rate Group 1 Available Funds.

               (ii) On each  Distribution  Date the Trustee shall  withdraw from
      the Collection Account and distribute,  based on the information  provided
      by the Servicer pursuant to Section 6.07, the Fixed Rate Group 2 Available
      Funds in the priority described below:

            first,  (a)  to  the  Insurance  Account,  for  the  benefit  of the
Certificate  Insurer,  the Monthly Premium payable to the Certificate Insurer in
respect of the Fixed Rate Group 2  Certificates  and (b) to the  representative,
the Initial  Premium Fee Recovery  Amount with respect to the Fixed Rate Group 2
Certificates;

            second,  to the  Fixed  Rate  Group 2  Certificates,  the  related
Interest Remittance Amount;

            third,  to the Fixed  Rate  Group 2  Certificates,  the Fixed Rate
Group 2 Basic Principal  Distribution Amount, until the Certificate Balance of
such Class has been reduced to zero;

            fourth, to the Certificate  Insurer,  an amount equal to any Insured
Payments  previously made by the  Certificate  Insurer on the Fixed Rate Group 2
Certificates (including any interest thereon) and not previously reimbursed;

            fifth, concurrently, pro rata, as follows:

                  (i) to the Certificate Insurer, an amount equal to the excess,
            if  any,  of  (x)  any  Insured  Payments  previously  made  by  the
            Certificate   Insurer  on  the  Fixed  Rate  Group  1   Certificates
            (including interest thereon) and not previously  reimbursed over (y)
            the  amount   actually   distributed  to  the  Fixed  Rate  Group  1
            Certificates   on  such   Distribution   Date  pursuant  to  Section
            6.05(d)(i),  priority  fourth  above  from the  Fixed  Rate  Group 1
            Available Funds; and

                  (ii)  to the  Certificate  Insurer,  an  amount  equal  to the
            excess,  if any, of (x) any Insured Payments  previously made by the
            Certificate  Insurer  on  the  Class  A-1A  Certificates  (including
            interest thereon) and not previously  reimbursed over (y) the amount
            actually   distributed  to  the  Class  A-1A  Certificates  on  such
            Distribution Date pursuant to Section 6.05(d)(iii),  priority fourth
            below from the Adjustable Rate Group Available Funds;

            sixth, concurrently, pro rata, as follows:

                  (i)  concurrently,  to  each  Class  of  Fixed  Rate  Group  1
            Certificates,  pro rata,  an amount equal to the excess,  if any, of
            (x) the related  Interest  Remittance  Amount for such  Distribution
            Date over (y) the  amount  actually  distributed  to such Fixed Rate
            Group 1 Certificates on such  Distribution  Date pursuant to Section
            6.05(d)(i),  priority  second  above  from the  Fixed  Rate  Group 1
            Available Funds; and

                  (ii) to the Class A-1A  Certificates,  an amount  equal to the
            excess,  if any, of (x) the related Interest  Remittance  Amount for
            such Distribution  Date over (y) the amount actually  distributed to
            the Class A-1A  Certificates on such  Distribution  Date pursuant to
            Section 6.05(d)(iii), priority second below from the Adjustable Rate
            Group Available Funds;

            seventh, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 1  Certificates,  in the  priority
            described  under Section  6.05(d)(iv)  below, an amount equal to the
            excess,  if  any,  of (x) the  Fixed  Rate  Group 1 Basic  Principal
            Distribution  Amount for such  Distribution Date over (y) the amount
            actually  distributed to the Fixed Rate Group 1 Certificates on such
            Distribution  Date pursuant to Section  6.05(d)(i),  priority  third
            above from the Fixed Rate Group 1 Available Funds; and

                  (ii) to the Class A-1A  Certificates,  an amount  equal to the
            excess,  if any of (x) the Class A-1A Basic  Principal  Distribution
            Amount  for such  Distribution  Date  over (y) the  amount  actually
            distributed to the Class A-1A Certificates on such Distribution Date
            pursuant  to Section  6.05(d)(iii),  priority  third  below from the
            Adjustable Rate Group Available Funds;

            eighth,  to the Fixed Rate Group 2 Certificates,  an amount equal to
the Fixed Rate Group 2 Extra Principal Distribution Amount;

            ninth, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 1  Certificates,  in the  priority
            described  under Section  6.05(d)(iv)  below, an amount equal to any
            remaining   Overcollateralization   Deficiency   Amount   for   such
            Distribution  Date for the Fixed  Rate  Group I  Certificates  after
            distributions  to the  Fixed  Rate  Group  1  Certificates  on  such
            Distribution  Date pursuant to Section  6.05(d)(i),  priority eighth
            above from the Fixed Rate Group 1 Available Funds; and

                  (ii) to the Class A-1A  Certificates,  an amount  equal to any
            remaining   Overcollateralization   Deficiency   Amount   for   such
            Distribution   Date   for  the   Class   A-1A   Certificates   after
            distributions to the holders of the Class A-1A  Certificates on such
            Distribution Date pursuant to Section 6.05(d)(iii),  priority eighth
            below from the Adjustable Rate Group Available Funds;

            tenth, to the Trustee,  any amounts then due and owing  representing
fees of the Trustee in respect of Fixed Rate Group 2,  provided that the Trustee
certifies  in writing that such amount is due and owing and has not been paid by
the Servicer within 30 days after written demand therefor;

            eleventh, to the Servicer and/or the Representative,  as applicable,
any Reimbursable Amounts in respect of Fixed Rate Group 2;

            twelfth, to the Servicer, an amount equal to Nonrecoverable Advances
previously  made by the  Servicer  in  respect  of  Fixed  Rate  Group 2 and not
previously reimbursed;

            thirteenth,  to the Fixed Rate Group 2  Certificates,  unpaid  Fixed
Rate Group 2 Interest Carryovers, if any;

            fourteenth, concurrently, pro rata, as follows:

                  (i)  concurrently,  to  each  Class  of  Fixed  Rate  Group  1
            Certificates,   pro  rata,   unpaid  Fixed  Rate  Group  1  Interest
            Carryovers,  if any,  after  giving  effect to the  amount  actually
            distributed   on  such   Distribution   Date   pursuant  to  Section
            6.05(d)(i), priority thirteenth above; and

                  (ii) to the Class A-1A  Certificates,  unpaid Class A-1A LIBOR
            Interest  Carryovers,  if any,  after  giving  effect to the  amount
            actually  distributed on such  Distribution Date pursuant to Section
            6.05(d)(iii), priority thirteenth below;

            fifteenth,  to  the  Class  X  Certificates,   the  Unpaid  Class  X
Remittance  Amount  (without  duplication  of amounts  distributed  pursuant  to
priority fifteenth of SECTIONS 6.05(D)(I) or 6.05(D)(III)); and

            sixteenth,  to the Class R-IV Certificates,  the balance, if any, of
the Fixed Rate Group 2 Available Funds.

               (iii) On each  Distribution Date, the Trustee shall withdraw from
      the Collection Account and distribute,  based on the information  provided
      by the  Servicer  pursuant  to Section  6.07,  the  Adjustable  Rate Group
      Available Funds in the priority described below:

            first,  (a)  to  the  Insurance  Account,  for  the  benefit  of the
Certificate  Insurer,  the Monthly Premium payable to the Certificate Insurer in
respect  of the  Class  A-1A  Certificates  and (b) to the  Representative,  the
Initial Premium Fee Recovery Amount in respect of the Class A-1A Certificates;

            second,  to  the  Class  A-1A  Certificates,  the  related  Interest
Remittance Amount;

            third,  to  the  Class  A-1A  Certificates,  the  Class  A-1A  Basic
Principal  Distribution  Amount,  until the Certificate Balance thereof has been
reduced to zero;

            fourth, to the Certificate  Insurer,  an amount equal to any Insured
Payments   previously  made  by  the  Certificate  Insurer  on  the  Class  A-1A
Certificates (including any interest thereon) and not previously reimbursed;

            fifth, concurrently, pro rata, as follows:

                  (i) to the Certificate Insurer, an amount equal to the excess,
            if  any,  of  (x)  any  Insured  Payments  previously  made  by  the
            Certificate   Insurer  on  the  Fixed  Rate  Group  1   Certificates
            (including interest thereon) and not previously  reimbursed over (y)
            the  amount   actually   distributed  to  the  Fixed  Rate  Group  1
            Certificates   on  such   Distribution   Date  pursuant  to  Section
            6.05(d)(i),  priority  fourth  above  from the  Fixed  Rate  Group 1
            Available Funds; and

                  (ii)  to the  Certificate  Insurer,  an  amount  equal  to the
            excess,  if any, of (x) any Insured Payments  previously made by the
            Certificate   Insurer  on  the  Fixed  Rate  Group  2   Certificates
            (including interest thereon) and not previously  reimbursed over (y)
            the  amount   actually   distributed  to  the  Fixed  Rate  Group  2
            Certificates   on  such   Distribution   Date  pursuant  to  Section
            6.05(d)(ii),  priority  fourth  above  from the Fixed  Rate  Group 2
            Available Funds;

            sixth, concurrently, pro rata, as follows:

                  (i)  concurrently,  to  each  Class  of  Fixed  Rate  Group  1
            Certificates,  pro rata,  an amount equal to the excess,  if any, of
            (x) the related  Interest  Remittance  Amount for such  Distribution
            Date over (y) the  amount  actually  distributed  to such Fixed Rate
            Group 1 Certificates  from the Fixed Rate Group 1 Available Funds on
            such  Distribution  Date  pursuant to Section  6.05(d)(i),  priority
            second above from the Fixed Rate Group 1 Available Funds; and

                  (ii) to the Fixed Rate Group 2  Certificates,  an amount equal
            to the excess,  if any, of (x) the  Interest  Remittance  Amount for
            such Distribution  Date over (y) the amount actually  distributed to
            the  Fixed  Rate  Group 2  Certificates  on such  Distribution  Date
            pursuant  to Section  6.05(d)(ii),  priority  second  above from the
            Fixed Rate Group 2 Available Funds;

            seventh, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 1  Certificates,  in the  priority
            described  under Section  6.05(d)(iv)  below, an amount equal to the
            excess,  if any,  of (x) the  Group 1 Basic  Principal  Distribution
            Amount  for such  Distribution  Date  over (y) the  amount  actually
            distributed  to  the  Fixed  Rate  Group  1  Certificates   on  such
            Distribution  Date pursuant to Section  6.05(d)(i),  priority  third
            above from the Fixed Rate Group 1 Available Funds; and

                   (ii) to the Fixed Rate Group 2 Certificates,  an amount equal
            to the excess,  if any of (x) the Fixed Rate Group 2 Basic Principal
            Distribution  Amount for such  Distribution Date over (y) the amount
            actually  distributed to the Fixed Rate Group 2 Certificates on such
            Distribution  Date pursuant to Section  6.05(d)(ii),  priority third
            above from the Fixed Rate Group 2 Available Funds;

            eighth, to the Class A-1A Certificates, an amount equal to the Class
A-1A Extra Principal Distribution Amount;

            ninth, concurrently, pro rata, as follows:

                  (i) to the Fixed Rate Group 1  Certificates,  in the  priority
            described  under Section  6.05(d)(iv)  below, an amount equal to any
            remaining   Overcollateralization   Deficiency   Amount   for   such
            Distribution  Date for the Fixed  Rate  Group 1  Certificates  after
            distributions  to the  Fixed  Rate  Group  1  Certificates  on  such
            Distribution  Date pursuant to Section  6.05(d)(i),  priority eighth
            above from the Fixed Rate Group 1 Available Funds;

                  (ii) to the Fixed Rate Group 2  Certificates,  an amount equal
            to any remaining  Overcollateralization  Deficiency  Amount for such
            Distribution  Date for the Fixed  Rate  Group 2  Certificates  after
            distributions  to the  Fixed  Rate  Group  2  Certificates  on  such
            Distribution Date pursuant to Section  6.05(d)(ii),  priority eighth
            above from the Fixed Rate Group 2 Available Funds;

            tenth, to the Trustee,  any amounts then due and owing  representing
fees of the Trustee in respect of the Adjustable  Rate Group,  provided that the
Trustee  certifies in writing that such amount is due and owing and has not been
paid by the Servicer within 30 days after written demand therefor;

            eleventh, to the Servicer and/or the Representative,  as applicable,
any Reimbursable Amounts in respect of the Adjustable Rate Group;

            twelfth, to the Servicer, an amount equal to Nonrecoverable Advances
previously  made by the Servicer in respect of the Adjustable Rate Group and not
previously reimbursed;

            thirteenth,  to the  Class  A-1A  Certificates,  unpaid  Class  A-1A
Interest Carryovers, if any;

            fourteenth, concurrently, pro rata, as follows:

                  (i)  concurrently,  to  each  Class  of  Fixed  Rate  Group  1
            Certificates,   pro  rata,   unpaid  Fixed  Rate  Group  1  Interest
            Carryovers,  if any,  after  giving  effect to the  amount  actually
            distributed   on  such   Distribution   Date   pursuant  to  Section
            6.05(d)(i), priority thirteenth above; and

                  (ii) to the Fixed Rate Group 2 Certificates, unpaid Fixed Rate
            Group 2 Interest  Carryovers,  if any,  after  giving  effect to the
            amount actually  distributed on such  Distribution  Date pursuant to
            Section 6.05(d)(ii), priority thirteenth above;

            fifteenth,  to  the  Class  X  Certificates,   the  Unpaid  Class  X
Remittance  Amount  (without  duplication  of amounts  distributed  pursuant  to
priority fifteenth of SECTIONS 6.05(D)(I) or 6.05(D)(II)); and

            sixteenth,  to the Class R-IV Certificates,  the balance, if any, of
the Adjustable Rate Group Available Funds.

               (iv) Any amounts  received from Available Funds in respect of the
      Fixed Rate  Group 1  Principal  Distribution  Amount  will be  distributed
      sequentially in accordance with the following priorities:

            first, to the Class A-6F Certificates,  up to the Lockout Remittance
Amount for such Distribution Date;

            second,  sequentially,  to the Class A-1F,  Class A-2F,  Class A-3F,
Class A-4F and Class A-5F  Certificates,  until the Certificate  Balance of each
such Class has been reduced to zero; and

            third, to the Class A-6F Certificates, without regard to the Lockout
Remittance  Amount for such  Distribution  Date,  until the Certificate  Balance
thereof has been reduced to zero.

               (v) (A)  Amounts  distributed  pursuant  to  Section  6.05(d)(i),
      priorities  sixth,   seventh,   eighth  and  ninth,  Section  6.05(d)(ii),
      priorities  sixth,  seventh,  eighth and ninth and  Section  6.05(d)(iii),
      priorities  sixth,  seventh,  eighth and ninth shall be allocated pro rata
      (based  on  interest  accrued)  in  reduction  of the Fixed  Rate  Group 1
      Component  Remittance Amounts, the Fixed Rate Group 2 Component Remittance
      Amounts  and the  Adjustable  Rate  Group  Component  Remittance  Amounts,
      respectively.

               (B)Amounts  distributed pursuant to Section 6.05(d)(i),  priority
      thirteenth and fourteenth,  Section  6.05(d)(ii),  priority thirteenth and
      fourteenth and Section  6.05(d)(iii),  priority  thirteenth and fourteenth
      shall be deemed to have been first  distributed  in respect of the Class X
      Interest and paid outside the Trust  REMICs,  allocable pro rata (based on
      interest  accrued)  in  respect  of  the  Fixed  Rate  Group  1  Component
      Remittance  Amounts,  the Fixed Rate Group 2 Component  Remittance Amounts
      and the Adjustable Rate Group Component Remittance Amounts, respectively.

               (C)Amounts  distributed pursuant to Section 6.05(d)(i),  priority
      fifteenth,   Section   6.05(d)(ii),   priority   fifteenth   and   Section
      6.05(d)(iii),  priority  fifteenth  shall be distributed in respect of the
      Class X Interest  pro rata (based on  interest  accrued) in respect of the
      Fixed Rate Group 1 Component  Remittance  Amounts,  the Fixed Rate Group 2
      Component  Remittance  Amounts  and the  Adjustable  Rate Group  Component
      Remittance Amounts, respectively.

               (vi) Any Available  Funds which are  available to be  distributed
      pursuant  to  priorities  fifth,  sixth,  seventh,  ninth  or  fourteenth,
      respectively,  of SECTIONS 6.05(D)(I),  6.05(D) (II) or 6.05(D)(III) shall
      be distributed on a pro rata basis.

            (e) (i) All distributions  made pursuant to SECTION 6.05(D) above in
respect  of the REMIC IV  Regular  Interests  shall be  treated  as having  been
distributed  in respect  of the REMIC I Regular  Interests  pursuant  to SECTION
6.05(E)(IV) and deposited in the REMIC II Distribution  Account,  then as having
been  distributed  in  respect  of the REMIC II Regular  Interests  pursuant  to
SECTION 6.05(E)(III) and deposited into the REMIC III Distribution Account, then
as having  been  distributed  in  respect  of the REMIC  III  Regular  Interests
pursuant  to SECTION  6.05(E)(II)  and  deposited  in the REMIC IV  Distribution
Account, and finally as having been distributed to  Certificateholders  from the
REMIC IV Distribution Account.

               (ii)     REMIC III.  For each Distribution  Date,  amounts  shall
      be distributed on the REMIC III Regular Interests as follows:

                  (A)(I)  Interest  shall accrue on the Class NTA1,  Class NTA2,
      Class NTA3,  Class  NTA4,  Class NTA5 and Class NTA6  Interests  at a rate
      equal to the Net Fixed  Rate Group 1 Weighted  Average  Mortgage  Interest
      Rate,  and shall be  distributed  thereon  to the extent of the sum of (a)
      amounts distributed pursuant to Section 6.05(d)(i), priority second on the
      respective  Classes  of  Fixed  Rate  Group 1  Certificates,  (b)  amounts
      distributed  pursuant  to  Section  6.05(d)(ii),  priority  sixth  (i) and
      Section  6.05(d)(iii),  priority  sixth (i) on the  respective  Classes of
      Fixed Rate Group 1 Certificates,  and (c) amounts  distributable or deemed
      distributed pursuant to Section 6.05(d)(i), priority fifteenth and Section
      6.05(d)(v) and allocable in respect of the Class X-1F,  Class X-2F,  Class
      X-3F, Class X-4F, Class X-5F and Class X-6F Components.

                  (II)  Interest  shall be  distributed  in respect of the Class
      NTN1 Interest to the extent of amounts  distributed or deemed  distributed
      pursuant to Section 6.05(d)(i),  priority fifteenth and Section 6.05(d)(v)
      and allocable in respect of clause (i) of the Class X-E Component.

                  (III) Principal shall be distributed on the Class NTA1,  Class
      NTA2,  Class NTA3,  Class NTA4, Class NTA5 and Class NTA6 Interests to the
      extent distributed on the related Fixed Rate Group 1 Certificates pursuant
      to  Section  6.05(d)(i),  priority  third,  Section  6.05(d)(i),  priority
      eighth,  Section 6.05(d)(ii),  priority seventh (i), Section 6.05(d)(iii),
      priority seventh (i), Section 6.05(d)(ii),  priority ninth (i) and Section
      6.05(d)(iii), priority ninth (i).

                  (B)(I)  Interest  shall accrue on the Class NTA7 Interest at a
      rate  equal  to the Net  Fixed  Rate  Group 2  Weighted  Average  Mortgage
      Interest Rate,  and shall be distributed  thereon to the extent of the sum
      of (a)  amounts  distributed  pursuant  to Section  6.05(d)(ii),  priority
      second on the Class A-7F Certificates, (b) amounts distributed pursuant to
      Section 6.05(d)(i), priority sixth (i) and Section 6.05(d)(iii),  priority
      sixth (i) on the Class A-7F Certificates, and (c) amounts distributable or
      deemed distributed pursuant to Section 6.05(d)(ii), priority fifteenth and
      the  Section  6.05(d)(v)  and  allocable  in  respect  of the  Class  X-7F
      Component.

                  (II)  Interest  shall be  distributed  in respect of the Class
      NTN2 Interest to the extent of amounts  distributed or deemed  distributed
      pursuant to Section 6.05(d)(ii), priority fifteenth and Section 6.05(d)(v)
      and allocable in respect of clause (ii) of the Class X-E Component.

                  (III)  Principal  shall  be  distributed  on  the  Class  NTA7
      Interest to the extent distributed on the Class A-7F Certificates pursuant
      to Section  6.05(d)(ii),  priority third,  Section  6.05(d)(ii),  priority
      eighth,  Section 6.05(d)(i),  priority seventh (i), Section  6.05(d)(iii),
      priority seventh (i), Section  6.05(d)(i),  priority ninth (i) and Section
      6.05(d)(iii), priority ninth (i).

                  (C)(I) Interest shall accrue on the Class NTA-1A Interest at a
      rate equal to the Net  Adjustable  Rate Group  Weighted  Average  Mortgage
      Interest Rate,  and shall be distributed  thereon to the extent of the sum
      of (a)  amounts  distributed  pursuant to Section  6.05(d)(iii),  priority
      second on the Class A-1A Certificates, (b) amounts distributed pursuant to
      Section 6.05(d)(i), priority sixth (ii) and Section 6.05(d)(ii),  priority
      sixth (ii) on the Class A-1A Certificates,  and (c) amounts distributed or
      deemed distributed  pursuant to Section  6.05(d)(iii),  priority fifteenth
      and the last  paragraph of Section  6.05(d)(v) and allocable in respect of
      the Class X-A Component.

                  (II) Interest shall be distributed in respect of the Class NTN
      2  Interest  to the extent of amounts  distributed  or deemed  distributed
      pursuant  to  Section   6.05(d)(iii),   priority   fifteenth  and  Section
      6.05(d)(v)  and  allocable  in  respect  of clause  (iii) of the Class X-E
      Component.

                  (III)  Principal  shall be  distributed  on the  Class  NTA-1A
      Interest to the extent distributed on the Class A-1A Certificates pursuant
      to Section 6.05(d)(iii),  priority third, Section  6.05(d)(iii),  priority
      eighth,  Section 6.05(d)(i),  priority seventh (ii), Section  6.05(d)(ii),
      priority seventh (ii), Section 6.05(d)(i), priority ninth (ii) and Section
      6.05(d)(ii), priority ninth (ii).

                  (IV) All  Insured  Payments  shall be treated  as having  been
      deposited  in the  REMIC  III  Distribution  Account  and are  part of the
      distributable  amount  in REMIC  III.  All  amounts  distributable  to the
      Certificate Insurer pursuant to Section 6.05(d)(i),  priorities fourth and
      fifth,  Section  6.05(d)(ii),  priorities  fourth and fifth,  and  Section
      6.05(d)(iii),  priorities fourth and fifth shall be treated as having been
      distributed to the Certificate Insurer from REMIC III.

                     (iii) REMIC II. For each Distribution  Date,  amounts shall
            be distributed on the REMIC II Regular Interests as follows:

                  (A)  On  each  Distribution  Date,  the  Fixed  Rate  Group  1
      Available Funds  (excluding any Insured  Payments) shall be distributed in
      respect of the Class MT1, Class MTN1, Class MT2, Class MTN2, Class MT3 and
      Class MTN3 Interests as follows:

                  (I) The Fixed Rate Group 1 Basic Principal Distribution Amount
      shall be  distributed  pro rata (based on  principal  balances)  among the
      Class MT1,  Class MT2 and Class MT3 Interests,  such that their  principal
      balances remain in the ratio of 98% of the Pool Principal Balance of Fixed
      Rate Group 1, 1% of the excess of the Pool Principal Balance of Fixed Rate
      Group 1 over the Group 1 OC Amount and 1% of the sum of the Pool Principal
      Balance of Fixed Rate Group 1 and the Group 1 OC Amount, respectively.

                  (II) Such  portion of the Fixed Rate Group 1  Available  Funds
      representing   interest  collections  on  Fixed  Rate  Group  1  shall  be
      distributed to the Class MT 1, Class MTN1,  Class MT2,  Class MTN2,  Class
      MT3 and  Class  MTN3  Interests,  up to the  amount  distributable  at the
      interest  rates set forth in the  definitions  thereof on their  principal
      balances or notional balances, as applicable,  pro rata (based on interest
      accrued).

                  (III) Any recoveries of principal  losses or prior  shortfalls
      in  interest  on  Fixed  Rate  Group 1  received  by  REMIC  II  shall  be
      distributed to the Class MT1, Class MTN1, Class MT2, Class MTN2, Class MT3
      and Class MTN3 Interests,  as the case may be, in the proportions in which
      such losses or shortfalls were previously incurred.

                  (B)  On  each  Distribution  Date,  the  Fixed  Rate  Group  2
      Available Funds  (excluding any Insured  Payments) shall be distributed in
      respect of the Class MT4, Class MTN4, Class MT5, Class MTN5, Class MT6 and
      Class MTN6 Interests as follows:

                  (I) The Fixed Rate Group 2 Basic Principal Distribution Amount
      shall be  distributed  pro rata (based on  principal  balances)  among the
      Class MT4,  Class MT5 and Class MT6 Interests,  such that their  principal
      balances  remain in the ratio of 98% of Pool  Principal  Balance  of Fixed
      Rate Group 1, 1% of the excess of the Pool Principal Balance of Fixed Rate
      Group 2 over the Group 2 OC Amount and 1% of the sum of the Pool Principal
      Balance of Fixed Rate Group 2 and the Group 2 OC Amount, respectively.

                  (II) Such  portion of the Fixed Rate Group 2  Available  Funds
      representing   interest  collections  on  Fixed  Rate  Group  2  shall  be
      distributed to the Class MT4, Class MTN4, Class MT5, Class MTN5, Class MT6
      and Class MTN6 Interests,  up to the amount  distributable at the interest
      rates set forth in the definitions  thereof on their principal balances or
      notional balances, as applicable, pro rata (based on interest accrued).

                  (III) Any recoveries of principal  losses or prior  shortfalls
      in  interest  on  Fixed  Rate  Group 2  received  by  REMIC  II  shall  be
      distributed to the Class MT4, Class MTN4, Class MT5, Class MTN5, Class MT6
      and Class MTN 6 Interests, as the case may be, in the proportions in which
      such losses or shortfalls were previously incurred.

                  (C) On each  Distribution  Date,  the  Adjustable  Rate  Group
      Available Funds  (excluding any Insured  Payments) shall be distributed in
      respect of the Class MT7, Class MTN7, Class MT8, Class MTN8, Class MT9 and
      Class MTN9 Interests as follows:

                  (I) The Class A-1A Basic Principal  Distribution  Amount shall
      be distributed pro rata (based on principal balances) among the Class MT7,
      Class MT8 and Class MT9  Interests,  such that  their  principal  balances
      remain in the ratio of 98% of Pool  Principal  Balance  of the  Adjustable
      Rate  Group,  1% of  the  excess  of the  Pool  Principal  Balance  of the
      Adjustable  Rate Group over the Group 3 OC Amount and 1% of the sum of the
      Pool  Principal  Balance of the  Adjustable  Rate Group and the Group 3 OC
      Amount, respectively.

                  (II) Such portion of the Adjustable Rate Group Available Funds
      representing  interest  collections  on  Adjustable  Rate  Group  shall be
      distributed to the Class MT7, Class MTN7, Class MT8, Class MTN8, Class MT9
      and Class MTN9 Interests,  up to the amount  distributable at the interest
      rates set forth in the definitions  thereof on their principal balances or
      notional balances, as applicable, pro rata (based on interest accrued).

                  (III) Any recoveries of principal  losses or prior  shortfalls
      in interest  on the  Adjustable  Rate Group  received by REMIC II shall be
      distributed to the Class MT7, Class MTN7, Class MT8, Class MTN8, Class MT9
      and Class MTN9 Interests,  as the case may be, in the proportions in which
      such losses or shortfalls were previously incurred.

                     (iv) REMIC I. For each Distribution  Date, amounts shall be
            distributed on the REMIC I Regular Interests as follows:

                  (A)  On  each  Distribution  Date,  the  Fixed  Rate  Group  1
      Available Funds  (excluding any Insured  Payments) shall be distributed in
      respect of the Class LT1,  Class LT2 and Class LT3  Interests  as follows:
      (I) the Fixed Rate Group 1 Basic  Principal  Distribution  Amount shall be
      distributed  pro rata (based on principal  balances)  among the Class LT1,
      Class LT2 and Class LT3  Interests,  such that  their  principal  balances
      remain in the ratio of 98% of Pool  Principal  Balance of Fixed Rate Group
      1, 1% of the  excess of the Pool  Principal  Balance of Fixed Rate Group 1
      over the Group 1 OC Amount and 1% of the sum of the Pool Principal Balance
      of Fixed Rate Group 1 and the Group 1 OC Amount, respectively.

                  (II) Such  portion of the Fixed Rate Group 1  Available  Funds
      representing   interest  collections  on  Fixed  Rate  Group  1  shall  be
      distributed to the Class LT1,  Class LT2, and Class LT3  Interests,  up to
      the  amount   distributable  at  the  interest  rates  set  forth  in  the
      definitions  thereof  on their  principal  balances,  pro rata  (based  on
      interest accrued).

                  (III)  Subject to Section  6.05(e)(iv)(D),  any  recoveries of
      principal  losses or prior  shortfalls  in  interest on Fixed Rate Group 1
      received by REMIC I shall be  distributed to the Class LT1, Class LT2, and
      Class LT3 Interests,  as the case may be, in the proportions in which such
      losses or shortfalls were previously incurred.

                  (B)  On  each  Distribution  Date,  the  Fixed  Rate  Group  2
      Available Funds  (excluding any Insured  Payments) shall be distributed in
      respect of the Class LT4,  Class LT5 and Class LT6  Interests  as follows:
      (I) the Fixed Rate Group 2 Basic  Principal  Distribution  Amount shall be
      distributed  pro rata (based on principal  balances)  among the Class LT4,
      Class LT5 and Class LT6  Interests,  such that  their  principal  balances
      remain in the ratio of 98% of Pool  Principal  Balance of Fixed Rate Group
      2, 1% of the  excess of the Pool  Principal  Balance of Fixed Rate Group 2
      over the Group 2 OC Amount and 1% of the sum of the Pool Principal Balance
      of Fixed Rate Group 2 and the Group 2 OC Amount, respectively.

                  (II) Such  portion of the Fixed Rate Group 2  Available  Funds
      representing   interest  collections  on  Fixed  Rate  Group  2  shall  be
      distributed to the Class LT4, Class LT5 and Class LT6 Interests, up to the
      amount  distributable  at the interest rates set forth in the  definitions
      thereof on their principal balances, pro rata (based on interest accrued).

                  (III)  Subject to Section  6.50(e)(iv)(D),  any  recoveries of
      principal  losses or prior  shortfalls  in  interest on Fixed Rate Group 2
      received by REMIC I shall be  distributed to the Class LT4, Class LT5, and
      Class LT6 Interests,  as the case may be, in the proportions in which such
      losses or shortfalls were previously incurred.

                  (C) On each  Distribution  Date,  the  Adjustable  Rate  Group
      Available Funds  (excluding any Insured  Payments) shall be distributed in
      respect of the Class LT7, Class LT8 and Class LT9 Interests as follows:

                  (I) The Class A-1A Basic Principal  Distribution  Amount shall
      be distributed pro rata (based on principal balances) among the Class LT7,
      Class LT8 and Class LT9  Interests,  such that  their  principal  balances
      remain in the ratio of 98% of Pool  Principal  Balance  of the  Adjustable
      Rate  Group,  1% of  the  excess  of the  Pool  Principal  Balance  of the
      Adjustable  Rate Group over the Group 3 OC Amount and 1% of the sum of the
      Pool  Principal  Balance of the  Adjustable  Rate Group and the Group 3 OC
      Amount, respectively.

                  (II) Such portion of the Adjustable Rate Group Available Funds
      representing  interest  collections on the Adjustable  Rate Group shall be
      distributed to the Class LT7, Class LT8 and Class LT9 Interests, up to the
      amount  distributable  at the interest rates set forth in the  definitions
      thereof on their principal balances or notional  balances,  as applicable,
      pro rata (based on interest accrued).

                  (III)  Subject to Section  6.05(e)(iv)(D)  any  recoveries  of
      principal  losses or prior  shortfalls in interest on the Adjustable  Rate
      Group received by REMIC I shall be distributed to the Class LT7, Class LT8
      and Class LT9 Interests,  as the case may be, in the  proportions in which
      such losses or shortfalls were previously incurred.

                  (D) All amounts distributable  pursuant to Section 6.05(d)(i),
      priorities  first,  tenth,  eleventh  and  twelfth,  Section  6.50(d)(ii),
      priorities first, tenth,  eleventh and twelfth, and Section  6.50(d)(iii),
      priorities first, tenth, eleventh and twelfth,  shall be treated as having
      been distributed to the Insurance  Account,  the Trustee,  or the Servicer
      and/or the Representative, as applicable, from REMIC I.

            (f) All distributions made to the Class A Certificateholders  or the
Class X, Class R-I, Class R-II, Class R-III and Class R-IV Certificateholders as
a Class on each  Distribution  Date will be made on a pro rata  basis  among the
Certificateholders  of the  respective  Class of  record  on the next  preceding
Record Date based on the Percentage  Interest  represented  by their  respective
Certificates,  and shall be made by wire transfer of immediately available funds
to the  account  of such  Certificateholder  at a bank or  other  entity  having
appropriate facilities therefor, if such  Certificateholder  shall own of record
Class A Certificates  which have  denominations  aggregating at least $1,000,000
appearing  in the  Certificate  Register,  and in all cases with  respect to the
Class X, Class R-I, Class R-II,  Class R-III and Class R-IV  Certificateholders,
and shall have provided complete wiring instructions at least five Business Days
prior to the Record Date,  and  otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register.

            Section 6.06      [RESERVED].

            Section 6.07      STATEMENTS.

            Not later than 12:00 noon Chicago, Illinois time on the Business Day
preceding each Determination Date, the Servicer shall deliver to the Trustee and
the  Certificate  Insurer a  computer  tape or  written  report  containing  the
information  set forth on EXHIBIT R as to each Mortgage Loan with respect to the
related Due Period and such other information with respect to the Mortgage Loans
in the aggregate as the Trustee shall reasonably  require.  Not later than 12:00
noon Chicago,  Illinois time two Business Days preceding each Distribution Date,
the Trustee shall deliver to the Depositors, any Paying Agent, the Servicer, the
Certificate Insurer,  Moody's and S&P by telecopy,  by request, a statement (the
"REMITTANCE  Report") prepared based on the information provided by the Servicer
on EXHIBIT R  containing  the  information  set forth below with  respect to the
succeeding  Distribution  Date,  with a hard copy thereof to be delivered on the
immediately succeeding Business Day:

               (i)the  Available Funds  attributable to each Mortgage Loan Group
      and any  portion of the  Available  Funds that has been  deposited  in the
      Collection Account but may not be withdrawn therefrom pursuant to an order
      of a United States bankruptcy court of competent  jurisdiction  imposing a
      stay pursuant to Section 362 of the United States Bankruptcy Code;

               (ii) the Class A-1F Principal  Balance,  the Class A-2F Principal
      Balance,  the Class  A-3F  Principal  Balance,  the Class  A-4F  Principal
      Balance,  the Class  A-5F  Principal  Balance,  the Class  A-6F  Principal
      Balance,  the Class  A-7F  Principal  Balance,  the Class  A-1A  Principal
      Balance and the Pool Principal  Balance with respect to each Mortgage Loan
      Group,  as reported  pursuant to SUBCLAUSE  (XIII) below in the Remittance
      Report provided for the immediately  preceding  Distribution  Date, or, in
      the  case  of the  first  Determination  Date,  the  Original  Class  A-1F
      Principal Balance, the Original Class A-2F Principal Balance, the Original
      Class A-3F Principal  Balance,  the Original Class A-4F Principal Balance,
      the  Original  Class  A-5F  Principal  Balance,  the  Original  Class A-6F
      Principal Balance, the Original Class A-7F Principal Balance, the Original
      Class A-1A Principal  Balance and the Original Pool Principal Balance with
      respect to each Mortgage Loan Group;

               (iii) with respect to the Mortgage  Pool and each  Mortgage  Loan
      Group,  the number and the  aggregate  Principal  Balances of all Mortgage
      Loans which were the subject of Principal  Prepayments  during the related
      Due Period;

               (iv) with respect to the  Mortgage  Pool and each  Mortgage  Loan
      Group,  the  amount of all  Curtailments  which were  received  during the
      related Due Period;

               (v)with  respect  to the  Mortgage  Pool and each  Mortgage  Loan
      Group, the aggregate amount of principal  portions of all Monthly Payments
      received during the related Due Period;

               (vi) with respect to the  Mortgage  Pool and each  Mortgage  Loan
      Group,  the amount of interest  received on the Mortgage  Loans during the
      related Due Period;

               (vii) with respect to the Mortgage  Pool and each  Mortgage  Loan
      Group,  the  aggregate  amount of the  Advances  made and  recovered  with
      respect to such Distribution Date;

               (viii) with respect to the Mortgage  Pool and each  Mortgage Loan
      Group,  the delinquency and foreclosure  information set forth in the form
      attached hereto as EXHIBIT H and the amount of Mortgage Loan Losses during
      the related Due Period;

               (ix) the Class A-1F Principal  Balance,  the Class A-2F Principal
      Balance,  the Class  A-3F  Principal  Balance,  the Class  A-4F  Principal
      Balance,  the Class  A-5F  Principal  Balance,  the Class  A-6F  Principal
      Balance,  the Class A-7F Principal  Balance,  and the Class A-1A Principal
      Balance  after  giving  effect  to the  distribution  to be  made  on such
      Distribution Date;

               (x)with  respect  to the  Mortgage  Pool and each  Mortgage  Loan
      Group,  the weighted  average  maturity and the weighted  average Mortgage
      Interest Rate of the Mortgage  Loans in each Mortgage Loan Group as of the
      last day of the related Due Period;

               (xi)     the  Servicing  Fees paid and  Servicing  Fees accrued
      during the related Due Period;

               (xii)  the  amount  of  all  payments  or  reimbursements  to the
      Servicer  pursuant to SECTION 5.04 (II), (IV), (V), (VI) AND (VII) paid or
      to be paid since the prior  Distribution Date (or in the case of the first
      Distribution Date, since the Closing Date);

               (xiii) the Pool Principal Balance and aggregate Principal Balance
      for each Mortgage Loan Group as of the last day of the related Due Period;

               (xiv) such other  information as the Certificate  Insurer and the
      Certificateholders may reasonably require;

               (xv)     the amounts  which are  reimbursable  to the Servicer,
      the  Representative  or the  Depositors,  as  appropriate,  pursuant  to
      SECTION 6.05;

               (xvi) with respect to the Mortgage  Pool and each  Mortgage  Loan
      Group,  the number of Mortgage  Loans  outstanding at the beginning and at
      the end of the related Due Period;

               (xvii) the aggregate  interest  accrued on the Mortgage  Loans at
      their respective Mortgage Interest Rates for the related Due Period;

               (xviii) the Overcollateralized  Amount, the Overcollateralization
      Target  Amount and any  Overcollateralization  Deficiency  Amount for each
      Certificate  Group for each  Distribution  Date, in each case after giving
      effect to distributions on such Distribution Date;

               (xix) the  aggregate  Mortgage Loan Losses since the Cut-off Date
      as of the end of the related Due Period;

               (xx) the Class A-1A LIBOR Interest Carryover,  Fixed Rate Group 1
      Interest  Carryover and Fixed Rate Group 2 Interest Carryover with respect
      to such  Distribution  Date and, any such unpaid Class A-1A LIBOR Interest
      Carryover,  Fixed Rate Group 1 Interest  Carryover  and Fixed Rate Group 2
      Interest  Carryover from prior  Distribution  Date(s),  including interest
      accrued thereon; and

               (xxi)  the   Pass-Through   Rate  for  each   Class  of  Class  A
      Certificates for the related Accrual Period; and

               (xxii)  the  aggregate   amount  of  interest  and/or   principal
      (reported  separately) to be distributed on each Class of  Certificates on
      such Distribution Date.

            The Trustee shall forward such report to the  Certificateholders  on
the Distribution  Date, by telecopy,  with a hard copy to follow (in the case of
the Depository) or by first class mail. The Depositors and the Trustee may fully
rely upon and shall have no liability  with respect to  information  provided by
the Servicer.

            To the extent that there are inconsistencies between the telecopy of
the  Remittance  Report and the hard copy thereof,  the Servicer and the Trustee
may rely upon the telecopy.

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

            (a)   Upon  reasonable advance notice in writing,  the Servicer will
provide to the Trustee access to  information  and  documentation  regarding the
Mortgage  Loans  sufficient  to permit  any Holder  which is a savings  and loan
association,  bank or insurance company to comply with applicable regulations of
the FDIC or other  regulatory  authorities  with  respect to  investment  in the
Certificates, as applicable.

            (b)   Not  later  than 10 days  after each  Distribution  Date,  the
Servicer  shall provide the  Cumulative  Loss  Percentage to the Trustee and the
Certificate  Insurer as of the most recent  Distribution Date. In addition,  the
Servicer shall furnish to the Trustee and to the Certificate Insurer, during the
term of this Agreement, such periodic,  special, or other reports or information
not  specifically  provided  for herein,  as may be  necessary,  reasonable,  or
appropriate with respect to the Trustee or the Certificate  Insurer, as the case
may be, or otherwise  with respect to the purposes of this  Agreement,  all such
reports or information to be provided by and in accordance  with such applicable
instructions  and  directions  as the  Trustee or the  Certificate  Insurer  may
reasonably  require;  PROVIDED,  that  the  Servicer  shall  be  entitled  to be
reimbursed by the requesting party, for the fees and actual expenses  associated
with providing such reports,  if such reports are not generally  produced in the
ordinary course of its business.

            (c)   Reports  and computer tapes furnished by the Servicer pursuant
to this Agreement shall be deemed  confidential and of proprietary  nature,  and
shall not be copied or  distributed  except in connection  with the purposes and
requirements of this Agreement;  provided that the Certificate  Insurer may copy
or distribute  such  information (A) pursuant to a subpoena or order issued by a
court  of  competent   jurisdiction  or  by  a  judicial  or  administrative  or
legislative body or committee,  (B) as may be required in any report,  statement
or testimony submitted to any Federal, state, municipal or other regulatory body
having  jurisdiction over the Certificate  Insurer,  (C) in order to comply with
any law, ruling,  order or regulation  applicable to the Certificate Insurer, or
(D) as may be required by any rating agency or reinsurer.  No Person entitled to
receive  copies of such reports or tapes shall use the  information  therein for
the purpose of  soliciting  the  customers of the  Originators  or for any other
purpose except as set forth in this Agreement.

            (d)   The  Trustee shall  promptly send to the  Certificate  Insurer
and, upon request, to each Certificateholder in writing:

                  (i)   notice of the appointment of any Subservicer;

                  (ii)  notice of any  transfer  of any  Account to a  different
            depository institution;

                  (iii) a copy of each Officer's  Certificate delivered pursuant
            to  SECTION  7.04 and any notice  received  from the  Servicer  of a
            change in the fiscal year of the Servicer;

                  (iv) a copy of each letter delivered pursuant to SECTION 7.05;
            and

                  (v) notice of the  receipt by the  Trustee of any  information
            regarding the Servicer's  servicing  activities pursuant to the last
            paragraph of SECTION 10.01(C).

PROVIDED,  that in each case the  Trustee  shall only be  required  to send such
notices  and other  items to such  Persons to the extent  that the  Trustee  has
itself received the related information.

            The   Depositors,   the  Servicer  and  the  Trustee  on  behalf  of
Certificateholders  (the  "TRUST  PARTIES")  hereby  authorize  the  Certificate
Insurer  to  include  the  information  contained  in  reports  provided  to the
Certificate Insurer hereunder (the  "INFORMATION") on The Bloomberg,  an on-line
computer based information  network maintained by Bloomberg L.P.  ("BLOOMBERG"),
or in other electronic or print  information  services.  The Trust Parties agree
not to commence  any actions or  proceedings,  or  otherwise  assert any claims,
against the  Certificate  Insurer or its  affiliates  or any of the  Certificate
Insurer's or its  affiliates'  respective  agents,  representatives,  directors,
officers or employees (collectively, the "CERTIFICATE INSURER PARTIES"), arising
out of, or related to or in connection with the dissemination  and/or use of any
Information by the Certificate  Insurer,  including,  but not limited to, claims
based  on  allegations  of  inaccurate,  incomplete  or  erroneous  transfer  of
information by the Certificate  Insurer to Bloomberg or otherwise (other than in
connection with the Certificate Insurer's negligence or willful misconduct). The
Trust  Parties  waive  their  rights  to  assert  any such  claims  against  the
Certificate  Insurer  Parties  and fully and  finally  release  the  Certificate
Insurer Parties from any and all such claims, demands, obligations,  actions and
liabilities (other than in connection with the Certificate  Insurer's negligence
or willful  misconduct).  The Certificate  Insurer makes no  representations  or
warranties,  expressed or implied,  of any kind  whatsoever  with respect to the
accuracy, adequacy, timeliness, completeness, merchantability or fitness for any
particular  purpose of any  Information in any form or manner.  The  Certificate
Insurer reserves the right at any time to withdraw or suspend the  dissemination
of the Information by the Certificate Insurer. The authorizations, covenants and
obligations  of the Trust Parties under this section  shall be  irrevocable  and
shall survive the termination of this Agreement.

            Section 6.08      ADVANCES BY THE SERVICER.

            Not later  than the close of  business  on the  third  Business  Day
preceding each  Distribution  Date, the Servicer shall remit to the Trustee (but
solely  from and to the  extent of  amounts  on  deposit  in the  Principal  and
Interest  Account as of the related  Determination  Date, after giving effect to
withdrawals from the Principal and Interest Account as of the Determination Date
for such  Distribution  Date  pursuant  to  SECTION  5.04(I)),  an  amount  (the
"ADVANCE")  equal to the sum of (a) the  interest  accrued  in the  related  Due
Period on the Mortgage Loans but  uncollected as of the close of business on the
last day of such Due Period (net of the  Servicing  Fee) and (b) with respect to
each REO Property  which was acquired  during or prior to the related Due Period
and as to which an REO  Disposition did not occur during the related Due Period,
an amount equal to the excess,  if any, of interest on the Principal  Balance of
such REO Property  computed at the related  Mortgage  Interest  Rate (net of the
Servicing  Fee  (computed in the manner  described in paragraph  (i) or (ii), as
applicable,  of the definition  thereof)) for the most recently ended Due Period
over the net  income  from  the REO  Property  deposited  in the  Principal  and
Interest Account during such Due Period pursuant to SECTION 5.10.

            Notwithstanding  the  provisions in the foregoing  paragraph of this
SECTION  6.08,  with respect to the  Distribution  Dates  occurring on or before
December  27,  1999,  if the amounts on deposit in the  Principal  and  Interest
Account are insufficient to make the full Advance (as defined herein),  and as a
result  thereof an Event of Nonpayment  would occur,  the Servicer shall make an
Advance  from  its own  funds  equal  to such  insufficiency  to the  extent  of
delinquent  payments of interest and may reimburse itself for such Advances from
collections on the related Mortgage Loans pursuant to SECTION 5.04(II).


                                 ARTICLE VII

                         GENERAL SERVICING PROCEDURES

            Section 7.01      ASSUMPTION AGREEMENTS.

            When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related  Mortgage Loan under any  "due-on-sale"  clause contained in the related
Mortgage  or Mortgage  Note;  PROVIDED,  HOWEVER,  that the  Servicer  shall not
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the  Servicer,  is not  enforceable  under  applicable  law. In such event,  the
Servicer  shall enter into an assumption  agreement with the person to whom such
property  has been or is about to be  conveyed,  pursuant  to which such  person
becomes liable under the Mortgage Note and, unless  prohibited by applicable law
or the Mortgage Documents, the Mortgagor remains liable thereon. The Servicer is
also authorized with the prior approval of the Certificate Insurer to enter into
a substitution  of liability  agreement with such person,  pursuant to which the
original  Mortgagor is released from liability and such person is substituted as
Mortgagor and becomes  liable under the Mortgage Note. The Servicer shall notify
the  Depositors,   the  Trustee  and  the  Certificate  Insurer  that  any  such
substitution  or assumption  agreement  has been  completed by forwarding to the
Trustee (or to the  Custodian  on behalf of the  Trustee)  the  original of such
substitution or assumption  agreement and a duplicate  thereof to the Depositors
and the Certificate Insurer, which original shall be added by the Trustee (or by
the Custodian on behalf of the Trustee) 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.  In
connection with any assumption or substitution  agreement  entered into pursuant
to this SECTION 7.01, the Servicer  shall not change the Mortgage  Interest Rate
or the Monthly  Payment,  defer or forgive the payment of principal or interest,
reduce the  outstanding  principal  amount or extend the final  maturity date on
such Mortgage Loan. Any fee collected by the Servicer for consenting to any such
conveyance or entering into an assumption  or  substitution  agreement  shall be
retained by or paid to the Servicer as additional Servicing Compensation.

            Notwithstanding  the foregoing  paragraph or any other  provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other  violation of its  obligations  hereunder by reason of any assumption of a
Mortgage  Loan by operation of law or any  assumption  which the Servicer may be
restricted by law from preventing, for any reason whatsoever.

            With  respect to any  mortgage  loan  secured by an  interest  in an
Illinois  Land  Trust,  if the  Servicer  receives  notice  of the  sale  of the
beneficial  interest in a Illinois Land Trust or the related Mortgaged  Property
by the  holder  of a First  Lien  secured  thereby  to a Person  other  than the
Servicer,  the Depositors or the Trustee,  then,  prior to  distribution  of any
proceeds of such sale,  the Servicer shall demand in writing that such holder of
a First Lien pay the amount  necessary  to satisfy  all  indebtedness  under the
Mortgage  Loan from the proceeds of such sale. If such holder of a First Lien so
requests,  the Servicer shall furnish  reasonable  proof of the  Depositor's and
Trustee's interest with respect to such proceeds.  Unless and until the Servicer
has  received  instruction  otherwise  from the  Majority  in  Aggregate  Voting
Interest (with the consent of the  Certificate  Insurer) or from the Certificate
Insurer, the Servicer shall, with respect to any such First Lien and the related
Mortgage  Loan,  follow  servicing  standards  consistent  with those of prudent
lending  institutions  in the  geographic  area where the Mortgaged  Property is
located, including the making of any appropriate Servicing Advances with respect
thereto.  In any event,  the  Servicer  shall follow any  instructions  from the
Majority  in  Aggregate  Voting  Interest  with the  consent of the  Certificate
Insurer or from the Certificate Insurer as soon as practicable following receipt
thereof.

            Section 7.02      SATISFACTION   OF   MORTGAGES   AND   RELEASE   OF
MORTGAGE FILES.

            The Servicer shall not grant a satisfaction or release of a Mortgage
without  having  obtained  payment  in full of the  indebtedness  secured by the
Mortgage  or  otherwise  prejudice  any  right  the  Certificateholders  or  the
Certificate  Insurer may have under the mortgage  instruments subject to SECTION
5.01 hereof.  The Servicer  shall  maintain the Fidelity Bond as provided for in
SECTION 5.09 insuring the Servicer  against any loss it may sustain with respect
to any Mortgage Loan not satisfied in accordance  with the  procedures set forth
herein.

            Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer  of a  notification  that  payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Trustee or
the Custodian on behalf of the Trustee by an Officers'  Certificate  in the form
of EXHIBIT B attached to the  Custodial  Agreement  (which  certification  shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Principal
and Interest Account pursuant to SECTION 5.03 have been or will be so deposited)
of a Servicing  Officer and shall request  delivery to it of the Mortgage  File.
Upon receipt of such certification and request,  the Trustee or the Custodian on
behalf of the Trustee shall  promptly  release the related  Mortgage File to the
Servicer. Expenses incurred in connection with any instrument of satisfaction or
deed  of  reconveyance  shall  be  payable  by the  Servicer  and  shall  not be
reimbursed from the Principal and Interest Account or the Collection Account.

            From  time  to  time  and  as  appropriate   for  the  servicing  or
foreclosure of any Mortgage Loan, including, for this purpose,  collection under
any primary mortgage guaranty  insurance policy, the Trustee or the Custodian on
behalf of the Trustee  shall,  upon  request of the Servicer and delivery to the
Trustee or the Custodian on behalf of the Trustee of a certification in the form
of EXHIBIT B attached to the Custodial Agreement signed, by a Servicing Officer,
promptly  release the related  Mortgage  File to the  Servicer,  and the Trustee
shall  execute such  documents as shall be necessary to the  prosecution  of any
such  proceedings.  Such servicing receipt shall obligate the Servicer to return
the  Mortgage  File or any  document  released  therefrom  to the Trustee or the
Custodian  on behalf of the Trustee  when the need  therefor by the  Servicer no
longer  exists,  unless  the  Mortgage  Loan  has  been  liquidated  and the Net
Liquidation  Proceeds  relating to the Mortgage Loan have been  deposited in the
Principal  and  Interest  Account and remitted to the Trustee for deposit in the
Collection Account or the Mortgage File has been delivered to an attorney, or to
a public  trustee or other  public  official as required by law, for purposes of
initiating or pursuing legal action or other  proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Servicer has
delivered to the Trustee a certificate of a Servicing  Officer  certifying as to
the name and address of the Person to which such  Mortgage File or such document
was  delivered and the purpose or purposes of such  delivery.  Upon receipt of a
certificate  of  a  Servicing  Officer  stating  that  such  Mortgage  Loan  was
liquidated,  the servicing  receipt shall be released promptly by the Trustee to
the Servicer.

            The Trustee shall  promptly  execute and deliver to the Servicer any
legal  notices,  court  pleadings,  requests for trustee's  sale in respect of a
Mortgaged  Property or any legal action brought to obtain  judgment  against any
Mortgagor on the Mortgage  Note or Mortgage or to obtain a deficiency  judgment,
or to enforce any other  remedies or rights  provided  by the  Mortgage  Note or
Mortgage  or  otherwise  available  at  law or in  equity.  Together  with  such
documents or pleadings,  the Servicer shall deliver to the Trustee a certificate
of a Servicing  Officer  requesting that such pleadings or documents be executed
by the Trustee and  certifying as to the reason such  documents or pleadings are
required and that the  execution  and  delivery  thereof by the Trustee will not
invalidate  or  otherwise  affect  the  lien  of the  Mortgage,  except  for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
The Trustee shall,  upon receipt of a written request from a Servicing  Officer,
execute any  document  provided to the Trustee by the Servicer or take any other
action  requested  in such  request  that is, in the opinion of the  Servicer as
evidenced  by such  request,  required  by any  state or other  jurisdiction  to
discharge the lien of a Mortgage upon the  satisfaction  thereof and the Trustee
will  promptly  sign and deliver,  but will not  guarantee  receipt of, any such
documents  to the  Servicer,  or such other  party as the  Servicer  may direct,
within five Business Days, or more promptly if needed,  of the Trustee's receipt
of such certificate or documents.  Such certificate or documents shall establish
to the Trustee's  satisfaction  that the related  Mortgage Loan has been paid in
full by or on behalf of the Mortgagor  and that such payment has been  deposited
in the Principal and Interest Account.

            Section 7.03      SERVICING COMPENSATION.

            As compensation  for its services  hereunder,  the Servicer shall be
entitled to withdraw from the Principal and Interest Account (or, so long as the
Principal  and Interest  Account is maintained  pursuant to SECTION  5.03(A)(Y),
note on its books  that  such  funds are no longer  funds  with  respect  to the
Principal  and  Interest  Account)  or to retain from  interest  payments on the
Mortgage Loans, the Servicer's Servicing Fee. Additional servicing  compensation
in the form of assumption  and other  administrative  fees  (including bad check
charges,  late payment fees and similar fees), interest paid on funds on deposit
in the  Principal and Interest  Account,  amounts  remitted  pursuant to SECTION
6.03(B)(IV)  and  Excess  Proceeds  shall  be  retained  by or  remitted  to the
Servicer, to the extent not otherwise required to be remitted to the Trustee for
deposit in the  Collection  Account and not  constituting  the  Representative's
Yield.  The  Servicer  shall be required to pay all  expenses  incurred by it in
connection with its servicing  activities hereunder and shall not be entitled to
reimbursement   therefor  except  as  specifically   provided  for  herein.  The
Representative's  Yield  is the  property  of the  Representative,  and  not the
property  of the  Servicer,  and such  ownership  shall not be  affected  by any
termination of the Servicer.

            Section 7.04      ANNUAL STATEMENT AS TO COMPLIANCE.

            The Servicer will deliver to the  Certificate  Insurer,  the Trustee
and each  Rating  Agency,  not  later  than the  last  day of the  fourth  month
following  the  end of the  Servicer's  fiscal  year,  which  currently  ends on
December  31,  beginning  with the fiscal  year ending  December  31,  1999,  an
Officers'  Certificate stating that (i) the Servicer has fully complied with the
provisions  of  ARTICLES  V AND  VIII,  (ii) a review of the  activities  of the
Servicer  during  the  preceding  fiscal  year  and of  performance  under  this
Agreement has been made under such officers' supervision,  and (iii) to the best
of such officers'  knowledge,  based on such review,  the 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 officers and the nature and status  thereof and the action
being taken by the Servicer to cure such default.  The Servicer  shall  promptly
notify the Certificate Insurer, the Trustee and each Rating Agency promptly upon
any change in the basis on which its fiscal year is determined.

            Section 7.05      ANNUAL INDEPENDENT PUBLIC  ACCOUNTANTS'  SERVICING
REPORT.

            Not later than the last day of the fourth month following the end of
the Servicer's  fiscal year,  beginning with the fiscal year ending December 31,
1999, the Servicer,  at its expense,  shall cause a firm of  independent  public
accountants  reasonably acceptable to the Trustee and the Certificate Insurer to
furnish a letter or letters to the  Certificate  Insurer,  the  Trustee and each
Rating  Agency to the effect that such firm has with  respect to the  Servicer's
overall  servicing  operations  examined such  operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers, and
stating such firm's conclusions relating thereto.

            Section 7.06      RIGHT TO EXAMINE SERVICER RECORDS.

            The Trustee or the Trustee at the request of a Majority in Aggregate
Voting Interest (or the  representatives  thereof) and the  Certificate  Insurer
shall have the right upon reasonable prior notice,  during normal business hours
and as often as  reasonably  required,  to examine  and audit any and all of the
books,  records  or  other  information  of the  Servicer,  whether  held by the
Servicer or by another on behalf of the  Servicer,  which may be relevant to the
performance or observance by the Servicer of the terms,  covenants or conditions
of this Agreement.

            Section 7.07      REPORTS TO  THE  TRUSTEE;  PRINCIPAL  AND INTEREST
ACCOUNT STATEMENTS.

            Solely with respect to a Principal and Interest  Account  maintained
pursuant to SECTION  5.03(A)(X),  if the Principal  and Interest  Account is not
maintained with the Trustee, then not later than 25 days after each Distribution
Date,  the Servicer shall forward to the  Certificate  Insurer and the Trustee a
statement,  certified by a Servicing  Officer,  setting  forth the status of the
Principal  and Interest  Account as of the end of the  preceding  Due Period and
showing,  for the period  covered by such  statement,  the aggregate of deposits
into the Principal and Interest  Account for each category of deposit  specified
in SECTION 5.03,  the aggregate of  withdrawals  from the Principal and Interest
Account for each category of withdrawal specified in SECTION 5.04, the aggregate
amount of permitted  withdrawals not made in the related period,  and the amount
of Advances, if any, for the related period.


                                 ARTICLE VIII

                      REPORTS TO BE PROVIDED BY SERVICER

            Section 8.01      FINANCIAL STATEMENTS.

            The Servicer will furnish to the Certificate Insurer, the Depositors
or the Trustee on request unaudited financial statements of the Servicer.

            The Servicer also agrees to make available on a reasonable  basis to
the Certificate  Insurer, the Depositor,  the Trustee, any  Certificateholder or
any  prospective  Certificateholder  a  knowledgeable  financial  or  accounting
officer for the purpose of  answering  reasonable  questions  respecting  recent
developments affecting the Servicer or the financial statements of the Servicer.


                                  ARTICLE IX

                                 THE SERVICER

            Section 9.01      INDEMNIFICATION; THIRD PARTY CLAIMS.

            The  Servicer  agrees  to  indemnify  and hold the  Depositors,  the
Custodian, the Trustee, the Certificate Insurer and each Holder harmless against
any and all  claims,  losses,  penalties,  fines,  forfeitures,  legal  fees and
related  costs,  judgments,  and any other  costs,  fees and  expenses  that the
Trustee,  the Custodian,  the Certificate  Insurer and any Holder may sustain in
any way related to the failure of the Servicer to perform its duties and service
the Mortgage Loans in compliance with the terms of this Agreement.  The Servicer
shall  immediately  notify the  Depositors,  the  Trustee,  the  Custodian,  the
Certificate  Insurer and each  Certificateholder,  if a claim is made by a third
party with respect to this  Agreement,  and the Servicer  shall assume (with the
consent of the  Trustee  and the  Certificate  Insurer)  the defense of any such
claim and advance all expenses in  connection  therewith,  including  reasonable
counsel  fees,  and promptly  advance  funds to pay,  discharge  and satisfy any
judgment or decree which may be entered against the Servicer,  the Trustee,  the
Certificate Insurer and/or any  Certificateholder  in respect of such claim. The
Trustee  may, if  necessary,  reimburse  the  Servicer  from  amounts  otherwise
distributable  on the  Class X  Certificates  for  all  amounts  advanced  by it
pursuant to the preceding sentence except when the claim relates directly to the
failure  of the  Servicer  to  service  and  administer  the  Mortgage  Loans in
compliance with the terms of this Agreement.  The Servicer shall have no lien on
the  assets of the Trust  with  respect to  amounts  advanced  pursuant  to this
SECTION  9.01  directly  as a  result  of  Servicer's  failure  to  service  and
administer the Mortgage Loans in compliance with the terms of this Agreement.

            Section 9.02      MERGER OR CONSOLIDATION OF THE SERVICER.

            The Servicer will each keep in full effect its existence, rights and
franchises as a corporation and will obtain and preserve its qualification to do
business as a foreign corporation, in each jurisdiction necessary to protect the
validity and  enforceability  of this Agreement or any of the Mortgage Loans and
to perform its duties under this Agreement.

            Any Person into which the Servicer may be merged or consolidated, or
any corporation resulting from any merger,  conversion or consolidation to which
the Servicer or the Representative shall be a party, or any Person succeeding to
the business of the Servicer,  shall be an  established  mortgage loan servicing
institution  that  has a net  worth  of at least  $15,000,000  and  shall be the
successor  of the  Servicer  or the  Representative,  as  applicable  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.  The
Servicer shall send notice of any such merger or  consolidation  to the Trustee,
the Certificate Insurer and each Rating Agency.

            Section 9.03      LIMITATION  ON   LIABILITY  OF  THE  SERVICER  AND
OTHERS.

            The Servicer  and any  director,  officer,  employee or agent of the
Servicer may rely on any document of any kind which it in good faith  reasonably
believes  to be  genuine  and to have  been  adopted  or  signed  by the  proper
authorities  respecting any matters arising  hereunder.  Subject to the terms of
SECTION  9.01  herein,  the  Servicer  shall have no  obligation  to appear with
respect to, prosecute or defend, any legal action which is not incidental to the
Servicer's duty to service the Mortgage Loans in accordance with this Agreement.

            Section 9.04      SERVICER NOT TO RESIGN.

            The  Servicer  shall not assign this  Agreement  nor resign from the
obligations  and duties  hereby  imposed  on it except by mutual  consent of the
Servicer,  the Representative  (if the Representative is not the Servicer),  the
Certificate  Insurer, the Trustee and the Majority in Aggregate Voting Interest,
or upon the  determination  that the Servicer's  duties  hereunder are no longer
permissible  under  applicable  law and such  incapacity  cannot be cured by the
Servicer.  Any such  determination  permitting  the  resignation of the Servicer
shall be evidenced  by a written  Opinion of Counsel (who may be counsel for the
Servicer) to such effect delivered to the Trustee,  the  Representative  (if the
Representative is not the Servicer) and the Certificate  Insurer,  which Opinion
of Counsel shall be in form and substance  acceptable to the Certificate Insurer
and the Trustee.  No such  resignation  shall become effective until a successor
has  assumed  the  Servicer's  responsibilities  and  obligations  hereunder  in
accordance  with SECTION 9.02. The Servicer  shall  promptly  notify each Rating
Agency promptly of its intention to resign pursuant to this SECTION 9.04.

            Section 9.05      REMOVAL OF SERVICER.

            The Certificate Insurer or the Holders of Certificates  representing
a Majority in Aggregate  Voting  Interest may, with the prior written consent of
the  Certificate  Insurer,  remove  the  Servicer  upon  the  occurrence  of and
continuation  of a Servicer  Default upon 90 days' prior  written  notice to the
Servicer.  No such removal shall become  effective until a successor (other than
the  Trustee,  unless the Trustee  agrees to so act) has assumed the  Servicer's
responsibilities and obligations  hereunder in accordance with SECTION 9.02. The
Servicer shall promptly notify each Rating Agency of such removal.

<PAGE>


                                  ARTICLE X

                               SERVICER DEFAULT

            Section 10.01     SERVICER DEFAULT.

            (a) In case one or more of the  following  events  (each a "SERVICER
DEFAULT") by the Servicer shall occur and be continuing:

               (i) (A) an Event of Nonpayment  (subject to paragraph (c) below);
      (B) the failure by the  Servicer to make any  required  Servicing  Advance
      (other  than  a  Nonrecoverable  Advance),  to  the  extent  such  failure
      materially and adversely affects the interests of the Certificate  Insurer
      or the  Certificateholders;  (C) the  failure  by the  Servicer  to make a
      required  Advance (other than a  Nonrecoverable  Advance)  pursuant to the
      second paragraph of SECTION 6.08; or (d) any other failure by the Servicer
      to remit to the  Trustee  for the  benefit  of any  Holders,  any  payment
      required  to be made  under  the  terms of this  Agreement  (other  than a
      Nonrecoverable  Advance) which  continues  unremedied  after the date upon
      which written  notice of such failure,  requiring the same to be remedied,
      shall  have been  given to a  Servicing  Officer  of the  Servicer  by the
      Certificate Insurer, the Trustee or to a Servicing Officer of the Servicer
      and the Trustee by any Holder;

               (ii) the failure by the Servicer  duly to observe or perform,  in
      any material  respect,  any other covenants,  obligations or agreements of
      the  Servicer  as set forth in this  Agreement,  which  failure  continues
      unremedied  for a period of 30 days after the date on which written notice
      of such failure,  requiring the same to be remedied, shall have been given
      to the  Servicer  by the  Certificate  Insurer  or the  Trustee  or to the
      Servicer and the Trustee by any Holder or the Certificate Insurer;

               (iii) a  decree  or order of a court  or  agency  or  supervisory
      authority  having  jurisdiction  for the  appointment  of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs,  shall have been entered  against the Servicer
      and such decree or order shall have  remained  in force,  undischarged  or
      unstayed for a period of 60 days;

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

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

               (vi) the Servicer shall fail for 60 days to pay, or bond against,
      an unappealable,  undischarged, unvacated and unstayed final judgment by a
      court of  competent  jurisdiction  in an  aggregate  amount of $250,000 or
      more; or

               (vii) the occurrence of a Servicer  Delinquency Rate Trigger or a
      Servicer Cumulative Loss Trigger.

            (b) then,  and in each and every such case, so long as such Servicer
Default  shall  not have  been  remedied,  and in the case of  CLAUSE  (I) above
(except  for  clause  (i)(C)),  if such  Servicer  Default  shall  not have been
remedied  within three  Business Days after the Servicer has received  notice of
such Servicer  Default,  (x) with respect solely to CLAUSE (I)(C) above, if such
Advance is not made by 4:00 p.m. New York time on the second  Business Day prior
to the applicable  Distribution  Date, the  Certificate  Insurer or the Trustee,
upon receipt of written  notice or discovery  by a  Responsible  Officer of such
failure,  shall give immediate  telephonic notice of such failure to a Servicing
Officer of the  Servicer,  and the Trustee  shall notify each  Certificateholder
and,  unless such  failure is cured,  either by receipt of payment or receipt of
evidence  satisfactory to the Certificate Insurer (E.G., a wire reference number
communicated  by the sending  bank;  the  Certificate  Insurer  shall notify the
Trustee,  if the Certificate  Insurer receives  satisfactory  evidence that such
funds have been  sent),  by 12:00 noon New York time on the  following  Business
Day, the Trustee,  or a successor  servicer appointed in accordance with SECTION
10.02,   shall   immediately  make  such  Advance  (unless  such  Advance  is  a
Nonrecoverable Advance) and assume, pursuant to SECTION 10.02 hereof, the duties
of a successor Servicer;  and (y) in the case of CLAUSES (I)(A), (I)(B), (I)(D),
(II),  (III),  (IV), (V), (VI) AND (VII) above, the Majority in Aggregate Voting
Interest, subject to the prior written consent of the Certificate Insurer, which
consent may not be unreasonably  withheld, or the Certificate Insurer, by notice
in writing to the  Servicer  and a  Responsible  Officer of the Trustee  may, in
addition  to  whatever  rights  they or it may have at law or equity to damages,
including  injunctive relief and specific  performance,  commence termination of
all the rights and  obligations  of the Servicer under this Agreement and in and
to the Mortgage Loans and the proceeds thereof, as servicer. Upon receipt by the
Servicer of a second  written  notice  (except  relative to clause (i)(C) above)
from the Majority in Aggregate  Voting  Interest,  subject to the prior  written
consent  of the  Certificate  Insurer,  which  consent  may not be  unreasonably
withheld, or the Certificate Insurer stating that they or it intend to terminate
the Servicer as a result of such  Servicer  Default,  all authority and power of
the Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall, subject to SECTION 10.02, pass to and be vested in the Trustee
or its designee and the Trustee is hereby  authorized  and  empowered to execute
and deliver, on behalf of the Servicer,  as  attorney-in-fact or otherwise,  any
and all  documents  and other  instruments  and do or cause to be done all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination,  including,  but not limited to, the  transfer and  endorsement  or
assignment of the Mortgage Loans and related documents to the extent required by
this  Agreement.  The Servicer agrees to cooperate with the Trustee in effecting
the  termination  of  the  Servicer's  responsibilities  and  rights  hereunder,
including,  without limitation,  the transfer to the Trustee, for the benefit of
the Holders of the Certificates, or its designee for administration by it of all
amounts which shall at the time be credited by the Servicer to the Principal and
Interest Account or thereafter received with respect to the Mortgage Loans.

            The  Trustee  shall not be deemed to have  knowledge  of a  Servicer
Default  unless a  Responsible  Officer  thereof  has  received  written  notice
thereof.

            (c)  Notwithstanding  anything  to the  contrary  contained  in this
Agreement,  upon  the  occurrence  of an Event of  Nonpayment  or a  Performance
Default of which the Certificate Insurer has knowledge,  the Certificate Insurer
shall promptly notify the Trustee.  During any applicable grace period following
receipt of such notice (or  immediately  following  such notice in the case of a
Performance  Default),  the Trustee and the Certificate  Insurer shall cooperate
with each other to determine if the occurrence of such Event of Nonpayment is in
their reasonable  business judgment or Performance  Default is in the reasonable
business  judgment  of the  Certificate  Insurer  (x) the  result of the acts or
omissions of the Servicer or (y) the result of events  beyond the control of the
Servicer. If the Trustee and the Certificate Insurer conclude that such Event of
Nonpayment or Performance Default is the result of the latter,  SECTION 10.01(B)
above shall not apply,  and the  Servicer  shall not be  terminated,  unless and
until an Event of Default  unrelated to such Event of Nonpayment or  Performance
Default has  occurred and is  continuing,  whether or not the Servicer has cured
such  Event  of  Nonpayment  or  Performance  Default.  If the  Trustee  and the
Certificate Insurer conclude that the Event of Nonpayment or Performance Default
is the  result  of the  former,  the  Certificate  Insurer  or the  Majority  in
Aggregate  Voting  Interest,  as the case may be, may  terminate the Servicer in
accordance  with SECTION  10.01(B)  above,  provided that the Trustee shall have
until  the 60th day  following  the date of  receipt  of  notice of the Event of
Nonpayment  or  Performance  Default to either assume the servicing or appoint a
successor servicer pursuant to SECTION 10.02 hereof.

            If the Trustee and the  Certificate  Insurer  cannot agree,  and the
basis for such disagreement is not arbitrary or unreasonable, as to the cause of
the Event of Nonpayment or Performance  Default, the decision of the Certificate
Insurer  shall  control;  PROVIDED,  HOWEVER,  that if the  Certificate  Insurer
decides  to  terminate  the  Servicer,  the  Trustee  shall be  relieved  of its
obligation to assume the servicing or to appoint a successor, which shall be the
exclusive obligation of the Certificate Insurer.

            The  Trustee  shall  promptly   notify  each  Rating   Agency,   the
Certificate Insurer, the Trustee and each  Certificateholder,  of the occurrence
of a Servicer Default.

            Section 10.02     TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR SERVICER.

            On and after the time the Servicer  receives a notice of termination
pursuant  to SECTION  10.01,  or the Trustee  receives  the  resignation  of the
Servicer  evidenced by an Opinion of Counsel  pursuant to SECTION  9.04,  or the
Servicer is removed as servicer  pursuant to this  ARTICLE X (in which event the
Trustee shall promptly notify each Rating Agency),  except as otherwise provided
in SECTION  10.01,  the Trustee  shall be the  successor  in all respects to the
Servicer in its capacity as servicer under this  Agreement and the  transactions
set  forth  or   provided   for   herein   and  shall  be  subject  to  all  the
responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof;  PROVIDED,  HOWEVER,  that the Trustee shall
not be liable for any actions of any servicer prior to the Trustee  becoming the
Servicer under this  Agreement.  The Trustee shall be obligated to make advances
pursuant  to SECTIONS  5.10,  5.13 AND 6.08  unless,  and only to the extent the
Trustee determines reasonably and in good faith that, such advances would not be
recoverable  pursuant to SECTION 5.04(II) OR 6.05(D),  such  determination to be
evidenced by a certification of a Responsible  Officer of the Trustee  delivered
to the Certificate  Insurer;  provided that the Trustee shall not be required to
make an advance  from its own funds if such  advance is  prohibited  by law.  As
compensation therefor, the Trustee, or any successor servicer appointed pursuant
to the  following  paragraph,  shall be  entitled  to all funds  relating to the
Mortgage  Loans which the Servicer  would have been entitled to receive from the
Principal and Interest  Account pursuant to SECTION 5.04 and from the Collection
Account  pursuant  to  SECTION  6.05 if the  Servicer  had  continued  to act as
servicer  hereunder,  together with other servicing  compensation in the form of
assumption  fees, late payment charges or otherwise as provided in SECTIONS 7.01
AND 7.03. In no event shall the assets of the Trust include,  nor the Trustee or
any other successor servicer acquire any rights to, the Representative's Yield.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, and shall,  if it is unable to so act or if the Majority in Aggregate
Voting  Interest  (with  the  consent  of  the  Certificate   Insurer),  or  the
Certificate Insurer so request in writing to the Trustee, appoint, or petition a
court of  competent  jurisdiction  to appoint,  any  established  mortgage  loan
servicing  institution  acceptable to the Certificate Insurer,  which acceptance
shall  not be  unreasonably  withheld,  that has a net  worth  of not less  than
$15,000,000  and  which is  approved  as a  servicer  by FNMA  and  FHLMC as the
successor to the Servicer  hereunder in the assumption of all or any part of the
responsibilities,   duties  or  liabilities  of  the  Servicer  hereunder.   Any
collections  received by the  Servicer  after  removal or  resignation  shall be
endorsed by it to the Trustee  and  remitted  directly to the Trustee or, at the
direction of the Trustee,  to the successor  servicer.  The  compensation of any
successor servicer  (including,  without  limitation,  the Trustee) so appointed
shall  be  the  aggregate   Servicing   Fees,   together  with  other  Servicing
Compensation in the form of assumption  fees, late payment charges or otherwise.
In the event the Trustee is required to solicit bids, the Trustee shall solicit,
by public announcement,  bids from housing and home finance institutions,  banks
and mortgage servicing  institutions meeting the qualifications set forth above.
Such public  announcement  shall  specify that the successor  servicer  shall be
entitled  to the  full  amount  of the  aggregate  Servicing  Fees as  servicing
compensation,  together  with the other  servicing  compensation  in the form of
assumption fees, late payment charges or otherwise. Within thirty days after any
such public  announcement,  the  Trustee  shall  negotiate  and effect the sale,
transfer and assignment of the servicing rights and  responsibilities  hereunder
to the qualified party submitting the highest  qualifying bid. The Trustee shall
deduct from any sum received by the Trustee  from the  successor to the Servicer
in respect of such sale,  transfer and  assignment all costs and expenses of any
public  announcement  and of any sale,  transfer and assignment of the servicing
rights  and  responsibilities  hereunder  and  the  amount  of any  unreimbursed
Servicing  Advances and Advances.  After such deductions,  the remainder of such
sum  shall be paid by the  Trustee  to the  Servicer  at the time of such  sale,
transfer  and  assignment  to the  Servicer's  successor.  The  Trustee and such
successor shall take such action,  consistent  with this Agreement,  as shall be
necessary to effectuate any such  succession.  The Servicer  agrees to cooperate
with the Trustee and any successor  servicer in effecting the termination of the
Servicer's  servicing  responsibilities  and rights hereunder and shall promptly
provide the Trustee or such successor servicer, as applicable, all documents and
records  reasonably  requested  by it to  enable  it to  assume  the  Servicer's
functions  hereunder  and shall  promptly  also  transfer to the Trustee or such
successor  servicer,  as applicable,  all amounts which then have been or should
have been  deposited in the  Principal  and Interest  Account by the Servicer or
which are thereafter  received with respect to the Mortgage  Loans.  Neither the
Trustee nor any other  successor  servicer shall be held liable by reason of any
failure  to make,  or any delay in making,  any  distribution  hereunder  or any
portion  thereof  caused by (i) the failure of the  Servicer to deliver,  or any
delay in  delivering,  cash,  documents  or records to it, or (ii)  restrictions
imposed  by any  regulatory  authority  having  jurisdiction  over the  Servicer
hereunder.  No appointment of a successor to the Servicer  hereunder (other than
the Trustee) shall be effective  until the Trustee and the  Certificate  Insurer
shall have consented  thereto.  The Trustee shall not resign as servicer until a
successor  servicer  reasonably  acceptable to the Certificate  Insurer has been
appointed.

            Pending  appointment of a successor to the Servicer  hereunder,  the
Trustee shall act in such capacity as hereinabove  provided.  In connection with
such appointment and assumption,  the Trustee may make such arrangements for the
compensation  of such successor out of payments on Mortgage Loans as it and such
successor shall agree; PROVIDED,  HOWEVER, that no such compensation shall be in
excess of that  permitted the Servicer  pursuant to SECTION 8.03,  together with
other  servicing  compensation  in the form of  assumption  fees,  late  payment
charges or otherwise as provided in this Agreement.  The Servicer,  the Trustee,
any Custodian and such successor  shall take such action,  consistent  with this
Agreement, as shall be necessary to effectuate any such succession.

            Section 10.03     WAIVER OF DEFAULTS.

            The Certificate  Insurer or a Majority in Aggregate  Voting Interest
may,  on behalf of all  Certificateholders,  and  subject to the  consent of the
Certificate Insurer, which consent may not be unreasonably  withheld,  waive any
events  permitting  removal of the Servicer as servicer pursuant to this ARTICLE
X. Upon any waiver of a past default, such default shall cease to exist, and any
Servicer  Default  arising  therefrom  shall be deemed to have been remedied for
every purpose of this  Agreement.  No such waiver shall extend to any subsequent
or other  default or impair any right  consequent  thereto  except to the extent
expressly so waived.  Notice of any such waiver shall be given by the Trustee to
each Rating Agency.

            Section 10.04     CONTROL BY MAJORITY IN AGGREGATE VOTING Interest.

            The  Certificate  Insurer,  or  the  Majority  in  Aggregate  Voting
Interest with the consent of the Certificate  Insurer,  which consent may not be
unreasonably  withheld,  may direct the time, method and place of conducting any
proceeding  relating to the assets of the Trust or the  Certificates  or for any
remedy available to the Trustee with respect to the Certificates,  or exercising
any trust or power conferred on the Trustee with respect to the  Certificates or
the assets of the Trust, provided that:

               (i)  such  direction  shall not be in  conflict  with any rule of
      law or with this Agreement;

               (ii)     the  Trustee  shall have been  provided  with  indemnity
      satisfactory to it; and

               (iii) the Trustee may take any other action  deemed  proper by it
      which is not inconsistent with such direction; PROVIDED, HOWEVER, that the
      Trustee need not take any action which it  determines  might involve it in
      liability or may be unjustly  prejudicial to the Holders not so directing.
      If inconsistent directions are given, the Certificate Insurer's directions
      shall control.

<PAGE>


                                  ARTICLE XI

                                 TERMINATION

            Section 11.01     TERMINATION.

            Subject to SECTION 11.03, this Agreement shall terminate upon notice
to the Trustee of either:  (a) the collection  with respect to the last Mortgage
Loan (or Advances of same by the Servicer), or the disposition of all funds with
respect to the last Mortgage Loan and the  remittance of all funds due hereunder
and the payment of all amounts  due and payable to the  Certificate  Insurer and
the Trustee or (b) mutual consent of the Servicer,  the Certificate  Insurer and
all Certificateholders in writing.

            Subject to SECTION 11.03, the Servicer may, at its option,  elect to
terminate  this  Agreement on any  Distribution  Date on or following  the first
Distribution  Date on which the Pool Principal Balance as of the last day of the
related Due Period is less than 10% of the Original Pool Principal Balance (such
Distribution  Date being the "OPTIONAL  PURCHASE  DATE") by purchasing  from the
Trust on such Distribution  Date, all of the outstanding  Mortgage Loans and REO
Properties at a price (the  "TERMINATION  PRICE") equal to the fair market value
thereof (determined as provided below);  provided, that the Trust shall not sell
the Mortgage Loans and REO Properties if the Termination Price to be received is
less  than  the  sum of (x)  100%  of the  aggregate  Principal  Balance  of the
outstanding  Mortgage  Loans  and REO  Properties  and (y)  accrued  and  unpaid
interest on each such Mortgage Loan at a rate equal to its  respective  Mortgage
Interest Rate and (z) any unpaid Interest Carryover. In connection with any such
sale, the Servicer shall pay any outstanding and unpaid fees and expenses of the
Trustee and the Certificate Insurer relating to this Agreement that such parties
would otherwise have been entitled to pursuant to SECTION 6.05(D).

            The fair  market  value of the  outstanding  Mortgage  Loans and REO
Properties  for purposes of this  Section  11.01 shall be an amount equal to the
average of the bid  prices for such  assets  taken as a whole,  provided  to the
Servicer  by two  Independent,  nationally  recognized  dealers  in whole  loans
substantially similar to the Mortgage Loans.

            Any such sale pursuant to this SECTION  11.01 shall be  accomplished
by depositing into the REMIC I Distribution  Account,  on the third Business Day
immediately  preceding the final  Distribution Date on which such purchase is to
be  effected,  the  amount of the  Termination  Price.  On the same day that the
Termination Price is deposited into the REMIC I Distribution  Account, any other
amounts  then  on  deposit  in the  Principal  and  Interest  Account  shall  be
transferred to the REMIC I Distribution  Account pursuant to Section 5.04(i) for
payment  to the  Trustee  as Holder of the REMIC I Regular  Interests,  REMIC II
Regular  Interests,  REMIC III Regular  Interests and REMIC IV Regular Interests
pursuant  to  Section  6.05(e)  and to  Certificateholders  and the  Certificate
Insurer pursuant to Section 6.05(d) on the final  Distribution Date as specified
in the notice to Certificateholders  described below; provided,  that the amount
of any unpaid Class A-1A LIBOR Interest  Carryover,  Fixed Rate Group 1 Interest
Carryover or Fixed Rate Group 2 Interest Carryover,  respectively,  shall not be
paid from any of the Trust REMICs but shall be treated as paid directly from the
purchaser of the Mortgage Loans to the Class A-1A Certificateholders,  the Fixed
Rate Group 1 Certificateholders  and the Fixed Rate Group 2  Certificateholders,
respectively.  Any amounts  received with respect to the Mortgage  Loans and REO
Properties  subsequent to the last day of the related Due Period shall belong to
the Person  purchasing  the Mortgage  Loans and REO  Properties.  Promptly  upon
receipt of the  Termination  Price,  the Trustee  shall  release (or cause to be
released) each related Mortgage File to the Person purchasing the Mortgage Loans
and REO Properties as set forth herein.

            Notice of any  termination,  specifying the  Distribution  Date upon
which this Agreement  will  terminate  shall be given promptly by the Trustee by
letter  to  the  Certificateholders  mailed  during  the  month  of  such  final
Distribution  Date before the Determination  Date in such month,  specifying (i)
the Distribution  Date upon which final payment of the Certificates will be made
and  (ii)  the  amount  of  any  such  final  payment.  The  obligations  of the
Certificate  Insurer  hereunder shall terminate upon the deposit by the Servicer
with the  Trustee  for deposit  into the REMIC I  Distribution  Account of a sum
sufficient to purchase all of the Mortgage Loans and REO Properties as set forth
above.

            Each Holder is required, and hereby agrees, to return to the Trustee
any  Certificate   with  respect  to  which  the  Trustee  has  made  the  final
distribution due thereon.  Any such Certificate as to which the Trustee has made
the final  distribution  thereon shall be deemed canceled and shall no longer be
outstanding for any purpose of this Agreement,  whether or not such  Certificate
is ever returned to the Trustee.

            In the event that any  amount  due to any Class A  Certificateholder
remains  unclaimed,  the Servicer shall, at the expense of the Trust Fund, which
amount  shall be  allocated  to REMIC IV,  cause to be  published  once,  in the
eastern  edition of The Wall  Street  Journal,  notice  that such money  remains
unclaimed. If, within the period then specified in the escheat laws of the State
of New York after such publication such amount remains unclaimed, the Class R-IV
Certificateholders  shall be entitled to all unclaimed  funds,  and other assets
which remain subject hereto and the Trustee upon transfer of such funds shall be
discharged of any responsibility for such funds and the Certificateholders shall
look to the Class R-IV Certificateholders for payment.

            Section 11.02     ADDITIONAL TERMINATION REQUIREMENTS.

            In the event the Servicer  exercises its purchase option as provided
in SECTION  11.01,  the Trust Fund shall be terminated  in  accordance  with the
following additional requirements, unless the Trustee has been furnished with an
Opinion of Counsel  to the effect  that the  failure of the Trust Fund to comply
with  the  requirements  of  this  SECTION  11.02  will  not (i)  result  in the
imposition of taxes on prohibited transactions" of any Trust REMIC as defined in
Section 860F of the Code,  or (ii) cause any Trust REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

               (i)Within  89 days  prior  to the  final  Distribution  Date  the
      Trustee  shall  designate  a date  as the  date of  adoption  of a plan of
      complete  liquidation of such REMIC under Section 860F of the Code and any
      regulations  thereunder  and shall  specify such date in the Trust REMICs'
      final federal income tax returns;

               (ii) At or after the date of such a plan of complete  liquidation
      and at or prior to the final Distribution Date, the Trustee shall sell all
      of the assets of the Trust Fund to the Servicer or the Certificate Insurer
      for cash;

               (iii) At the  time of the  making  of the  final  payment  on the
      Certificates,  the  Trustee  shall  distribute  or credit,  or cause to be
      distributed  or credited  (A) to each Class of Class A  Certificates,  the
      Certificate  Balance  thereof,  together with one month's  interest at the
      related  Pass-Through  Rate and any unpaid Interest  Carryover,  (B) after
      such  payments  to  the  Class  A  Certificateholders,   to  the  Class  X
      Certificateholders  any Unpaid  Class X  Remittance  Amount and (C) to the
      Class R-I  Certificateholders,  all cash on hand after such payment to the
      Class A and Class X  Certificateholders  (other than cash retained to meet
      claims),  and the Trust REMICs and the Trust Fund shall  terminate at such
      time; and

               (iv)  In no  event  may the  final  payment  on the  Certificates
      (except  to  the  extent  permitted  in  Section  11.01  with  respect  to
      Certificateholders who fail to surrender their Certificates) be made after
      the 89th day from the date of such plan of complete liquidation.

            Section 11.03     ACCOUNTING UPON TERMINATION OF SERVICER.

            Upon  termination  of the  Servicer  under  ARTICLE  X  hereof,  the
Servicer shall:

            (a)  deliver  to its  successor  or,  if none  shall  yet have  been
appointed, to the Trustee the funds in any Principal and Interest Account;

            (b)  deliver  to its  successor  or,  if none  shall  yet have  been
appointed,  to the  Trustee,  the  Mortgage  Files  and  related  documents  and
statements held by it hereunder and a Mortgage Loan portfolio computer tape;

            (c)  deliver  to its  successor  or,  if none  shall  yet have  been
appointed, to the Trustee and, upon request, to the  Certificateholders,  a full
accounting  of all funds,  including  a statement  showing the Monthly  Payments
collected  by it and a statement  of monies held in trust by it for the payments
or charges with respect to the Mortgage Loans; and

            (d)  execute  and  deliver  such  instruments  and  perform all acts
reasonably  requested in order to effect the orderly and  efficient  transfer of
servicing  of  the  Mortgage  Loans  to its  successor  and to  more  fully  and
definitively   vest   in   such   successor   all   rights,    powers,   duties,
responsibilities,  obligations  and  liabilities  of  the  Servicer  under  this
Agreement.

            Section  11.04  REPRESENTATIVE'S  RIGHT  TO  REPRESENTATIVE'S  YIELD
ABSOLUTE.

            The  Representative's  right to receive the  Representative's  Yield
with  respect to each  Mortgage  Loan shall be absolute and  unconditional,  and
shall survive  notwithstanding  the termination of the rights and obligations of
the Servicer  hereunder,  the  resignation of the Servicer or the termination of
this Agreement. The Representative's right to receive the Representative's Yield
shall not be  subject to offset or  counterclaim,  whether or not such right has
been  assigned  in  whole  or  in  part,   notwithstanding  any  breach  of  any
representation  or warranty of the  Representative  or any Depositor  under this
Agreement or any default by the  Representative  or any  Depositor of any of its
obligations or covenants under this Agreement. The Representative shall have the
right to assign any or all of its rights in and to the  Representative's  Yield,
without  notice  to or the  consent  of  any  party  to  this  Agreement  or any
Certificateholder.

            Section 11.05     TERMINATION UPON LOSS OF REMIC STATUS.

            (a) Following a final determination by the Internal Revenue Service,
or by a court of competent jurisdiction, in either case, from which no appeal is
taken  within the  permitted  time for such  appeal,  or if any appeal is taken,
following a final  determination of such appeal from which no further appeal can
be taken, to the effect that any Trust REMIC does not and will no longer qualify
as a REMIC pursuant to Section 860D of the Code (the "FINAL DETERMINATION"),  at
any time on or after the date which is 30  calendar  days  following  such Final
Determination  (i) the  Majority  in Voting  Interest  may direct the Trustee on
behalf of each Trust REMIC to adopt a "plan of complete liquidation" (within the
meaning  of  Section  860F(a)(4)(B)(i)  of the  Code)  and (ii) the  Certificate
Insurer may notify the Trustee of the  Certificate  Insurer's  determination  to
purchase  from the Trust Fund all Mortgage  Loans and all  property  theretofore
acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of
any  Mortgage  Loan then  remaining  in the Trust  Fund at a price  equal to the
Termination  Price.  Upon receipt of notice from the  Certificate  Insurer,  the
Trustee  shall  notify  the Class R-I  Certificateholders  of such  election  to
liquidate  or  such  determination  to  purchase,   as  the  case  may  be  (the
"TERMINATION  NOTICE").  The Holders of a majority of the Percentage Interest of
the Class R-I Certificates then outstanding may, within 60 days from the date of
receipt of the  Termination  Notice (the  "PURCHASE  OPTION  PERIOD"),  at their
option,  purchase from the Trust all Mortgage Loans and all property theretofore
acquired by foreclosure, deed in lieu of foreclosure, or otherwise in respect of
any Mortgage Loan then  remaining in the Trust Fund at a purchase price equal to
the Termination Price. Any such purchase shall be accomplished in the manner set
forth in SECTION 11.01.

            (b)  If,  during  the  Purchase   Option   Period,   the  Class  R-I
Certificateholders  have not exercised the option  described in the  immediately
preceding paragraph,  then upon the expiration of the Purchase Option Period (i)
in the event that the  Majority  in  Aggregate  Voting  Interest  have given the
Trustee the direction  described in clause (a)(i) above,  the Trustee shall sell
the Mortgage Loans and  distribute the proceeds of the  liquidation of the Trust
Fund, each in accordance with the plan of complete liquidation, such that, if so
directed, the liquidation of the Trust Fund, the distribution of the proceeds of
the  liquidation  and the  termination of this Agreement occur no later than the
close of the 60th day,  or such later day as the  Majority in  Aggregate  Voting
Interest shall permit or direct in writing, after the expiration of the Purchase
Option Period and (ii) in the event that the  Certificate  Insurer has given the
Trustee notice of the Certificate Insurer's  determination to purchase the Trust
Fund described in clause (a)(ii)  preceding,  the  Certificate  Insurer shall so
purchase  the Trust Fund  within 60 days after the  expiration  of the  Purchase
Option Period.

            (c)  Following a Final  Determination,  the Holders of a majority of
the Percentage  Interest of the Class R-I Certificates  then outstanding may, at
their option and upon delivery to the Class A and Class X Certificateholders and
the  Certificate  Insurer of an opinion of  nationally  recognized  tax  counsel
selected by the Holders of the Class R-I  Certificates,  which  opinion shall be
reasonably  satisfactory  in form and  substance  to the  Majority in  Aggregate
Voting  Interest and the Certificate  Insurer,  to the effect that the effect of
the Final  Determination is to increase  substantially  the probability that the
gross income of each Trust REMIC will be subject to federal  taxation,  purchase
from the Trust Fund all Mortgage Loans and all property  theretofore acquired by
foreclosure,  deed  in lieu of  foreclosure,  or  otherwise  in  respect  of any
Mortgage Loan then  remaining in the Trust Fund at a purchase price equal to the
Termination  Price.  Any such purchase shall be  accomplished  in the manner set
forth in SECTION  11.01.  The  foregoing  opinion  shall be deemed  satisfactory
unless the Majority in Aggregate  Voting Interest give the Holders of a majority
of the  Percentage  Interest  of the Class  R-I  Certificates  notice  that such
opinion is not satisfactory within thirty days after receipt of such opinion.


                                 ARTICLE XII

                                 THE TRUSTEE

            Section 12.01     DUTIES OF TRUSTEE.

            The Trustee, prior to the occurrence of a Servicer Default and after
the curing of all  Servicer  Defaults  which may have  occurred,  undertakes  to
perform such duties and only such duties as are  specifically  set forth in this
Agreement.  If a Servicer Default has occurred and has not been cured or waived,
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 its  exercise  as a
prudent person would exercise or use under the  circumstances  in the conduct of
such person's own affairs.

            The  Trustee,   upon  receipt  of  all  resolutions,   certificates,
statements,  opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically  required to be furnished  pursuant to any
provision  of this  Agreement,  shall  examine  them to  determine  whether they
conform to the  requirements  of this  Agreement;  PROVIDED,  however,  that the
Trustee shall not be responsible  for the accuracy or content of any resolution,
certificate,  statement,  opinion,  report,  document, order or other instrument
furnished by the Servicer or either Depositor hereunder.  If any such instrument
is found not to conform to the requirements of this Agreement, the Trustee shall
notify the Certificate Insurer and request written instructions as to the action
it deems appropriate to have the instrument corrected,  and if the instrument is
not so corrected,  the Trustee will provide  notice  thereof to the  Certificate
Insurer who shall then direct the Trustee as to the action, if any, to be taken.

            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 willful misconduct; PROVIDED, HOWEVER, that:

               (i) Prior to the occurrence of a Servicer  Default, and after the
      curing of all Servicer  Defaults which may have  occurred,  the duties and
      obligations  of the  Trustee  shall be  determined  solely by the  express
      provisions of this  Agreement,  the Trustee shall not be liable except for
      the  performance of such duties and  obligations as are  specifically  set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this  Agreement  against the Trustee and, in the absence of bad faith
      on the part of the Trustee,  the Trustee may conclusively  rely, as to the
      truth of the  statements  and the  correctness  of the opinions  expressed
      therein,  upon any  certificates or opinions  furnished to the Trustee and
      conforming to the requirements of this Agreement;

               (ii) The Trustee shall not be  personally  liable for an error of
      judgment made in good faith by a Responsible  Officer or other officers of
      the Trustee,  unless it shall be proved that the Trustee was  negligent in
      ascertaining the pertinent facts;

               (iii) The Trustee shall not be personally  liable with respect to
      any action  taken,  suffered or omitted to be taken by it in good faith in
      accordance  with the direction of the  Certificate  Insurer or the Class A
      Certificateholders,  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;

               (iv) The  Trustee  shall  not be  required  to take  notice or be
      deemed to have notice or  knowledge  of any  Default or  Servicer  Default
      unless a Responsible  Officer of the Trustee  shall have  received  notice
      thereof.  In the  absence of  receipt  of such  notice,  the  Trustee  may
      conclusively assume that there is no default or Servicer Default;

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

               (vi)  Subject  to the  other  provisions  of this  Agreement  and
      without limiting the generality of this Section, the Trustee 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  or  filing  or  depositing  or to any
      rerecording,  refiling or redepositing  of any thereof,  (B) to see to any
      insurance,  (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 or
      any Trust  REMIC,  (d) to confirm or verify the contents of any reports or
      certificates  of the Servicer  delivered  to the Trustee  pursuant to this
      Agreement believed by the Trustee to be genuine and to have been signed or
      presented by the proper party or parties; and

               (vii)  The  Trustee  shall  not be  deemed  a  fiduciary  for the
      Certificate  Insurer  in its  capacity  as such,  except to the extent the
      Certificate  Insurer has made an Insured Payment and is thereby subrogated
      to the rights of the Certificateholders with respect thereto.

            Section 12.02     CERTAIN MATTERS AFFECTING THE TRUSTEE.

            (a)   Except as otherwise provided in SECTION 12.01:

               (i)The  Trustee  may rely and  shall be  protected  in  acting or
      refraining from acting upon any resolution, Officers' Certificate, Opinion
      of Counsel,  certificate of auditors 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 and any Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of any action  taken or suffered or omitted by it  hereunder in good faith
      and in accordance with such Opinion of Counsel;

               (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 by  litigation  hereunder  or in relation  hereto at the
      request,  order or  direction  of the  Certificate  Insurer  or any of the
      Certificateholders,  pursuant to the provisions of this Agreement,  unless
      such  Certificateholders or the Certificate Insurer, as applicable,  shall
      have offered to the Trustee  reasonable  security or indemnity against the
      costs,  expenses and liabilities which may be incurred therein or thereby;
      nothing  contained  herein  shall,  however,  relieve  the  Trustee of the
      obligation,  upon the occurrence of a Servicer Default (which has not been
      cured),  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 its 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 a Servicer  Default  hereunder and
      after the curing of all  Defaults  which may have  occurred,  the  Trustee
      shall not be bound to make any  investigation  into the  facts or  matters
      stated in any resolution,  certificate,  statement,  instrument,  opinion,
      report, notice, request,  consent, order, approval, bond or other paper or
      document,  unless requested in writing to do so by the Certificate Insurer
      or Holders of Class A Certificates evidencing not less than 25% of the sum
      of the aggregate  Class  Balances of the Class A  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 examination shall be paid by
      the Servicer  or, if paid by the Trustee,  shall be repaid by the Servicer
      upon demand from the Servicer's own funds;

               (vi) 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;

               (vii)  The  Trustee  shall  not be  required  to give any bond or
      surety in  respect of the  execution  of the Trust  created  hereby or the
      powers granted hereunder; and

               (viii)  The  Trustee  may  execute  any of the  trusts  or powers
      hereunder or perform any duties hereunder,  including, without limitation,
      under  Section 2.06  hereof,  either  directly or by or through  agents or
      attorney.

            (b)  Following  the Startup  Day,  the Trustee  shall not  knowingly
accept any contribution of assets, including substitutions, to the Trust Fund or
any Trust REMIC, unless the Trustee shall have received an Opinion of Counsel to
the  effect  that the  inclusion  of such  assets in the Trust Fund or any Trust
REMIC will not cause such Trust  REMIC to fail to qualify as a REMIC at any time
that any  Certificates  are  outstanding  or subject  any Trust REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal,  state and
local law or ordinances.

            Section 12.03     TRUSTEE NOT LIABLE FOR  CERTIFICATES  OR  MORTGAGE
LOANS.

            The recitals  contained herein and in the  Certificates  (other than
the certificate of  authentication  on the  Certificates)  shall be taken as the
statements of the  Depositors,  and the Trustee  assumes no  responsibility  for
their  correctness.  The Trustee makes no  representations as to the validity or
sufficiency of this Agreement or of the  Certificates or of any Mortgage Loan or
related  document.  The  Trustee  shall  not  be  accountable  for  the  use  or
application by the Depositors of any of the  Certificates  or of the proceeds of
such  Certificates,  or for  the use or  application  of any  funds  paid to the
Servicer in respect of the Mortgage  Loans or deposited in or withdrawn from the
Principal  and  Interest  Account  by the  Servicer.  The  Trustee  shall not be
responsible  for the  legality  or validity of the  Agreement  or the  validity,
priority,  perfection or sufficiency of the security for the Certificates issued
or intended to be issued hereunder.

            Section 12.04     TRUSTEE MAY OWN CERTIFICATES.

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

            Section 12.05     SERVICER TO PAY TRUSTEE'S FEES AND EXPENSES.

            The Servicer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which shall
not be  limited  by any  provision  of law in  regard to the  compensation  of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts  hereby  created and in the  exercise and  performance  of any of the
powers and duties  hereunder  of the  Trustee,  including  the powers and duties
described  in SECTION 2.07 hereof,  and the Servicer  will pay or reimburse  the
Trustee  upon its  request,  and, if such  amounts are not paid by the  Servicer
within  thirty  (30) days of  demand  therefor,  with  interest  thereon  at the
Trustee's prime rate (which prime rate shall not exceed 10% per annum),  for all
reasonable expenses,  disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement  (including,  without
limitation,  the  reasonable  fees,  expenses and  disbursements  of its counsel
(including,  reasonable compensation of its in-house counsel on an hourly basis)
and of all persons not regularly in its employ,  including any agents, attorneys
and accountants of the Trustee, as described in SECTION 2.07(A) hereof) and such
out-of-pocket  expenses as may be incurred by the Trustee in assuming  servicing
responsibilities  under  SECTION  10.02  hereof,  such  reimbursable  amounts to
include expenses  incurred due to the Servicer's  failure to properly  discharge
its  responsibilities  hereunder or to the  representations and warranties as to
any Mortgage Loan or Loans being  untrue,  but not to include  general  overhead
incurred  by the Trustee as a result of becoming  successor  Servicer  (provided
however, prior to incurring such expenses, disbursements and advances ("COSTS"),
the Trustee will give the Servicer an  opportunity  to provide such  services to
render such costs unnecessary), except any such expense, disbursement or advance
as may arise from its  negligence or bad faith,  provided that the Trustee shall
have no lien on the Trust  Fund or any Trust  REMIC for the  payment of its fees
and  expenses.  Failure by the  Servicer to pay any such fees or other  expenses
shall not relieve the Trustee of its obligation  hereunder.  The Trustee and any
director,  officer, employee or agent of the Trustee shall be indemnified by the
Servicer and held harmless  against any loss,  liability or expense (i) incurred
in  connection  with  any  legal  action  relating  to  this  Agreement  or  the
Certificates,  other than any loss,  liability or expense  incurred by reason of
willful  misfeasance,  bad  faith or  negligence  in the  performance  of duties
hereunder  or  by  reason  of  reckless  disregard  of  obligations  and  duties
hereunder,  and (ii) resulting  from any error in any tax or information  return
prepared by the Servicer.  The  obligations  of the Servicer  under this SECTION
12.05 shall survive termination of the Servicer and payment of the Certificates,
and shall extend to any co-trustee  appointed  pursuant to this ARTICLE XII. The
compensation  due to the Trustee pursuant to this SECTION 12.05 shall be paid by
the Servicer from it own funds.

            Section 12.06     ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

            The  Trustee   hereunder  shall  at  all  times  be  (i)  a  banking
association  organized  and  doing  business  under the laws of any state or the
United State of America,  (ii) authorized under such laws to exercise  corporate
trust  powers,  including  taking title to the Trust Fund asset on behalf of the
Certificateholders,  (iii)  having a combined  capital  and  surplus of at least
$50,000,000,  (iv) whose  long-term  deposits,  if any,  shall be rated at least
"BBB" by S&P or such lower long-term deposit rating by S&P as may be approved in
writing by the Certificate  Insurer and S&P and with a long-term  deposit rating
of at least  "Baa2"  from  Moody's (or such lower  rating  which would not cause
Moody's to reduce its then current ratings of the Class A Certificates),  (v) is
subject to supervision or examination by federal or state  authority and (vi) is
reasonably  acceptable to the  Certificate  Insurer as evidenced in writing.  If
such 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 12.06 its combined capital and
surplus shall be deemed to be as set forth in it 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, the Trustee shall give notice of
such ineligibility to the Certificate Insurer and shall resign, upon the request
of the Certificate Insurer or the Majority in Aggregate Voting Interest,  in the
manner and with the effect specified in SECTION 12.07.

            Section 12.07     RESIGNATION AND REMOVAL OF THE TRUSTEE.

            The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Servicer, the Certificate
Insurer  and  to  all   Certificateholders.   Upon   receiving  such  notice  of
resignation,  the Servicer shall,  with the consent of the Certificate  Insurer,
promptly appoint a successor trustee by written instrument, in duplicate,  which
Instrument  shall be delivered  to the  resigning  Trustee and to the  successor
trustee. A copy of such instrument shall be delivered to the  Certificateholders
by the Servicer.  Unless a successor  trustee shall have been appointed and have
accepted  appointment  within  60  days  after  the  giving  of such  notice  of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor trustee.

            If at any time the Trustee  shall cease to be eligible in accordance
with the  provisions  of SECTION  12.06 and shall fail to resign  after  written
request  therefor by the Servicer,  the  Certificate  Insurer or the Majority in
Aggregate Voting Interest,  or if at any time the Trustee shall become incapable
of acting,  or shall be  adjudged  bankrupt or  insolvent,  or a receiver of the
Trustee or of its property shall be appointed,  or any public officer shall take
charge or control of the  Trustee or of its  property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Servicer may remove the
Trustee and shall,  within 30 days after such removal,  appoint,  subject to the
approval of the  Certificate  Insurer,  which approval shall not be unreasonably
withheld,  a  successor  trustee  by written  instrument,  in  duplicate,  which
instrument  shall be  delivered  to the Trustee so removed and to the  successor
trustee. A copy of such instrument shall be delivered to the  Certificateholders
by the Servicer.

            The Majority in Aggregate  Voting  Interest or, if the Trustee fails
to perform in accordance with this Agreement, the Certificate Insurer may remove
the  Trustee  and  appoint  a  successor   trustee  by  written   instrument  or
instruments,  in triplicate,  signed by such Holders or their  attorneys-in-fact
duly authorized, or by the Certificate Insurer, as the case may be, one complete
set of which instruments shall be delivered to the Servicer, one complete set to
the  Trustee  so  removed  and one  complete  set to the  Successor  Trustee  so
appointed.

            Any  resignation  or removal of the  Trustee  and  appointment  of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
SECTION 12.08.

            Section 12.08     SUCCESSOR TRUSTEE.

            Any successor  trustee  appointed as provided in SECTION 12.07 shall
execute,  acknowledge and deliver to the Servicer and to its predecessor trustee
an  instrument   accepting  such  appointment   hereunder,   and  thereupon  the
resignation  or removal of the  predecessor  trustee shall become  effective and
such  successor  trustee,  without any further act,  deed or  conveyance,  shall
become fully vested with all the rights,  powers,  duties and obligations of its
predecessor  hereunder,  with the like effect as if originally  named as trustee
herein.  The  predecessor  trustee shall  deliver to the  successor  trustee all
Trustee's  Mortgage  Files  and  related  documents  and  statement  held  by it
hereunder,  and the  Servicer  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 unless at the time of such  acceptance  such successor  trustee shall be
eligible under the provisions of SECTION 12.06.

            Upon acceptance of appointment by a successor trustee as provided in
this Section,  the Servicer  shall mail notice of the succession of such trustee
hereunder  to all  Holders  of  Certificates  at  their  addresses  shown in the
Certificate  Register  and S&P and Moody's.  If the Servicer  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
Servicer.

            Section 12.09     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 corporation or national banking  association
resulting  from any merger,  conversion  or  consolidation  to which the Trustee
shall be a party, or any corporation or national banking association  succeeding
to the business of the Trustee, shall be the successor of the Trustee hereunder,
provided such  corporation  or national  banking  association  shall be eligible
under the  provisions of SECTION  12.06,  without the execution or filing of any
paper or any  further  act on the part of any of the  parties  hereto,  anything
herein to the contrary notwithstanding.

            Section 12.10     APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

            Notwithstanding  any other provisions  hereof,  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 the same may at the time be located,  the
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 and the  Certificate  Insurer with written notice to the Rating Agencies
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,  such title to the Trust Fund, or
any part thereof,  and,  subject to the other  provisions of this SECTION 12.10,
such  powers,  duties,  obligations,  rights and trusts as the  Servicer and the
Trustee may consider  necessary  or  desirable.  If the Servicer  shall not have
joined in such  appointment  within 15 days after the receipt by it of a request
so to do, or in case a Servicer  Default shall have occurred and be  continuing,
the Trustee  alone (with the consent of the  Certificate  Insurer  with  written
notice to the Rating Agencies 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 12.06  hereunder and no notice
to Holders of  Certificates  of the  appointment  of  co-trustee(s)  or separate
trustee(s) shall be required under SECTION 12.08 hereof.

            In the case of any  appointment of a co-trustee or separate  trustee
pursuant to this  SECTION  12.10,  all rights,  powers,  duties and  obligations
conferred  or imposed  upon the Trustee  shall be  conferred or imposed upon and
exercised or performed by the Trustee and such  separate  trustee or  co-trustee
jointly,  except to the extent that under any law of any  jurisdiction  in which
any particular act or acts are to be performed  (whether as Trustee hereunder or
as successor to the Servicer  hereunder),  the Trustee shall be  incompetent  or
unqualified  to perform such act or acts,  in which event such  rights,  powers,
duties and obligations  (including the holding of title to the Trust Fund or any
portion  thereof in any such  jurisdiction)  shall be exercised and performed by
such separate trustee or co-trustee at the direction of the 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 XII. 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.

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

            Section 12.11     APPOINTMENT OF CUSTODIANS.

            The  Trustee  may,   with  the  consent  of  the  Servicer  and  the
Certificate  Insurer  and  notice to the  Rating  Agencies  appoint  one or more
Custodians to hold all or a portion of the Trustee's Mortgage Files as agent for
the Trustee, by entering into a Custodial Agreement.  Bank One Trust Company, N.
A. is initially  appointed Custodian with respect to all Mortgage Loans and, for
so long as it shall be the Custodian hereunder,  agrees to comply with the terms
of the provisions of EXHIBIT N hereto applicable to the duties of the Custodian.
Subject to this ARTICLE XII, the Trustee agrees to comply with the terms of each
Custodial  Agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders and the Certificate Insurer.
The Servicer shall be liable for the fees of any Custodian appointed  hereunder.
Each  Custodian  shall be a depository  institution  subject to  supervision  by
federal  or  state  authority  and  shall be  qualified  to do  business  in the
jurisdiction  in which it holds any  Trustee's  Mortgage  File.  Each  Custodial
Agreement may be amended only as provided in SECTION 13.02.

            Section 12.12     PROTECTION OF TRUST FUND.

            (a) The Trustee will hold the Trust Fund in trust for the benefit of
the Holders and the  Certificate  Insurer and,  upon request of the  Certificate
Insurer,  or, with the consent of the Certificate Insurer, at the request of the
Depositors,  will from time to time execute and deliver all such supplements and
amendments  hereto  pursuant  to SECTION  13.02  hereof and all  instruments  of
further  assurance and other  instruments,  and will take such other action upon
such request to:

               (i)  more  effectively  hold in trust all or any  portion  of the
      Trust Fund;

               (ii)     perfect,  publish  notice of,  or  protect the  validity
      of any grant made or to be made by this Agreement;

               (iii)    enforce any of the Mortgage Loans; or

               (iv)  preserve  and defend title to the Trust Fund and the rights
      of the Trustee,  and the  ownership  Interests of the Holders  represented
      thereby, in such Trust Fund against the claims of all Persons and parties.

            The  Trustee  shall send  copies of any  request  received  from the
Certificate  Insurer  or the  Depositors  to take any  action  pursuant  to this
SECTION 12.12 to the others.

            (b) Subject to ARTICLE X hereof, the Trustee shall have the power to
enforce,  and  shall  enforce  the  obligations  of the  other  parties  to this
Agreement and of the Certificate  Insurer,  by action, suit or proceeding at law
or equity, and shall also have the power to enjoin, by action or suit in equity,
any acts or  occurrences  which may be unlawful or in violation of the rights of
the Holders; PROVIDED, HOWEVER, that nothing in this SECTION 12.12 shall require
any action by the Trustee unless the Trustee shall FIRST (i) have been furnished
indemnity  satisfactory  to it and SECOND (ii) when required by this  Agreement,
have been  requested  to take such action by the  Majority in  Aggregate  Voting
Interest, the Certificate Insurer or the Depositors in accordance with the terms
of this Agreement.

            (c) The Trustee shall execute any  instrument  required  pursuant to
this Section so long as such Instrument does not conflict with this Agreement or
with the Trustee's fiduciary duties.


                                 ARTICLE XIII

                           MISCELLANEOUS PROVISIONS

            Section 13.01     THE CERTIFICATE INSURER.

            Any right  conferred to the Certificate  Insurer  hereunder shall be
suspended  during any period in which the  Certificate  Insurer is in default in
its payment  obligations under the Certificate  Insurance Policy, and its rights
during such period shall vest in the Majority in Aggregate Voting  Interest.  At
such time as the Certificates are no longer outstanding,  and no amounts owed to
the Certificate  Insurer  hereunder remain unpaid and the Certificate  Insurance
Policy has  expired in  accordance  with its terms,  the  Certificate  Insurer's
rights hereunder shall terminate.

            Section 13.02     AMENDMENT.

            (a)  This  Agreement  may  be  amended  from  time  to  time  by the
Depositors,  the Trustee and the Servicer by written  agreement,  upon the prior
written consent of the Certificate Insurer,  without notice to or consent of the
Certificateholders,  to cure any ambiguity or mistake,  to correct or supplement
any  provisions  herein,  to comply with any changes in the Code, or to make any
other  provisions  with  respect  to  matters or  questions  arising  under this
Agreement which shall not be inconsistent with the provisions of this Agreement,
or any  Custodial  Agreement;  PROVIDED,  HOWEVER,  that such  action  shall not
adversely  affect the  interests  of any  Certificateholder  or the  Certificate
Insurer, as evidenced by an Opinion of Counsel or written notification from each
Rating  Agency to the effect  that such  amendment  will not cause  such  Rating
Agency to lower or withdraw the then current ratings on the Certificates, at the
expense  of the  party  requesting  the  change,  delivered  to the  Certificate
Insurer,  the Trustee and the Depositors;  and PROVIDED,  FURTHER,  that no such
amendment  shall  reduce in any  manner  the  amount of, or delay the timing of,
payments  received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, or change the
rights or  obligations  of any other  party  hereto  without the consent of such
party. The Trustee shall give prompt written notice to each Rating Agency of any
amendment made pursuant to this SECTION 13.02(A).

            (b)  This  Agreement  may  be  amended  from  time  to  time  by the
Depositors,  the Trustee and the Servicer,  with the consent of the  Certificate
Insurer,  the  Majority  in  Aggregate  Voting  Interest  and the Holders of the
majority of the Percentage  Interest in the Class R-I,  Class R-II,  Class R-III
and Class R-IV  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; PROVIDED, HOWEVER, that no
such amendment shall reduce in any manner the amount of, or delay the timing of,
any payments  which are required to be  distributed  on any Class A  Certificate
without the consent of the Holder of such  Certificate  or reduce the percentage
for each Class of  Certificates  the Holders of which are required to consent to
any such  amendment  without the consent of the Holders of 100% of each Class of
Certificates  affected thereby.  Prior notice of any proposed amendment pursuant
to this SECTION 13.02(B) shall be given to each Rating Agency.

            (c) It shall not be necessary  for the consent of Holders 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.

            (d)  Notwithstanding  any contrary provision of this Agreement,  the
Trustee  shall not consent to any  amendment to this  Agreement  unless it shall
have first  received an Opinion of Counsel to the effect that such  amendment or
the  exercise of any power  granted to the  Servicer,  the  Representative,  any
Depositor,  the  Certificate  Insurer  or the  Trustee in  accordance  with such
amendment  will not result in the  imposition of a tax on any Trust REMIC,  will
not cause any Trust  REMIC to fail to  qualify  as a REMIC or will not cause the
portion of the Trust Fund  exclusive  of any Trust REMIC to fail to qualify as a
grantor  trust at any time that any  Certificate  is  outstanding.  No amendment
shall have the effect of varying the latest possible maturity,  principal amount
or interest  rate of the Trust unless the Trustee shall have received an Opinion
of Counsel that the amendment will not cause the regular  interest to lack fixed
terms within the meaning of the REMIC provisions.

            (e) An amendment or supplement to the original issue discount legend
shall not be an amendment or supplement for purposes of this Article 13.

            Section 13.03     RECORDATION OF AGREEMENT.

            To the extent  permitted by  applicable  law, this  Agreement,  or a
memorandum  thereof if permitted under applicable law, is subject to recordation
in all  appropriate  public  offices  for real  property  records  in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the  Mortgages  are  situated,  and in any other  appropriate  public
recording  office or elsewhere,  such recordation to be effected by the Servicer
at the Holders' or Certificate Insurer's expense on direction and at the expense
of  the  Majority  in  Aggregate  Voting  Interest  or the  Certificate  Insurer
requesting such recordation,  but only when accompanied by an Opinion of Counsel
to the effect that such  recordation  materially  and  beneficially  affects the
interests of the  Certificateholders  or the Certificate Insurer or is necessary
for the administration or servicing of the Mortgage Loans.

            Section 13.04     DURATION OF AGREEMENT.

            This  Agreement   shall  continue  in  existence  and  effect  until
terminated as herein provided.

            Section 13.05     GOVERNING LAW.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE  PARTIES
HEREUNDER  SHALL BE  DETERMINED  IN ACCORDANCE  WITH SUCH LAWS,  WITHOUT  GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (BUT WITH  REFERENCE TO SECTION  5-1401
OF THE NEW YORK  GENERAL  OBLIGATIONS  LAW,  WHICH BY ITS TERMS  APPLIES TO THIS
AGREEMENT).

            Section 13.06     NOTICES.

            All  demands,  notices  and  communications  hereunder  shall  be in
writing and shall be deemed to have been duly given if  personally  delivered at
or mailed by overnight mail, certified mail or registered mail, postage prepaid,
to  (i)  in  the  case  of  the  Servicer  and  the  Representative,  EquiCredit
Corporation of America,  10401 Deerwood Park  Boulevard,  Jacksonville,  Florida
32256-0505 Attention:  General Counsel, or such other addresses as may hereafter
be furnished to the Trustee in writing by the  Representative  and the Servicer,
(ii) in the case of each Depositor, c/o EquiCredit Corporation of America, 10401
Deerwood Park Boulevard,  Jacksonville,  Florida 32256-0505  Attention:  General
Counsel, or such other addresses as may hereafter be furnished to the Trustee in
writing by such Depositor,  (iii) in the case of the Certificateholders,  as set
forth in the Certificate  Register,  (iv) in the case of the Trustee,  U.S. Bank
National  Association,  111 East Wacker  Drive,  Suite 3000,  Chicago,  Illinois
60601,  Attention:  Corporate Trust Department,  (v) in the case of Moody's,  99
Church  Street,  New York,  New York 10007,  Attention:  Home Equity  Monitoring
Group,  (vi) in the case of S&P,  55 Water  Street,  New York,  New York  10041,
Attention:  Ms. Nancy Gigante and (vii) in the case of the Certificate  Insurer,
Ambac Assurance  Corporation,  One State Street Plaza, New York, New York 10004,
Attention: Structured Financed MBS (re: EQCC Home Equity Loan Trust 1999-3). Any
such notices  shall be deemed to be  effective  with respect to any party hereto
upon the  receipt  of such  notice by such  party,  except  that  notices to the
Certificateholders shall be effective upon mailing or personal delivery.

            Section 13.07     SEVERABILITY OF PROVISIONS.

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

            Section 13.08     NO PARTNERSHIP.

            Except for federal, state and local income, franchise or similar tax
purposes,  nothing  herein  contained  shall be deemed or  construed to create a
co-partnership  or joint venture  between the parties hereto and the services of
the Servicer shall be rendered as an independent contractor and not as agent for
the Certificateholders.

            Section 13.09     COUNTERPARTS.

            This  Agreement may be executed in one or more  counterparts  and by
the different  parties hereto on separate  counterparts,  each of which, when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same agreement.

            Section 13.10     SUCCESSORS AND ASSIGNS.

            This Agreement shall inure to the benefit of and be binding upon the
Representative,   the   Servicer,   the   Depositors,   the   Trustee   and  the
Certificateholders and their respective successors and assigns.

            Section 13.11     HEADINGS.

            The  headings of the various  Sections of this  Agreement  have been
inserted for convenience of reference only and shall not be deemed to be part of
this Agreement.

            Section 13.12     LIMITATION OF LIABILITY OF TRUSTEE.

            Notwithstanding  anything  contained  herein to the  contrary,  this
Agreement  has  been  executed  by U.S.  Bank  National  Association  not in its
individual  capacity  but solely as  Trustee  and in no event  shall  U.S.  Bank
National  Association  have any liability for the  representations,  warranties,
covenants, agreements or other obligations of the Depositors hereunder or in any
of the certificates,  notices or agreements delivered pursuant hereto, as to all
of which recourse shall be had solely to the assets of the Trust Fund.

            Section 13.13     LIMITATIONS ON RIGHTS OF OTHERS.

            The  provisions of this  Agreement are solely for the benefit of the
Depositors,   the  Servicer,   the  Trustee,  the   Certificateholders  and  the
Originators and nothing in this Agreement  whether express or implied,  shall be
construed to give to any other Person any legal or  equitable  right,  remedy or
claim in the assets of the Trust or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein. The Certificate Insurer is
an intended third party beneficiary of this Agreement.

            Section 13.14     NO PETITION.

            The Servicer and the Trustee by entering into this Agreement  hereby
covenants and agrees that it shall not,  prior to the date which is one year and
one day after the  termination of this Agreement  pursuant to Article XI hereof,
acquiesce,  petition or otherwise  invoke or cause the  Depositors to invoke the
process of any court or  government  authority  for the purpose of commencing or
sustaining a case against the Depositors under any federal or state  bankruptcy,
insolvency  or similar  law or  appointing  a  receiver,  liquidator,  assignee,
trustee,  custodian,  sequestrator  or  other  similar  official  of each of the
Depositors or any substantial part of its respective  property,  or ordering the
winding up or liquidation of the affairs of each of the Depositors.

            Section 13.15     THIRD PARTY BENEFICIARY.

            This Agreement shall inure to the benefit of and be binding upon the
parties   hereto   and,   in   addition,   shall   inure  to  the   benefit   of
Certificateholders  and, to the extent provided herein, the Certificate  Insurer
and their  respective  successors  and  permitted  assigns.  Except as otherwise
provided in this  Agreement,  no other Person shall have any right or obligation
hereunder.


<PAGE>



            IN WITNESS  WHEREOF,  the Servicer,  the Trustee and the  Depositors
have  caused  their  names to be  signed  hereto  by their  respective  officers
thereunto duly authorized as of the day and year first above written.


                                       U.S.  BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                       By:_______________________________
                                          Name:
                                          Title:

                                       EQUICREDIT CORPORATION OF AMERICA,
                                          as Representative and Servicer

                                       By:_______________________________
                                          Name:
                                          Title:

                                       THE DEPOSITORS:

                                       EQCC RECEIVABLES CORPORATION

                                       By:_______________________________
                                          Name:
                                          Title:

                                       EQCC ASSET BACKED CORPORATION

                                       By:_______________________________
                                          Name:
                                          Title:



<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

            On the 26th day of August,  1999  before me, a Notary  Public in and
for the State of New York, personally appeared James Dodd, known to me to be the
Vice-President  of EQCC Receivables  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  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



<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

            On the 26th day of August,  1999  before me, a Notary  Public in and
for the State of New York, personally appeared James Dodd, known to me to be the
Vice-President of EQCC Asset Backed  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  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


<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

            On the 26th day of August,  1999  before me, a Notary  Public in and
for the State of New York, personally appeared James Dodd, known to me to be the
Vice-President of EquiCredit Corporation of America, a corporation that executed
the within  instrument  and also known to me to be the person who executed it on
behalf  of  said  corporation,  and  acknowledged  to me that  such  corporation
executed the within instrument.

            IN  WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed my
official seal the day and year in this certificate first above written.


                                   _____________________________________________
                                                  Notary Public


<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

            On the ____ day of August,  1999  before me, a Notary  Public in and
for the  State of New  York,  personally  appeared  ___________________________,
known to me to be  ____________________  of U.S.  Bank National  Association,  a
national banking  association that executed the within instrument and also known
to me to be the  person  who  executed  it on  behalf of said  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

<PAGE>


                                    EXHIBIT A

                            CONTENTS OF MORTGAGE FILE

            With respect to each Mortgage  Loan, the Mortgage File shall include
each of the  following  items  (copies  to the extent  the  originals  have been
delivered  to the  Depositors  pursuant  to  SECTION  2.04  of the  Pooling  and
Servicing  Agreement),  all of which shall be available  for  inspection  by the
Trustee and the Custodian, to the extent required by applicable laws:

            1.    The original Mortgage Note, with any intervening endorsements,
                  endorsed*/  -  "Pay  to  the  order  of  U.S.   Bank  National
                  Association,  as  Trustee  under  the  Pooling  and  Servicing
                  Agreement dated as of August 1, 1999,  Series 1999-3,  without
                  recourse"  or in blank  and  signed,  by  facsimile  or manual
                  signature, in the name of the Originator that transferred such
                  Mortgage  Loan to the  applicable  Depositor  pursuant  to the
                  Transfer  Agreement by a Responsible  Officer,  with all prior
                  and  intervening  endorsements  showing  a  complete  chain of
                  endorsement  from the  originator to such  Originator,  if the
                  Originator from whom the Depositor acquired such Mortgage Loan
                  was not the  originator  and,  with  respect  to  manufactured
                  housing units, the certificate of title, if any.

            2.    Either: (i) the original Mortgage,  with evidence of recording
                  thereon (and,  in the case of a Mortgaged  Property held in an
                  Illinois  Land Trust,  signed by the trustee of such  Illinois
                  Land Trust),  (ii) a copy of the Mortgage  certified as a true
                  copy by a  Responsible  Officer of the  applicable  Originator
                  that   transferred   such  Mortgage  Loan  to  the  applicable
                  Depositor  pursuant  to  the  Transfer  Agreement   (provided,
                  however,  that such  Responsible  Officer may  complete one or
                  more  blanket  certificates  attaching  copies  of one or more
                  Mortgages relating thereto) or by the closing attorney,  or by
                  an officer of the title  insurer or agent of the title insurer
                  which issued the related title insurance policy, or commitment
                  therefor,  if the original has been  transmitted for recording
                  until  such time as the  original  is  returned  by the public
                  recording office or (iii) a copy of the Mortgage  certified by
                  the  public  recording  office  in those  instances  where the
                  original recorded Mortgage has been lost.

            3.    Except  for a  Mortgaged  Property  held in an  Illinois  Land
                  Trust, the original Assignment of Mortgage from the Originator
                  that   transferred   such  Mortgage  Loan  to  the  applicable
                  Depositor  pursuant to the Transfer  Agreement  to*/ U.S. Bank
                  National  Association,   as  Trustee  under  the  Pooling  and
                  Servicing  Agreement  dated as of August 1, 1999,  or in blank
                  pursuant to the Transfer Agreement.


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

*/ Upon the occurrence of the Recordation  Trigger,  the Servicer shall promptly
cause each  Assignment  of Mortgage to be recorded in the  applicable  recording
office in the name of the Trustee.


            4.    The original  policy of title insurance or a true copy thereof
                  or, if such policy has not yet been  delivered by the insurer,
                  the commitment or binder to issue same.

            5.    All intervening assignments,  if any, showing a complete chain
                  of  assignment   from  the   originator   to  the   applicable
                  Originator,  including any recorded  warehousing  assignments,
                  with evidence of recording thereon, certified by a Responsible
                  Officer  of the  applicable  Originator  as a true copy of the
                  original of such intervening assignments.

            6.    Originals of all assumption and  modification  agreements,  if
                  any  or a  copy  certified  as a true  copy  by a  Responsible
                  Officer of the applicable Originator.

            7.    Except  for a  Mortgaged  Property  held in an  Illinois  Land
                  Trust,  either: (i) originals of all intervening  assignments,
                  if any showing a complete  chain of title from the  originator
                  to  the   applicable   Originator,   including   any  recorded
                  warehousing  assignments,  with evidence of recording thereon,
                  or, (ii) if the original intervening  assignments have not yet
                  been  returned  from  the  recording  office,  a  copy  of the
                  originals  of such  intervening  assignments  together  with a
                  certificate of a Responsible  Officer of the Originator or the
                  closing  attorney  or an  officer of the title  insurer  which
                  issued the  related  title  insurance  policy,  or  commitment
                  therefor,  or its duly  authorized  agent  certifying that the
                  copy  is a true  copy  of the  original  of  such  intervening
                  assignments  or  (iii)  a copy of the  intervening  assignment
                  certified by the public  recording  office in those  instances
                  where the original  recorded  intervening  assignment has been
                  lost.

            8.    If the  Mortgaged  Property is held in an Illinois Land Trust,
                  the original  Assignment  of Beneficial  Interest,  or, if the
                  trustee of such  Illinois  Land Trust  retains  such  original
                  Assignment of Beneficial  Interest,  a certified  true copy of
                  such  Assignment of  Beneficial  Interest so certified by such
                  trustee.

            9.    If the  Mortgaged  Property is held in an Illinois Land Trust,
                  an original  Reassignment of Assignment of Beneficial Interest
                  from the Originator  to*/ U.S. Bank National  Association,  as
                  Trustee under the Pooling and Servicing  Agreement dated as of
                  August 1, 1999,  Series 1999-3 or in blank.  In the event that
                  the Mortgage Loan was acquired by the applicable Originator in
                  a merger,  the  Reassignment  of the  Assignment of Beneficial
                  Interest  must be by  "[Originator],  successor  by  merger to
                  "[name of  predecessor]";  and in the event that the  Mortgage
                  Loan was acquired or originated by such Originator while doing
                  business under another name, the Reassignment of Assignment of
                  Beneficial  Interest must be by "[Originator],  formerly known
                  as [previous name]."

            10.   If the  Mortgaged  Property is held in an Illinois Land Trust,
                  originals of all  intervening  Reassignments  of Assignment of
                  Beneficial  Interest,  showing a complete  chain of assignment
                  from the  beneficiaries  of such  Illinois  Land  Trust to the
                  applicable  Originator  of all of such  beneficiaries'  right,
                  title, and interest in, to, and under the trust agreement with
                  respect to such Illinois Land Trust.

            11.   If the  Mortgaged  Property is held in an Illinois Land Trust,
                  (A) a certified copy of the  instrument  creating the Illinois
                  Land  Trust,  (B) a copy  of  the  UCC-1  Financing  Statement
                  evidencing  the  assignment  of  the  Mortgagor's   beneficial
                  interest in the Illinois  Land Trust,  with evidence of filing
                  thereon,  and  (C)  the  original  personal  guaranty  of  the
                  Mortgage  Note,  executed by each  beneficiary of the Illinois
                  Land Trust.

            12.   Mortgage Loan closing statement and any other truth-in-lending
                  or real estate settlement procedure forms required by law.

            13.   Residential loan application.

            14.   Verification  of employment  and income,  and tax returns,  if
                  any.

            15.   Credit report on the mortgagor.

            16.   The full appraisal made in connection  with the origination of
                  the  related  Mortgage  Loan with  photographs  of the subject
                  property and of comparable  properties,  constituting evidence
                  sufficient to indicate that the Mortgaged  Property relates to
                  a Residential Dwelling.  Provided, that for certain loans with
                  combined  loan-to-value ratios less than 85% and balances less
                  than $50,000, interior inspections may not be included.

            17.   Copy of the First Lien, if in the Servicer's file.

            18.   All other papers and records  developed or  originated  by the
                  applicable  Depositor  or others,  required  to  document  the
                  Mortgage Loan or to service the Mortgage Loan.*/


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

*/ Upon the occurrence of the Recordation  Trigger,  the Servicer shall promptly
cause each  Assignment  of Mortgage to be recorded in the  applicable  recording
office in the name of the Trustee.


<PAGE>


                                   EXHIBIT B-1


                        [FORM OF CLASS A-1F CERTIFICATE]


                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-1F                Original Class A-1F Principal Balance:
No. A-1F-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ______________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-1F  Certificates with
respect to a group of fixed-rate  residential  mortgage loans ("FIXED RATE GROUP
1") which  comprise part of a Trust Fund  consisting  primarily of two groups of
fixed-rate  and one group of  adjustable-rate  residential  mortgage  loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"Representative",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below).  Fixed Rate Group 1 was
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  Fixed Rate Group 1 will be serviced by the  Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-1F
Certificates  at a rate equal to the lesser of (i) 6.548% per annum and (ii) the
Fixed Rate Group 1 Net Funds Cap Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-1F  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to  receive  payments  in  respect of Fixed Rate Group 1 Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:


                          CERTIFICATE OF AUTHENTICATION

            This  is  one  of  the  Class  A  Certificates  referred  to in  the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-2

                        [FORM OF CLASS A-2F CERTIFICATE]

                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-2F                Original Class A-2F Principal Balance:
No. A-2F-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ____________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-2F  Certificates with
respect to a group of fixed-rate  residential  mortgage loans ("FIXED RATE GROUP
1") which  comprise part of a Trust Fund  consisting  primarily of two groups of
fixed-rate  and one group of  adjustable-rate  residential  mortgage  loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"Representative",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below).  Fixed Rate Group 1 was
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  Fixed Rate Group 1 will be serviced by the  Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-2F
Certificates  at a rate equal to the lesser of (i) 6.887% per annum and (ii) the
Fixed Rate Group 1 Net Funds Cap Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-2F  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to  receive  payments  in  respect of Fixed Rate Group 1 Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is  one  of  the  Class  A  Certificates  referred  to in  the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-3

                        [FORM OF CLASS A-3F CERTIFICATE]

                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]

                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-3F                Original Class A-3F Principal Balance:
No. A-3F-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ____________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-3F  Certificates with
respect to a group of fixed-rate  residential  mortgage loans ("FIXED RATE GROUP
1") which  comprise part of a Trust Fund  consisting  primarily of two groups of
fixed-rate  and one group of  adjustable-rate  residential  mortgage  loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"Representative",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below).  Fixed Rate Group 1 was
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  Fixed Rate Group 1 will be serviced by the  Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-3F
Certificates  at a rate equal to the lesser of (i) 7.067% per annum and (ii) the
Fixed Rate Group 1 Net Funds Cap Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-3F  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to  receive  payments  in  respect of Fixed Rate Group 1 Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is  one  of  the  Class  A  Certificates  referred  to in  the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-4

                        [FORM OF CLASS A-4F CERTIFICATE]

                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-4F                Original Class A-4F Principal Balance:
No. A-4F-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ____________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-4F  Certificates with
respect to a group of fixed-rate  residential  mortgage loans ("FIXED RATE GROUP
1") which  comprise part of a Trust Fund  consisting  primarily of two groups of
fixed-rate  and one group of  adjustable-rate  residential  mortgage  loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"Representative",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below).  Fixed Rate Group 1 was
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  Fixed Rate Group 1 will be serviced by the  Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-4F
Certificates  at a rate equal to the lesser of (i) 7.371% per annum and (ii) the
Fixed Rate Group 1 Net Funds Cap Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-4F  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to  receive  payments  in  respect of Fixed Rate Group 1 Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is  one  of  the  Class  A  Certificates  referred  to in  the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-5

                        [FORM OF CLASS A-5F CERTIFICATE]

                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-5F                Original Class A-5F Principal Balance:
No. A-5F-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ____________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-5F  Certificates with
respect to a group of fixed-rate  residential  mortgage loans ("FIXED RATE GROUP
1") which  comprise part of a Trust Fund  consisting  primarily of two groups of
fixed-rate  and one group of  adjustable-rate  residential  mortgage  loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"Representative",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below).  Fixed Rate Group 1 was
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  Fixed Rate Group 1 will be serviced by the  Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-5F
Certificates  at a rate equal to the lesser of (i)(a)  7.638% per annum for each
Distribution  Date on or prior to the Optional  Purchase  Date or (b) 8.138% per
annum for each  Distribution  Date following the Optional Purchase Date and (ii)
the Fixed Rate Group 1 Net Funds Cap Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-5F  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to  receive  payments  in  respect of Fixed Rate Group 1 Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is  one  of  the  Class  A  Certificates  referred  to in  the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-6

                        [FORM OF CLASS A-6F CERTIFICATE]

                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-6F                Original Class A-6F Principal Balance:
No. A-6F-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ____________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-6F  Certificates with
respect to a group of fixed-rate  residential  mortgage loans ("FIXED RATE GROUP
1") which  comprise part of a Trust Fund  consisting  primarily of two groups of
fixed-rate  and one group of  adjustable-rate  residential  mortgage  loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"Representative",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below).  Fixed Rate Group 1 was
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries Fixed Rate Group 1 will be serviced by the Servicer pursuant to the
terms and conditions of that certain Pooling and Servicing Agreement dated as of
August 1, 1999 (the "AGREEMENT") by and among the Representative,  the Servicer,
EQCC  Receivables  Corporation,  EQCC Asset  Backed  Corporation  and U.S.  Bank
National  Association,  as trustee  (the  "TRUSTEE"),  certain of the  pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-6F
Certificates  at a rate equal to the lesser of (i) 7.267% per annum and (ii) the
Fixed Rate Group 1 Net Funds Cap Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-6F  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to  receive  payments  in  respect of Fixed Rate Group 1 Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is  one  of  the  Class  A  Certificates  referred  to in  the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-7

                        [FORM OF CLASS A-7F CERTIFICATE]

                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-7F                Original Class A-7F Principal Balance:
No. A-7F-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ____________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-7F  Certificates with
respect to a group of fixed-rate  residential  mortgage loans ("FIXED RATE GROUP
2") which  comprise part of a Trust Fund  consisting  primarily of two groups of
fixed-rate  and one group of  adjustable-rate  residential  mortgage  loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"Representative",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below).  Fixed Rate Group 2 was
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  Fixed Rate Group 2 will be serviced by the  Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-7F
Certificates  at a rate equal to the lesser of (i)(a)  7.448% per annum for each
Distribution  Date on or prior to the Optional  Purchase  Date or (b) 7.948% per
annum for each  Distribution  Date following the Optional Purchase Date and (ii)
the Fixed Rate Group 2 Net Funds Cap Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-7F  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to  receive  payments  in  respect of Fixed Rate Group 2 Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is  one  of  the  Class  A  Certificates  referred  to in  the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-8

                        [FORM OF CLASS A-1A CERTIFICATE]

                          [Form of Face of Certificate]

  [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
    DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
 TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
      NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
 CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
  ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                               INTEREST HEREIN.]


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class A-1A                Original Class A-1A Principal Balance:
No. A-1A-__                              $_________________

Cut-off Date: August 1, 1999             Original Principal Balance as of the
                                         Cut-off Date Represented by this
                                         Certificate:
                                         $_________________

First Distribution Date:                 Percentage Interest of this
September 27, 1999                       Certificate:
                                         _____%

Closing Date:                            Latest Maturity Date:
August 26, 1999                          ____________________

CUSIP:___________                        Common Code:_______________

ISIN:_____________

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate in distributions to the Holders of the Class A-1A  Certificates with
respect  to  a  group  of  adjustable-rate   residential   mortgage  loans  (the
"ADJUSTABLE  RATE  GROUP")  which  comprise  part  of a  Trust  Fund  consisting
primarily of two groups of fixed-rate and one group of adjustable-rate  mortgage
loans (the  "MORTGAGE  LOANS")  master  serviced by  EquiCredit  Corporation  of
America  (hereinafter  called the "SERVICER",  in its capacity as Servicer,  and
"Representative",  in its capacity as  Representative,  which terms  include any
successor  entity under the Agreement  referred to below).  The Adjustable  Rate
Group was  originated  or  acquired  by the  Representative  and  certain of its
wholly-owned  subsidiaries.  The  Adjustable  Rate Group will be serviced by the
Servicer  pursuant  to the terms and  conditions  of that  certain  Pooling  and
Servicing  Agreement  dated as of August 1, 1999 (the  "Agreement") by and among
the  Representative,  the Servicer,  EQCC  Receivables  Corporation,  EQCC Asset
Backed  Corporation  and  U.S.  Bank  National  Association,   as  trustee  (the
"Trustee"),  certain of the pertinent  provisions of which are set forth herein.
To the extent not defined  herein,  the  capitalized  terms used herein have the
meanings  assigned in the  Agreement.  This  Certificate  is issued under and is
subject to the terms,  provisions  and  conditions  of the  Agreement,  to which
Agreement  the holder of this  Certificate  by virtue of the  acceptance  hereof
assents and by which such holder is bound.

            During each Accrual  Period,  interest will accrue on the Class A-1A
Certificates  at a rate equal to the lesser of (i) LIBOR as of the related LIBOR
Determination  Date plus (a) 0.31%  per  annum on each  Distribution  Date on or
prior to the Optional Purchase Date and (b) 0.62% per annum on each Distribution
Date following the Optional  Purchase Date and (ii) the Class A-1A Net Funds Cap
Rate.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and the amount
required to be  distributed  to Holders of the Class A-1A  Certificates  on such
Distribution Date pursuant to SECTION 6.05 of the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents (i) a beneficial  interest in a "regular  interest" in a "real estate
mortgage  investment  conduit"  as those  terms are  defined,  respectively,  in
Sections  860G and 860D of the Internal  Revenue Code of 1986,  as amended,  and
(ii) the right to receive  payments  in  respect  of Class  A-1A LIBOR  Interest
Carryovers.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

   This is one of the Class A Certificates  referred to in the  within-mentioned
Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                   EXHIBIT B-9

                          [FORM OF CLASS X CERTIFICATE]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS  CERTIFICATE  HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (The "1933 ACT"),  OR THE SECURITIES  LAW OF ANY STATE.  ANY
RESALE,   TRANSFER  OR  OTHER  DISPOSITION  OF  THIS  CERTIFICATE  WITHOUT  SUCH
REGISTRATION OR QUALIFICATION  MAY BE MADE ONLY IN A TRANSACTION  WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT,  INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES,
KEOGH PLANS AND COLLECTIVE  INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN WHICH SUCH
PLANS,  ACCOUNTS OR ARRANGEMENTS ARE INVESTED,  THAT IS SUBJECT TO THE FIDUCIARY
RESPONSIBILITY  PROVISIONS  OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS
OF ANY SUBSEQUENT  ENACTMENTS)  (EACH,  AN "ERISA PLAN"),  UNLESS THE TRANSFEREE
PROVIDES  THE  SERVICER  AND TRUSTEE  WITH (1) A  CERTIFICATION  OF FACTS AND AN
OPINION  OF  COUNSEL  SATISFACTORY  TO THE  SERVICER  AND THE  TRUSTEE  THAT THE
PURCHASE OF THIS  CERTIFICATE  BY OR ON BEHALF OF SUCH ERISA PLAN IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED
TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE SERVICER OR THE TRUSTEE TO ANY  OBLIGATION  OR LIABILITY  (INCLUDING
OBLIGATIONS OR LIABILITIES  UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION
TO THOSE  UNDERTAKEN IN THE AGREEMENT OR (2) IF SUCH  TRANSFEREE IS AN INSURANCE
COMPANY,  A CERTIFICATION  OF FACTS WITH RESPECT TO CERTAIN MATTERS SET FORTH IN
THE AGREEMENT.


<PAGE>


                 EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class X                   Percentage Interest of this
No. X-                                   Certificate:
                                         _____%

Cut-off Date: August 1, 1999             Closing Date:
                                         August 26, 1999

First Distribution Date:
September 27, 1999

            This  certifies  that  _________________________  is the  registered
owner of the percentage interest (the "PERCENTAGE  INTEREST")  evidenced by this
Certificate  in  certain  monthly  distributions  with  respect  to a Trust Fund
consisting   primarily   of  two   groups  of   fixed-rate   and  one  group  of
adjustable-rate  mortgage  loans  (the  "MORTGAGE  LOANS")  master  serviced  by
EquiCredit  Corporation of America  (hereinafter  called the "SERVICER",  in its
capacity as Servicer,  and "REPRESENTATIVE",  in its capacity as Representative,
which terms include any successor entity under the Agreement referred to below).
The Mortgage Loans were originated or acquired by the Representative and certain
of its  wholly-owned  subsidiaries.  The Mortgage  Loans will be serviced by the
Servicer  pursuant  to the terms and  conditions  of that  certain  Pooling  and
Servicing  Agreement  dated as of August 1, 1999 (the  "AGREEMENT") by and among
the  Representative,  the Servicer,  EQCC  Receivables  Corporation,  EQCC Asset
Backed  Corporation  and  U.S.  Bank  National  Association,   as  trustee  (the
"TRUSTEE"),  certain of the pertinent  provisions of which are set forth herein.
To the extent not defined  herein,  the  capitalized  terms used herein have the
meanings  assigned in the  Agreement.  This  Certificate  is issued under and is
subject to the terms,  provisions  and  conditions  of the  Agreement,  to which
Agreement  the holder of this  Certificate  by virtue of the  acceptance  hereof
assents and by which such holder is bound.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and any amount
required to be distributed  to the Holders of the Class X  Certificates  on such
Remittance Date pursuant to SECTION 6.05 of the Agreement.

            No  transfer  of any Class X  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.  In the  event  that a  transfer  is to be made
without such  registration or  qualification,  (a) the Trustee shall require the
transferee to execute an investment letter, which investment letter shall not be
an expense of the  Depositors,  the Servicer or the Trustee and (b) in the event
that  such a  transfer  is not made  pursuant  to Rule 144A  under the Act,  the
Depositors may direct the Trustee to require an Opinion of Counsel  satisfactory
to the Trustee and the  Depositors  that such  transfer may be made without such
registration or qualification,  which Opinion of Counsel shall not be an expense
of the Depositors,  the Trustee or the Servicer.  Neither the Depositors nor the
Trustee is  obligated  to register  or qualify  any of the Class X  Certificates
under  the 1933  Act or any  other  securities  law or to take  any  action  not
otherwise   required  under  the  Agreement  to  permit  the  transfer  of  such
Certificates without registration or qualification.  Any such  Certificateholder
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trustee,  the Depositors,  the Certificate  Insurer and the 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.  In  connection  with any such
transfer,  the  Servicer  and  the  Trustee  will  also  require  either  (i)  a
certification  of  facts  and an  Opinion  of  Counsel  which  establish  to the
satisfaction  of the Servicer and the Trustee that such transfer will not result
in a violation  of Section 406 of ERISA or Section 4975 of the Code or cause the
Servicer or the  Trustee to be deemed a fiduciary  of an ERISA Plan or result in
the  imposition  of an excise tax under  Section 4975 of the Code, or (ii) (a) a
representation  letter, in the form as described in the Agreement,  stating that
the transferee is not an ERISA Plan and is not acting on behalf of an ERISA Plan
or using the  assets of an ERISA  Plan to effect  such  purchase  or (b) if such
transferee is an insurance  company,  a  certification  of facts with respect to
certain matters set forth in the Agreement.

            Solely  for U.S.  federal  income  tax  purposes,  this  Certificate
represents  (i) a  "regular  interest"  in a "real  estate  mortgage  investment
conduit" as those terms are defined,  respectively, in Sections 860G and 860D of
the  Internal  Revenue  Code of 1986,  as amended  and (ii) the rights set forth
pursuant to SECTION 6.05 in the Agreement.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

   This is one of the Class X Certificates  referred to in the  within-mentioned
Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                  EXHIBIT B-10

                         [FORM OF CLASS R-I CERTIFICATE]

THIS  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS X
CERTIFICATES  AS DESCRIBED IN THE POOLING AND  SERVICING  AGREEMENT  REFERRED TO
HEREIN.

THIS  CERTIFICATE  MAY NOT BE HELD BY OR TRANSFERRED TO A DISQUALIFIED  NON-U.S.
PERSON OR A DISQUALIFIED ORGANIZATION OR AGENT THEREOF.

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THIS  CERTIFICATE  HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE  "1933  ACT") OR THE  SECURITIES  LAWS OF ANY  STATE.  ANY  RESALE,
TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE  WITHOUT SUCH REGISTRATION OR
QUALIFICATION  MAY BE MADE ONLY IN A  TRANSACTION  WHICH DOES NOT  REQUIRE  SUCH
REGISTRATION OR QUALIFICATION  AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
OR OTHER RETIREMENT  ARRANGEMENT,  INCLUDING INDIVIDUAL  RETIREMENT ACCOUNTS AND
ANNUITIES,  KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN
WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED,  THAT IS SUBJECT TO THE
FIDUCIARY  RESPONSIBILITY  PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974,  AS AMENDED  ("ERISA") OR SECTION  4975 OF THE CODE (OR  COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (EACH, AN "ERISA PLAN").

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED  TRANSFEREE  PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITORS AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION OR AGENT
THEREOF,  (2) NO  PURPOSE  OF SUCH  TRANSFER  IS TO  IMPEDE  THE  ASSESSMENT  OR
COLLECTION  OF  TAX  AND  (3)  SUCH  TRANSFEREE   SATISFIES  CERTAIN  ADDITIONAL
CONDITIONS  RELATING TO THE  FINANCIAL  CONDITION  OF THE  PROPOSED  TRANSFEREE.
NOTWITHSTANDING  THE  REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR
A DISQUALIFIED  NON-UNITED STATES PERSON OR AN AGENT THEREOF,  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.
A TRANSFEROR OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR AN AGENT WHO
ACQUIRES  THIS  CERTIFICATE  ON BEHALF  OF A  DISQUALIFIED  ORGANIZATION  MAY BE
SUBJECT TO A  SIGNIFICANT  FEDERAL  INCOME TAX UNLESS IT PROPERLY  RECEIVES  THE
TRANSFER AFFIDAVIT AND AGREEMENT  DESCRIBED IN SECTION 4.02(d) OF THE AGREEMENT.
THIS CERTIFICATE MAY BE A "NON-ECONOMIC RESIDUAL INTEREST," CERTAIN TRANSFERS OF
WHICH MAY BE DISREGARDED  FOR FEDERAL  INCOME TAX PURPOSES.  EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>


                 EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class R-I                 Percentage Interest of this
No. R-I-__                               Certificate:
                                         _____%

Cut-off Date: August 1, 1999             Closing Date:
                                 August 26, 1999

First Distribution Date:
September 27, 1999

            This  certifies  that  _________________________  is the  registered
owner of the interest (the "PERCENTAGE  INTEREST") evidenced by this Certificate
in certain  distributions  with respect to a Trust Fund consisting  primarily of
two groups of fixed-rate  and one group of  adjustable-rate  mortgage loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"REPRESENTATIVE",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below). The Mortgage Loans were
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  The Mortgage  Loans will be serviced by the Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and any amount
required to be distributed to the Holders of the Class R-I  Certificates on such
Remittance Date pursuant to SECTION 6.05 of the Agreement.

            Each Holder of this  Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
Permitted  Transferee,  (ii) the  transfer  of any  Ownership  Interest  in this
Certificate will be conditioned upon the delivery to the Trustee of, among other
things,  an affidavit to the effect that it is a Permitted  Transferee and (iii)
any  attempted  or  purported   transfer  of  any  Ownership  Interest  in  this
Certificate in violation of such  restrictions  will be absolutely null and void
and will vest no rights in the purported transferee.  The Percentage Interest of
this  Certificate  is set  forth  above.  Notwithstanding  the  fact  that  this
Certificate has no principal  balance,  this Certificate will remain outstanding
under the Agreement and the Holder hereof may have additional obligations as set
forth in the Agreement.

            No transfer of any Class R-I  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.  In the  event  that a  transfer  is to be made
without such  registration or  qualification,  (a) the Trustee shall require the
transferee to execute an investment letter, which investment letter shall not be
an expense of the  Depositors,  the Servicer or the Trustee and (b) in the event
that  such a  transfer  is not made  pursuant  to Rule 144A  under the Act,  the
Depositors may direct the Trustee to require an Opinion of Counsel  satisfactory
to the Trustee and the  Depositors  that such  transfer may be made without such
registration or qualification,  which Opinion of Counsel shall not be an expense
of the Depositors,  the Trustee or the Servicer.  Neither the Depositors nor the
Trustee is  obligated  to register or qualify any of the Class R-I  Certificates
under  the 1933  Act or any  other  securities  law or to take  any  action  not
otherwise   required  under  the  Agreement  to  permit  the  transfer  of  such
Certificates without registration or qualification.  Any such  Certificateholder
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trustee,  the Depositors,  the Certificate  Insurer and the 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.  In  connection  with any such
transfer,  the Trustee will also require a representation letter, in the form as
described in the Agreement, stating that the transferee is not an ERISA Plan and
is not acting on behalf of an ERISA Plan or using the assets of an ERISA Plan to
effect such purchase.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

  This is one of the Class R-I Certificates  referred to in the within-mentioned
Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                  EXHIBIT B-11

                        [FORM OF CLASS R-II CERTIFICATE]

THIS  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS X
CERTIFICATES  AS DESCRIBED IN THE POOLING AND  SERVICING  AGREEMENT  REFERRED TO
HEREIN.

THIS  CERTIFICATE  MAY NOT BE HELD BY OR TRANSFERRED TO A DISQUALIFIED  NON-U.S.
PERSON OR A DISQUALIFIED ORGANIZATION OR AGENT THEREOF.

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THIS  CERTIFICATE  HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE  "1933  ACT") OR THE  SECURITIES  LAWS OF ANY  STATE.  ANY  RESALE,
TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE  WITHOUT SUCH REGISTRATION OR
QUALIFICATION  MAY BE MADE ONLY IN A  TRANSACTION  WHICH DOES NOT  REQUIRE  SUCH
REGISTRATION OR QUALIFICATION  AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
OR OTHER RETIREMENT  ARRANGEMENT,  INCLUDING INDIVIDUAL  RETIREMENT ACCOUNTS AND
ANNUITIES,  KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN
WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED,  THAT IS SUBJECT TO THE
FIDUCIARY  RESPONSIBILITY  PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974,  AS AMENDED  ("ERISA") OR SECTION  4975 OF THE CODE (OR  COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (EACH, AN "ERISA PLAN").

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED  TRANSFEREE  PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITORS AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION OR AGENT
THEREOF,  (2) NO  PURPOSE  OF SUCH  TRANSFER  IS TO  IMPEDE  THE  ASSESSMENT  OR
COLLECTION  OF  TAX  AND  (3)  SUCH  TRANSFEREE   SATISFIES  CERTAIN  ADDITIONAL
CONDITIONS  RELATING TO THE  FINANCIAL  CONDITION  OF THE  PROPOSED  TRANSFEREE.
NOTWITHSTANDING  THE  REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR
A DISQUALIFIED  NON-UNITED STATES PERSON OR AN AGENT THEREOF,  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.
A TRANSFEROR OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR AN AGENT WHO
ACQUIRES  THIS  CERTIFICATE  ON BEHALF  OF A  DISQUALIFIED  ORGANIZATION  MAY BE
SUBJECT TO A  SIGNIFICANT  FEDERAL  INCOME TAX UNLESS IT PROPERLY  RECEIVES  THE
TRANSFER AFFIDAVIT AND AGREEMENT  DESCRIBED IN SECTION 4.02(d) OF THE AGREEMENT.
THIS CERTIFICATE MAY BE A "NON-ECONOMIC RESIDUAL INTEREST," CERTAIN TRANSFERS OF
WHICH MAY BE DISREGARDED  FOR FEDERAL  INCOME TAX PURPOSES.  EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>


                 EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class R-II                Percentage Interest of this
No. R-II-__                              Certificate:
                                         _____%

Cut-off Date: August 1, 1999             Closing Date:
                                         August 26, 1999

First Distribution Date:
September 27, 1999

            This  certifies  that  _________________________  is the  registered
owner of the interest (the "PERCENTAGE  INTEREST") evidenced by this Certificate
in certain  distributions  with respect to a Trust Fund consisting  primarily of
two groups of fixed-rate  and one group of  adjustable-rate  mortgage loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"REPRESENTATIVE",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below). The Mortgage Loans were
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  The Mortgage  Loans will be serviced by the Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and any amount
required to be distributed to the Holders of the Class R-II Certificates on such
Remittance Date pursuant to SECTION 6.05 of the Agreement.

            Each Holder of this  Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
Permitted  Transferee,  (ii) the  transfer  of any  Ownership  Interest  in this
Certificate will be conditioned upon the delivery to the Trustee of, among other
things,  an affidavit to the effect that it is a Permitted  Transferee and (iii)
any  attempted  or  purported   transfer  of  any  Ownership  Interest  in  this
Certificate in violation of such  restrictions  will be absolutely null and void
and will vest no rights in the purported transferee.  The Percentage Interest of
this  Certificate  is set  forth  above.  Notwithstanding  the  fact  that  this
Certificate has no principal  balance,  this Certificate will remain outstanding
under the Agreement and the Holder hereof may have additional obligations as set
forth in the Agreement.

            No transfer of any Class R-II 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.  In the  event  that a  transfer  is to be made
without such  registration or  qualification,  (a) the Trustee shall require the
transferee to execute an investment letter, which investment letter shall not be
an expense of the  Depositors,  the Servicer or the Trustee and (b) in the event
that  such a  transfer  is not made  pursuant  to Rule 144A  under the Act,  the
Depositors may direct the Trustee to require an Opinion of Counsel  satisfactory
to the Trustee and the  Depositors  that such  transfer may be made without such
registration or qualification,  which Opinion of Counsel shall not be an expense
of the Depositors,  the Trustee or the Servicer.  Neither the Depositors nor the
Trustee is obligated  to register or qualify any of the Class R-II  Certificates
under  the 1933  Act or any  other  securities  law or to take  any  action  not
otherwise   required  under  the  Agreement  to  permit  the  transfer  of  such
Certificates without registration or qualification.  Any such  Certificateholder
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trustee,  the Depositors,  the Certificate  Insurer and the 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.  In  connection  with any such
transfer,  the Trustee will also require a representation letter, in the form as
described in the Agreement, stating that the transferee is not an ERISA Plan and
is not acting on behalf of an ERISA Plan or using the assets of an ERISA Plan to
effect such purchase.



<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

 This is one of the Class R-II Certificates  referred to in the within-mentioned
Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory



<PAGE>


                                  EXHIBIT B-12

                        [FORM OF CLASS R-III CERTIFICATE]

THIS  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS X
CERTIFICATES  AS DESCRIBED IN THE POOLING AND  SERVICING  AGREEMENT  REFERRED TO
HEREIN.

THIS  CERTIFICATE  MAY NOT BE HELD BY OR TRANSFERRED TO A DISQUALIFIED  NON-U.S.
PERSON OR A DISQUALIFIED ORGANIZATION OR AGENT THEREOF.

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THIS  CERTIFICATE  HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE  "1933  ACT") OR THE  SECURITIES  LAWS OF ANY  STATE.  ANY  RESALE,
TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE  WITHOUT SUCH REGISTRATION OR
QUALIFICATION  MAY BE MADE ONLY IN A  TRANSACTION  WHICH DOES NOT  REQUIRE  SUCH
REGISTRATION OR QUALIFICATION  AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
OR OTHER RETIREMENT  ARRANGEMENT,  INCLUDING INDIVIDUAL  RETIREMENT ACCOUNTS AND
ANNUITIES,  KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN
WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED,  THAT IS SUBJECT TO THE
FIDUCIARY  RESPONSIBILITY  PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974,  AS AMENDED  ("ERISA") OR SECTION  4975 OF THE CODE (OR  COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (EACH, AN "ERISA PLAN").

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED  TRANSFEREE  PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITORS AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION OR AGENT
THEREOF,  (2) NO  PURPOSE  OF SUCH  TRANSFER  IS TO  IMPEDE  THE  ASSESSMENT  OR
COLLECTION  OF  TAX  AND  (3)  SUCH  TRANSFEREE   SATISFIES  CERTAIN  ADDITIONAL
CONDITIONS  RELATING TO THE  FINANCIAL  CONDITION  OF THE  PROPOSED  TRANSFEREE.
NOTWITHSTANDING  THE  REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR
A DISQUALIFIED  NON-UNITED STATES PERSON OR AN AGENT THEREOF,  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.
A TRANSFEROR OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR AN AGENT WHO
ACQUIRES  THIS  CERTIFICATE  ON BEHALF  OF A  DISQUALIFIED  ORGANIZATION  MAY BE
SUBJECT TO A  SIGNIFICANT  FEDERAL  INCOME TAX UNLESS IT PROPERLY  RECEIVES  THE
TRANSFER AFFIDAVIT AND AGREEMENT  DESCRIBED IN SECTION 4.02(d) OF THE AGREEMENT.
THIS CERTIFICATE MAY BE A "NON-ECONOMIC RESIDUAL INTEREST," CERTAIN TRANSFERS OF
WHICH MAY BE DISREGARDED  FOR FEDERAL  INCOME TAX PURPOSES.  EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class R-III               Percentage Interest of this
No. R-III-__                             Certificate:
                                         _____%

Cut-off Date: August 1, 1999             Closing Date:
                                         August 26, 1999

First Distribution Date:
September 27, 1999

            This  certifies  that  _________________________  is the  registered
owner of the interest (the "PERCENTAGE  INTEREST") evidenced by this Certificate
in certain  distributions  with respect to a Trust Fund consisting  primarily of
two groups of fixed-rate and one group of adjustable-rate  residential  mortgage
loans (the  "MORTGAGE  LOANS")  master  serviced by  EquiCredit  Corporation  of
America  (hereinafter  called the "SERVICER",  in its capacity as Servicer,  and
"REPRESENTATIVE",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below). The Mortgage Loans were
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  The Mortgage  Loans will be serviced by the Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and any amount
required to be  distributed  to the Holders of the Class R-III  Certificates  on
such Remittance Date pursuant to SECTION 6.05 of the Agreement.

            Each Holder of this  Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
Permitted  Transferee,  (ii) the  transfer  of any  Ownership  Interest  in this
Certificate will be conditioned upon the delivery to the Trustee of, among other
things, an affidavit to the effect that it is a Permitted Transferee,  and (iii)
any  attempted  or  purported   transfer  of  any  Ownership  Interest  in  this
Certificate in violation of such  restrictions  will be absolutely null and void
and will vest no rights in the purported transferee.  The Percentage Interest of
this  Certificate  is set  forth  above.  Notwithstanding  the  fact  that  this
Certificate has no principal  balance,  this Certificate will remain outstanding
under the Agreement and the Holder hereof may have additional obligations as set
forth in the Agreement.

            No transfer of any Class R-III 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.  In the  event  that a  transfer  is to be made
without such  registration or  qualification,  (a) the Trustee shall require the
transferee to execute an investment letter, which investment letter shall not be
an expense of the  Depositors,  the Servicer or the Trustee and (b) in the event
that  such a  transfer  is not made  pursuant  to Rule 144A  under the Act,  the
Depositors may direct the Trustee to require an Opinion of Counsel  satisfactory
to the Trustee and the  Depositors  that such  transfer may be made without such
registration or qualification,  which Opinion of Counsel shall not be an expense
of the Depositors,  the Trustee or the Servicer.  Neither the Depositors nor the
Trustee is obligated to register or qualify any of the Class R-III  Certificates
under  the 1933  Act or any  other  securities  law or to take  any  action  not
otherwise   required  under  the  Agreement  to  permit  the  transfer  of  such
Certificates without registration or qualification.  Any such  Certificateholder
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trustee,  the Depositors,  the Certificate  Insurer and the 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.  In  connection  with any such
transfer,  the Trustee will also require a representation letter, in the form as
described in the Agreement, stating that the transferee is not an ERISA Plan and
is not acting on behalf of an ERISA Plan or using the assets of an ERISA Plan to
effect such purchase.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is one of the  Class  R-III  Certificates  referred  to in the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                  EXHIBIT B-13

                        [FORM OF CLASS R-IV CERTIFICATE]

THIS  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS X
CERTIFICATES  AS DESCRIBED IN THE POOLING AND  SERVICING  AGREEMENT  REFERRED TO
HEREIN.

THIS  CERTIFICATE  MAY NOT BE HELD BY OR TRANSFERRED TO A DISQUALIFIED  NON-U.S.
PERSON OR A DISQUALIFIED ORGANIZATION OR AGENT THEREOF.

SOLELY FOR U.S.  FEDERAL  INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "RESIDUAL
INTEREST"  IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").

THIS  CERTIFICATE  HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE  "1933  ACT") OR THE  SECURITIES  LAWS OF ANY  STATE.  ANY  RESALE,
TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE  WITHOUT SUCH REGISTRATION OR
QUALIFICATION  MAY BE MADE ONLY IN A  TRANSACTION  WHICH DOES NOT  REQUIRE  SUCH
REGISTRATION OR QUALIFICATION  AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
OR OTHER RETIREMENT  ARRANGEMENT,  INCLUDING INDIVIDUAL  RETIREMENT ACCOUNTS AND
ANNUITIES,  KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS IN
WHICH SUCH PLANS, ACCOUNTS OR ARRANGEMENTS ARE INVESTED,  THAT IS SUBJECT TO THE
FIDUCIARY  RESPONSIBILITY  PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974,  AS AMENDED  ("ERISA") OR SECTION  4975 OF THE CODE (OR  COMPARABLE
PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) (EACH, AN "ERISA PLAN").

ANY RESALE,  TRANSFER OR OTHER  DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED  TRANSFEREE  PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITORS AND
THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION OR AGENT
THEREOF,  (2) NO  PURPOSE  OF SUCH  TRANSFER  IS TO  IMPEDE  THE  ASSESSMENT  OR
COLLECTION  OF  TAX  AND  (3)  SUCH  TRANSFEREE   SATISFIES  CERTAIN  ADDITIONAL
CONDITIONS  RELATING TO THE  FINANCIAL  CONDITION  OF THE  PROPOSED  TRANSFEREE.
NOTWITHSTANDING  THE  REGISTRATION IN THE CERTIFICATE  REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR
A DISQUALIFIED  NON-UNITED STATES PERSON OR AN AGENT THEREOF,  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.
A TRANSFEROR OF THIS CERTIFICATE TO A DISQUALIFIED  ORGANIZATION OR AN AGENT WHO
ACQUIRES  THIS  CERTIFICATE  ON BEHALF  OF A  DISQUALIFIED  ORGANIZATION  MAY BE
SUBJECT TO A  SIGNIFICANT  FEDERAL  INCOME TAX UNLESS IT PROPERLY  RECEIVES  THE
TRANSFER AFFIDAVIT AND AGREEMENT  DESCRIBED IN SECTION 4.02(d) OF THE AGREEMENT.
THIS CERTIFICATE MAY BE A "NON-ECONOMIC RESIDUAL INTEREST," CERTAIN TRANSFERS OF
WHICH MAY BE DISREGARDED  FOR FEDERAL  INCOME TAX PURPOSES.  EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE  SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.


<PAGE>


                      EQCC HOME EQUITY LOAN ASSET BACKED CERTIFICATES

Series 1999-3, Class R-IV                Percentage Interest of this
No. R-IV-__                              Certificate:
                                         _____%

Cut-off Date: August 1, 1999             Closing Date:
                                         August 26, 1999

First Distribution Date:
September 27, 1999

            This  certifies  that  _________________________  is the  registered
owner of the interest (the "PERCENTAGE  INTEREST") evidenced by this Certificate
in certain  distributions  with respect to a Trust Fund consisting  primarily of
two groups of fixed-rate  and one group of  adjustable-rate  mortgage loans (the
"MORTGAGE   LOANS")  master  serviced  by  EquiCredit   Corporation  of  America
(hereinafter   called  the  "SERVICER",   in  its  capacity  as  Servicer,   and
"REPRESENTATIVE",  in its capacity as  Representative,  which terms  include any
successor entity under the Agreement referred to below). The Mortgage Loans were
originated  or acquired by the  Representative  and certain of its  wholly-owned
subsidiaries.  The Mortgage  Loans will be serviced by the Servicer  pursuant to
the terms and conditions of that certain  Pooling and Servicing  Agreement dated
as of  August 1, 1999 (the  "AGREEMENT")  by and among the  Representative,  the
Servicer, EQCC Receivables  Corporation,  EQCC Asset Backed Corporation and U.S.
Bank National Association, as trustee (the "TRUSTEE"),  certain of the pertinent
provisions of which are set forth herein. To the extent not defined herein,  the
capitalized terms used herein have the meanings assigned in the Agreement.  This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement,  to which Agreement the holder of this  Certificate
by virtue of the acceptance hereof assents and by which such holder is bound.

            On each  Distribution  Date,  commencing on September 27, 1999,  the
Trustee  shall  distribute  to the  Person  in whose  name this  Certificate  is
registered  on the last  calendar day of the month  preceding the month in which
such  Distribution  Date  occurs (the  "RECORD  DATE"),  an amount  equal to the
product of the Percentage  Interest evidenced by this Certificate and any amount
required to be distributed to the Holders of the Class R-IV Certificates on such
Remittance Date pursuant to SECTION 6.05 of the Agreement.

            Each Holder of this  Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
Permitted  Transferee,  (ii) the  transfer  of any  Ownership  Interest  in this
Certificate will be conditioned upon the delivery to the Trustee of, among other
things, an affidavit to the effect that it is a Permitted Transferee,  and (iii)
any  attempted  or  purported   transfer  of  any  Ownership  Interest  in  this
Certificate in violation of such  restrictions  will be absolutely null and void
and will vest no rights in the purported transferee.  The Percentage Interest of
this  Certificate  is set  forth  above.  Notwithstanding  the  fact  that  this
Certificate has no principal  balance,  this Certificate will remain outstanding
under the Agreement and the Holder hereof may have additional obligations as set
forth in the Agreement.

            No transfer of any Class R-IV 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.  In the  event  that a  transfer  is to be made
without such  registration or  qualification,  (a) the Trustee shall require the
transferee to execute an investment letter, which investment letter shall not be
an expense of the  Depositors,  the Servicer or the Trustee and (b) in the event
that  such a  transfer  is not made  pursuant  to Rule 144A  under the Act,  the
Depositors may direct the Trustee to require an Opinion of Counsel  satisfactory
to the Trustee and the  Depositors  that such  transfer may be made without such
registration or qualification,  which Opinion of Counsel shall not be an expense
of the Depositors,  the Trustee or the Servicer.  Neither the Depositors nor the
Trustee is obligated  to register or qualify any of the Class R-IV  Certificates
under  the 1933  Act or any  other  securities  law or to take  any  action  not
otherwise   required  under  the  Agreement  to  permit  the  transfer  of  such
Certificates without registration or qualification.  Any such  Certificateholder
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trustee,  the Depositors,  the Certificate  Insurer and the 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.  In  connection  with any such
transfer,  the Trustee will also require a representation letter, in the form as
described in the Agreement, stating that the transferee is not an ERISA Plan and
is not acting on behalf of an ERISA Plan or using the assets of an ERISA Plan to
effect such purchase.

<PAGE>



            IN WITNESS  WHEREOF,  the  Trustee on behalf of the Trust has caused
this Certificate to be duly executed as of the date set forth below.


                                    EQCC HOME EQUITY LOAN TRUST 1999-3

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory

Dated:

                          CERTIFICATE OF AUTHENTICATION

            This  is one of  the  Class  R-IV  Certificates  referred  to in the
within-mentioned Agreement.

                                    By:  U.S. Bank National Association,
                                         as Trustee


                                    By:___________________________________
                                         Authorized Signatory


<PAGE>


                                  Exhibit B-14

                        [FORM OF REVERSE OF CERTIFICATE]

                          [Form of Reverse Certificate]

            Distributions  on this  Certificate  will be made by the  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  as shall  appear  on the  Certificate  Register  without  the
presentation  or  surrender  of this  Certificate  or the making of any notation
thereon, at a bank or other entity having appropriate  facilities  therefor,  if
such Person  shall own of record  Class A  Certificates  of the same Class which
have denominations  aggregating at least $1,000,000 appearing in the Certificate
Register and in all cases with  respect to the Class X , Class R-I,  Class R-II,
Class R-III and Class R-IV Certificates,  and shall have so notified the Trustee
at least five business days prior to the related Record Date, or by check mailed
to the address of such Person appearing in the Certificate Register.

            Upon receiving the final  distribution  hereon, the Holder hereof is
required to send this Certificate to the Trustee.  The Agreement  provides that,
in any event, upon the making of the final distribution due on this Certificate,
this Certificate shall be deemed cancelled for all purposes under the Agreement.

            This  Certificate is one of a duly authorized  issue of Certificates
designated as EQCC Home Equity Loan Asset Backed  Certificates,  Series  1999-3,
Class A-1F,  Class A-2F,  Class A-3F,  Class A-4F, Class A-5F, Class A-6F, Class
A-7F,  Class A-1A,  Class X, Class R-I,  Class R-II,  Class R-III and Class R-IV
(herein  called  the  "CERTIFICATES")  and,  as  set  forth  in  the  Agreement,
representing  interests  in (i) such  Mortgage  Loans  as from  time to time are
subject to the Agreement,  together with the Mortgage Files relating thereto and
all proceeds thereof (other than the  Representative's  Yield), (ii) such assets
as from time to time are  identified  as REO  Property or are  deposited  in the
Collection  Account,  Principal  and Interest  Account  (including  all earnings
thereon and proceeds  thereof),  and  Insurance  Account,  including  amounts on
deposit in the Accounts or the  Principal  and Interest  Account and invested in
Permitted  Instruments,  (iii) the Trustee's rights under all insurance policies
with respect to the Mortgage  Loans  required to be  maintained  pursuant to the
Agreement and any Insurance Proceeds, (iv) the Certificate Insurance Policy, (v)
Liquidation  Proceeds and (vi) Released  Mortgaged Property Proceeds (all of the
foregoing being hereinafter  collectively  called the "TRUST FUND"). The Class X
Certificates are subordinate in right of payment to the Class A Certificates, to
the extent set forth in the Agreement.

            The  Certificates  do not represent an obligation of, or an interest
in, the Servicer, the Representative,  the Depositors or the Trustee and are not
insured  or  guaranteed  by  the  Federal  Deposit  Insurance  Corporation,  the
Government National Mortgage Association,  the Federal Housing Administration or
the Veterans  Administration or any other governmental  agency. The Certificates
are limited in right of payment to certain collections and recoveries respecting
the Mortgage Loans, and amounts withdrawable from the Collection Account, all as
more specifically set forth herein and in the Agreement.

            Ambac  Assurance  Corporation  has  issued  a  certificate  guaranty
insurance  policy with respect to the Class A  Certificates,  a copy of which is
attached as EXHIBIT I to the Agreement.

            As provided in the  Agreement,  deposits  and  withdrawals  from the
Collection  Account and the  Insurance  Account may be made by the Trustee  from
time to time for purposes other than distributions to  Certificateholders,  such
purposes  including  reimbursement of certain expenses  incurred by the Servicer
and investment in Permitted Instruments.

            Subject to certain restrictions, the Agreement permits the amendment
thereof  with  respect  to  certain  modifications  (a) by the  Depositors,  the
Servicer  and the Trustee,  with the prior  written  consent of the  Certificate
Insurer,  without  the  consent  of  the  Certificateholders,  and  (b)  by  the
Depositors,  the  Representative,  the  Servicer,  the  Trustee,  with the prior
written consent of the  Certificate  Insurer,  the Majority in Aggregate  Voting
Interest and the holders of a majority of the  Percentage  Interest in the Class
R-I, Class R-II, Class R-III and Class R-IV Certificates.  The Agreement permits
the  Majority  in  Aggregate   Voting  Interest  to  waive,  on  behalf  of  all
Certificateholders,  any  default  by the  Servicer  in the  performance  of its
obligations under the Agreement and its consequences, except a default in making
any required  distribution  on a Certificate.  Any such consent or waiver by the
Majority in Aggregate  Voting  Interest  shall be conclusive  and binding on the
holder of this  Certificate and upon all future holders of this  Certificate and
of any  Certificate  issued upon the transfer hereof or in exchange hereof or in
lieu  hereof  whether  or not  notation  of  such  consent  is  made  upon  this
Certificate.

            As provided  in the  Agreement  and  subject to certain  limitations
therein  set forth,  the  transfer of this  Certificate  is  registrable  in the
Certificate  Register upon surrender of this  Certificate  for  registration  of
transfer at the offices or agencies  maintained by the Trustee in New York,  New
York or  Chicago,  Illinois  duly  endorsed  by,  or  accompanied  by a  written
instrument of transfer in form  satisfactory  to, the Trustee,  duly executed by
the holder hereof or such  holder's  attorney  duly  authorized in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the  same  aggregate  undivided  Percentage  Interest  will  be  issued  to  the
designated transferee or transferees.

            The  Certificates are issuable only as registered  Certificates.  As
provided in the Agreement and subject to certain  limitations therein set forth,
the  Certificate  is  exchangeable  for a new  Certificate  evidencing  the same
undivided ownership interest, as requested by the holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange,  but the Trustee may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Servicer, the Representative, the Depositors and the Trustee and
any  agent of any of the  foregoing,  may treat  the  person in whose  name this
Certificate is registered as the owner hereof for all purposes,  and none of the
foregoing shall be affected by notice to the contrary.

            The obligations created by the Agreement shall terminate upon notice
to the Trustee of: (i) the later of the  distribution to  Certificateholders  of
the final payment or collection  with respect to the last Mortgage  Loan, or the
disposition  of all  funds  with  respect  to the  last  Mortgage  Loan  and the
remittance  of all funds due under the  Agreement and the payment of all amounts
due and payable to the Certificate Insurer and the Trustee, (ii) the purchase by
the Servicer of all  outstanding  Mortgage  Loans and REO  Properties at a price
determined  as  provided  in the  Agreement  (the  exercise  of the right of the
Servicer to purchase all the Mortgage  Loans and property in respect of Mortgage
Loans will result in early  retirement  of the  Certificates),  the right of the
Servicer to purchase being subject to the Pool Principal Balance of the Mortgage
Loans and REO  Properties  at the time of  purchase  being less than ten percent
(10%) of the Original Pool Principal Balance, (iii) by the mutual consent of the
Servicer,  the Certificate Insurer and all Certificateholders in writing or (iv)
upon the failure of the Trust to qualify as four  separate  REMICs,  pursuant to
SECTION  11.05 of the  Agreement.  By its  acceptance of this  Certificate,  the
Certificateholder  hereby appoints the Servicer as its attorney-in-fact to adopt
a plan of liquidation of the Trust Fund in accordance  with SECTION 11.02 of the
Agreement.

            Unless the certificate of authentication hereon has been executed by
the Trustee by manual  signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

<PAGE>


                                    EXHIBIT C

                          DTC LETTER OF REPRESENTATIONS


<PAGE>


                                    EXHIBIT D

                             MORTGAGE LOAN SCHEDULES



<PAGE>



                              ADJUSTABLE RATE GROUP

<PAGE>



                               FIXED RATE GROUP 1

<PAGE>



                               FIXED RATE GROUP 2

<PAGE>


                                    EXHIBIT E

                      FORM OF TRUSTEE INITIAL CERTIFICATION


                                                                   _______, 199_

[Representative]

[Insurer]

[Servicer]

[Depositors]

     Re:  Pooling  and   Servicing   Agreement   (the   "POOLING  AND  SERVICING
          AGREEMENT"),  EQCC Home Equity Loan Asset Backed Certificates,  Series
          1999-3,  Class A-1F,  Class A-2F,  Class A-3F, Class A-4F, Class A-5F,
          Class A-6F,  Class A-7F,  Class A-1A,  Class X, Class R-I, Class R-II,
          Class  R-III  and  Class  R-IV,  dated  as of  August  1,  1999  among
          EquiCredit  Corporation of America, as Servicer, the DEPOSITORS LISTED
          THEREIN AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Ladies and Gentlemen:

            In  accordance  with  SECTION  2.06  of the  Pooling  and  Servicing
Agreement,  the undersigned,  as Trustee, hereby certifies that, except as noted
on the Master Exception Report dated __, 1999 and made a part hereof,  it or the
Custodian on its behalf has received,  with respect to each Mortgage Loan (other
than  any  Mortgage  Loan  paid in  full  or any  Mortgage  Loan  listed  on the
attachment hereto),  the documents specified in SECTIONS 2.04(A),  (B), (C), (G)
AND (H) of the Pooling and Servicing Agreement, as applicable,  a Mortgage, or a
certified copy thereof, an Assignment of Mortgage,  or a certified copy thereof,
and a Mortgage  Note with respect to each  Mortgage  Loan listed in the Mortgage
Loan  Schedule  and the  documents  contained  therein  appear to bear  original
signatures or copies of originals if the originals have not yet been delivered.

            Neither  the Trustee  nor the  Custodian  on its behalf has made any
independent  examination  of any such documents  beyond the review  specifically
required in the above-referenced  Pooling and Servicing  Agreement.  The Trustee
makes  no  representations  as to:  (i)  the  validity,  legality,  sufficiency,
enforceability or genuineness of any such documents or any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) collectability,  insurability,
effectiveness or suitability of any such Mortgage Loan.

            Capitalized  words and phrases used herein shall have the respective
meanings  assigned  to  them  in  the  above-captioned   Pooling  and  Servicing
Agreement.


                                    U.S. BANK NATIONAL ASSOCIATION


                                    By: _______________________________________
                                        Name:
                                        Title:

<PAGE>


                                   EXHIBIT F-1

                      FORM OF TRUSTEE INTERIM CERTIFICATION


                                                                          , 19__

[Representative]

[Insurer]

[Depositors]

[Servicer]

     Re:  Pooling  and   Servicing   Agreement   (the   "POOLING  AND  SERVICING
          AGREEMENT"),  EQCC Home Equity Loan Asset Backed Certificates,  Series
          1999-3,  Class A-1F,  Class A-2F,  Class A-3F, Class A-4F, Class A-5F,
          Class A-6F,  Class A-7F,  Class A-1A,  Class X, Class R-I, Class R-II,
          Class  R-III  and  Class  R-IV,  dated as of  August  1,  1999,  among
          EquiCredit  Corporation of America, as Servicer, the DEPOSITORS LISTED
          THEREIN AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Ladies and Gentlemen:

            In   accordance   with  the   provisions  of  SECTION  2.06  of  the
above-referenced Pooling and Servicing Agreement,  the undersigned,  as Trustee,
hereby  certifies  that as to each  Mortgage  Loan listed in the  Mortgage  Loan
Schedule  (other than any Mortgage Loan paid in full or any Mortgage Loan listed
on the  attachment  hereto),  it or the Custodian on its behalf has reviewed the
documents  delivered to it or the  Custodian  on its behalf  pursuant to SECTION
2.04 of the Pooling and Servicing Agreement and has determined that (i) all such
documents  are in its  possession  or in the  possession of the Custodian on its
behalf (other than those listed in SECTION  2.04(F)),  (ii) such  documents have
been reviewed by it or the Custodian on its behalf and have not been  mutilated,
damaged,  torn or otherwise physically altered and relate to such Mortgage Loan,
(iii) based on its  examination,  or the  examination  of the  Custodian  on its
behalf, and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule  (other than items (i), (iv) and (x) of the definition of
Mortgage Loan Schedule)  respecting such Mortgage Loan  accurately  reflects the
information  set forth in the Mortgage File and (iv) each Mortgage Note has been
endorsed as provided in SECTION 2.04 of the Pooling and Servicing Agreement.

            Neither  the Trustee  nor the  Custodian  on its behalf has made any
independent  examination  of  such  documents  beyond  the  review  specifically
required in the above-referenced  Pooling and Servicing  Agreement.  The Trustee
makes no  representations as to: (i) the validity,  legality,  enforceability or
genuineness of any such documents contained in each or any of the Mortgage Loans
identified  on  the  Mortgage  Loan  Schedule,   or  (ii)  the   collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

            Capitalized  words and phrases used herein shall have the respective
meanings  assigned  to  them  in  the  above-captioned   Pooling  and  servicing
Agreement.


                                    ___________________________________________,
                                    as Trustee


                                    By: ________________________________________
                                        Name:
                                        Title:

<PAGE>


                                   EXHIBIT F-2

                       FORM OF TRUSTEE FINAL CERTIFICATION


                                                                          , 19__

[Representative]

[Insurer]

[Depositors]

[Servicer]

     Re:  Pooling  and   Servicing   Agreement   (the   "POOLING  AND  SERVICING
          AGREEMENT"),  EQCC Home Equity Loan Asset Backed Certificates,  Series
          1999-3,  Class A-1F,  Class A-2F,  Class A-3F, Class A-4F, Class A-5F,
          Class A-6F,  Class A-7F,  Class A-1A,  Class X, Class R-I, Class R-II,
          Class  R-III  and  Class  R-IV,  dated  as of  August  1,  1999  among
          EquiCredit  Corporation of America, as Servicer, the DEPOSITORS LISTED
          THEREIN AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Ladies and Gentlemen:

            In accordance with SECTION 2.06 of the  above-captioned  Pooling and
Servicing Agreement, the undersigned,  as Trustee, hereby certifies that, except
as noted on the  attachment  hereto,  as to each  Mortgage  Loan  listed  in the
Mortgage Loan  Schedule  (other than any Mortgage Loan paid in full or listed on
the  attachment  hereto) it or to the  Custodian  on its behalf has reviewed the
documents  delivered to it or to the Custodian on its behalf pursuant to SECTION
2.04 of the Pooling and Servicing Agreement and has determined that (i) all such
documents  are in its  possession  or in the  possession of the Custodian on its
behalf (other than those listed in SECTION  2.04(F)),  (ii) such  documents have
been  reviewed by it and have not been  mutilated,  damaged,  torn or  otherwise
physically  altered  and  relate  to such  Mortgage  loan,  (iii)  based  on its
examination,  and only as to the foregoing documents,  the information set forth
in the  Mortgage  Loan  Schedule  (other  than  items  (i),  (iv) and (x) of the
definition of Mortgage Loan Schedule)  respecting  such Mortgage Loan accurately
reflects the information set forth in the Trustee's  Mortgage File and (iv) each
Mortgage  Note has been  endorsed as provided in SECTION 2.04 of the Pooling and
Servicing  Agreement.  Neither the Trustee nor the  Custodian  on its behalf has
made  any   independent   examination  of  such  documents   beyond  the  review
specifically  required in the above-referenced  Pooling and Servicing Agreement.
The  Trustee  makes  no  representations  as to:  (i)  the  validity,  legality,
enforceability or genuineness of any such documents  contained in each or any of
the  Mortgage  Loans  identified  on the  Mortgage  Loan  Schedule,  or (ii) the
collectability,  insurability, effectiveness or suitability of any such Mortgage
Loan.

            Capitalized  words and phrases used herein shall have the respective
meanings  assigned  to  them  in  the  above-captioned   Pooling  and  Servicing
Agreement.


                                    ___________________________________________,
                                    as Trustee


                                    By: ________________________________________
                                        Name:
                                        Title:

<PAGE>


                                    EXHIBIT G

                            LIST OF BANKRUPTCY LOANS


<PAGE>


                                    EXHIBIT H

                           FORM OF DELINQUENCY REPORT

                                  Mortgage Pool

                                                                     % of
                                      Number of      Principal     Aggregate
                                       Accounts       Balance      Principal
                                    -------------- ------------- -------------
Potentially Delinquent                             $                         %
30 Days Delinquent
60 Days Delinquent
90 or More Days
   Delinquent
Rolling 3 Month Average 90 or
More Days Delinquent
Rolling 6 Month Average 90 or

MORE DAYS DELINQUENT
- --------------------
In Foreclosure
In Bankruptcy
   30 Days Delinquent
   60 Days Delinquent
   90 or More Days
   Delinquent
In REO

                               Fixed Rate Group 1

                                                                     % of
                                      Number of      Principal     Aggregate
                                       Accounts       Balance      Principal
                                    -------------- ------------- -------------
Potentially Delinquent                             $                         %
30 Days Delinquent
60 Days Delinquent
90 or More Days
   Delinquent
Rolling 3 Month Average 90 or
More Days Delinquent
Rolling 6 Month Average 90 or

MORE DAYS DELINQUENT
- --------------------
In Foreclosure
In Bankruptcy
   30 Days Delinquent
   60 Days Delinquent                              $                         %
   90 or More Days
   Delinquent
In REO

                               Fixed Rate Group 2

                                                                     % of
                                      Number of      Principal     Aggregate
                                       Accounts       Balance      Principal
                                    -------------- ------------- -------------
Potentially Delinquent                             $                         %
30 Days Delinquent
60 Days Delinquent
90 or More Days
   Delinquent
Rolling 3 Month Average 90 or
More Days Delinquent
Rolling 6 Month Average 90 or

MORE DAYS DELINQUENT
- --------------------
In Foreclosure
In Bankruptcy
   30 Days Delinquent
   60 Days Delinquent
   90 or More Days
   Delinquent
In REO

                              Adjustable Rate Group

                                                                     % of
                                      Number of      Principal     Aggregate
                                       Accounts       Balance      Principal
                                    -------------- ------------- -------------
Potentially Delinquent                             $                         %
30 Days Delinquent
60 Days Delinquent
90 or More Days
   Delinquent
Rolling 3 Month Average 90 or
More Days Delinquent
Rolling 6 Month Average 90 or

MORE DAYS DELINQUENT
- --------------------
In Foreclosure                                     $                         %
In Bankruptcy
   30 Days Delinquent
   60 Days Delinquent
   90 or More Days
   Delinquent
In REO

<PAGE>


                                    EXHIBIT I

                          CERTIFICATE INSURANCE POLICY


<PAGE>


                                    EXHIBIT J

                         FORM OF TRANSFEROR CERTIFICATE

                            __________________, 19__


EQCC Receivables Corporation
EQCC Asset Backed Corporation
[ADDRESS]

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota  55101

     Re:  EQCC Home Equity Loan Asset Backed Certificates,  Series 1999-3, CLASS
          [R-I][R-II][R-III][R-IV]

Ladies and Gentlemen:

            This letter is delivered to you in  connection  with the transfer by
_______________________________  (the  "Seller")  to  __________________________
(the "Purchaser") of a ____% Percentage  Interest of EQCC Home Equity Loan Asset
Backed  Certificates,   Series  1999-3,  Class   [R-I][R-II][R-III][R-IV]   (the
"Certificates"), pursuant to Section 4.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"),  dated as of dated as of August 1, 1999
by and among EquiCredit  Corporation of America, as Representative and Servicer,
the Depositors listed therein ("DEPOSITORS") and U.S. Bank National Association,
as trustee  ("Trustee").  All terms used herein and not otherwise  defined shall
have the meanings set forth in the Pooling and Servicing  Agreement.  The Seller
hereby  certifies,  represents and warrants to, and covenants  with, the Company
and the Trustee that:

            1.  No  purpose  of  the  Seller  relating  to the  transfer  of the
Certificates  by the  Seller  to the  Purchaser  is or  will  be to  impede  the
assessment or collection of any tax.

            2. The Seller  understands  that the  Purchaser has delivered to the
Trustee and the Servicer a transfer affidavit and agreement in the form attached
to the Pooling and Servicing  Agreement as Exhibit M-1. The Seller does not know
or believe that any representation contained therein is false.

            3. The Seller has at the time of the transfer conducted a reasonable
investigation  of the financial  condition of the Purchaser as  contemplated  by
Treasury  Regulations  Section  1.860E-1(c)(4)(i)  and,  as  a  result  of  that
investigation,  the Seller has  determined  that the Purchaser has  historically
paid its debts as they  become  due and has  found no  significant  evidence  to
indicate  that the  Purchaser  will not continue to pay its debts as they become
due in  the  future.  The  Seller  understands  that  the  transfer  of a  Class
[R-I][R-II][R-III][R-IV]  Certificate  may not be  respected  for United  States
income tax purposes  (and the Seller may continue to be liable for United States
income  taxes  associated  therewith)  unless the Seller has  conducted  such an
investigation.

            4. The Seller has no actual  knowledge  that the proposed  Purchaser
(i) is not (x) a United States Person,  (y) is a person other than a U.S. Person
(a "Non-U.S. Person") that holds the Class [R-I][R-II][R-III][R-IV]  Certificate
in connection  with the conduct of a trade or business  within the United States
and has  furnished  the  transferor  and the Trustee with an effective  Internal
Revenue  Service  Form  4224 or  successor  form at the time  and in the  manner
required by the Code or (z) is a Non-U.S.  Person that has delivered to both the
transferor and the Trustee an opinion of a nationally  recognized tax counsel to
the effect that the transfer of the Class  [R-I][R-II][R-III][R-IV]  Certificate
to it is in accordance  with the  requirements  of the Code and the  regulations
promulgated    thereunder    and   that    such    transfer    of   the    Class
[R-I][R-II][R-III][R-IV]  Certificate will not be disregarded for federal income
tax purposes and (ii) is not a Permitted Transferee.

                                    Very truly yours,

                                    ____________________________________________
                                    (Seller)

                                    By:_________________________________________
                                       Name:
                                       Title:


<PAGE>


                                    EXHIBIT K

                               LIST OF ORIGINATORS


                        EquiCredit Corporation of America

                       EquiCredit Corporation/Ala. & Miss.

                        California/EquiCredit Corporation

                          EquiCredit Corporation of In.

                          EquiCredit Corporation of Pa.

                          EquiCredit Corporation of SC


<PAGE>


                                    EXHIBIT L


                                    [RESERVED]


<PAGE>


                                   EXHIBIT M-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

State of ___________    )
                        )  ss.:
County of __________    )

            [NAME OF OFFICER], being first duly sworn, deposes and says:

            1. That he is  [Title of  Officer]  of [Name of  Owner]  (record  or
beneficial owner of the EQCC Home Equity Loan Asset Backed Certificates,  Series
1999-3, Class  [R-I][R-II][R-III][R-IV]  (the "Owner")), a [savings institution]
[corporation]  duly  organized  and  existing  under  the laws of [the  State of
__________________]  [the  United  States],  on  behalf  of which he makes  this
affidavit and agreement.

            2.  That  the  Owner  (i) is not  and  will  not be a  "disqualified
organization" as of [date of transfer] within the meaning of Section  860E(e)(5)
of the  Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  (ii) will
endeavor  to remain  other than a  disqualified  organization  for so long as it
retains   its   ownership   interest   in  the  Class   [R-I][R-II][R-III][R-IV]
Certificates,   and  (iii)  is  acquiring  the  Class   [R-I][R-II][R-III][R-IV]
Certificates  for its own account or for the account of another Owner from which
it has received an affidavit  and  agreement in  substantially  the same form as
this affidavit and agreement.  (For this purpose, a "disqualified  organization"
means the United States, any state or political  subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation,  a majority of whose board of directors is not selected by
any  such  governmental   entity)  or  any  foreign  government,   international
organization  or any agency or  instrumentality  of such foreign  government  or
organization,  any rural electric or telephone cooperative,  or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated  business
taxable income).

            3. That the Owner is aware (i) of the tax that  would be  imposed on
transfers  of  Class   [R-I][R-II][R-III][R-IV]   Certificates  to  disqualified
organizations under the Code; (ii) that such tax would be on the transferor, or,
if such transfer is through an agent (which person includes a broker, nominee or
middleman) for a disqualified organization,  on the agent; (iii) that the person
otherwise  liable for the tax shall be relieved of liability  for the tax if the
transferee  furnishes to such person an affidavit  that the  transferee is not a
disqualified  organization  and, at the time of  transfer,  such person does not
have  actual  knowledge  that the  affidavit  is false;  and (iv) that the Class
[R-I][R-II][R-III][R-IV]  Certificates may be "noneconomic  residual  interests"
within the meaning of Treasury regulations  promulgated pursuant to the Code and
that the  transferor of a noneconomic  residual  interest will remain liable for
any taxes due with respect to the income on such  residual  interest,  unless no
significant  purpose of the transfer was to impede the  assessment or collection
of tax.

            4. That the Owner is aware that the Trustee  will not  register  the
transfer  of  any  Class   [R-I][R-II][R-III][R-IV]   Certificates   unless  the
transferee,  or  the  transferee's  agent,  delivers  to  it  an  affidavit  and
agreement,  among other things, in substantially the same form as this affidavit
and agreement.  The Owner expressly  agrees that it will not consummate any such
transfer if it knows or believes  that any of the  representations  contained in
such affidavit and agreement are false.

            5. That the Owner has  reviewed  the  restrictions  set forth on the
face of the Class  [R-I][R-II][R-III][R-IV]  Certificates  and the provisions of
Section  4.02(d) of the Pooling and  Servicing  Agreement  under which the Class
[R-I][R-II][R-III][R-IV]  Certificates were issued (in particular, clause (6) of
Section  4.02(d)  which  authorize  the Trustee to deliver  payments to a person
other than the Owner in the event the Owner holds such Certificates in violation
of Section  4.02(c)).  The Owner  expressly  agrees to be bound by and to comply
with such restrictions and provisions.

            6.  That  the  Owner  consents  to any  additional  restrictions  or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a  reasonable  arrangement  to ensure  that the  Class  [R-I][R-II][R-III][R-IV]
Certificates will only be owned, directly or indirectly, by an Owner that is not
a disqualified organization.

            7. The Owner's Taxpayer Identification Number is ___________.

            8.  This   affidavit  and  agreement   relates  only  to  the  Class
[R-I][R-II][R-III][R-IV]  Certificates  held by the  Owner  and not to any other
holder of the Class [R-I][R-II][R-III][R-IV] Certificates. The Owner understands
that   the   liabilities   described   herein   relate   only   to   the   Class
[R-I][R-II][R-III][R-IV] Certificates.

            9. That no purpose of the Owner  relating to the  transfer of any of
the Class  [R-I][R-II][R-III][R-IV]  Certificates  by the Owner is or will be to
impede the assessment or collection of any tax.

            10. That the Owner has no present  knowledge or expectation  that it
will be unable to pay any United  States  taxes owed by it so long as any of the
Certificates remain outstanding.  In this regard, the Owner hereby represents to
and  for  the  benefit  of  the  person   from  whom  it   acquired   the  Class
[R-I][R-II][R-III][R-IV]  Certificate  that  the  Owner  intends  to  pay  taxes
associated with holding such Class [R-I][R-II][R-III][R-IV]  Certificate as they
become due, fully  understanding  that it may incur tax liabilities in excess of
any cash flows generated by the Class [R-I][R-II][R-III][R-IV] Certificate.

            11. That the Owner has no present  knowledge or expectation  that it
will become  insolvent or subject to a bankruptcy  proceeding for so long as any
of the Class [R-I][R-II][R-III][R-IV] Certificates remain outstanding.

            12.  That the Owner (i) is a U.S.  Person or (ii) is a person  other
than   a  U.S.   Person   (a   "Non-U.S.   Person")   that   holds   the   Class
[R-I][R-II][R-III][R-IV]Certificate in connection with the conduct of a trade or
business  within the United  States and has  furnished  the  transferor  and the
Trustee with an effective  Internal  Revenue Service Form 4224 or successor form
at the time and in the manner required by the Code or (iii) is a Non-U.S. Person
that has  delivered  to both the  transferor  and the  Trustee  an  opinion of a
nationally  recognized  tax counsel to the effect that the transfer of the Class
[R-I][R-II][R-III][R-IV]   Certificate   to  it  is  in   accordance   with  the
requirements  of the Code and the  regulations  promulgated  thereunder and that
such  transfer  of the Class  [R-I][R-II][R-III][R-IV]  Certificate  will not be
disregarded  for federal income tax purposes.  "U.S.  Person" means a citizen or
resident of the United States, a corporation,  partnership  (unless, in the case
of a  partnership,  Treasury  regulations  are adopted that  provide  otherwise)
created  or  organized  in or under  the laws of the  United  States,  any state
thereof  or  the  District  of  Columbia,  including  an  entity  treated  as  a
corporation  or partnership  for federal income tax purposes,  an estate that is
subject to United States federal income tax regardless of its income, or a trust
if a court within the United States is able to exercise primary supervision over
the  administration  of such trust,  and one or more such U.S.  Persons have the
authority to control all substantial  decisions of such trust (or, to the extent
provided in  applicable  Treasury  regulations,  certain  trusts in existence on
August 20, 1996 which are eligible to be treated as U.S. Persons).

<PAGE>



            IN WITNESS  WHEREOF,  the Owner has  caused  this  instrument  to be
executed on its behalf,  pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached,  attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.

                                    [NAME OF OWNER]

                                    By:_______________________________________
                                       [Name of Officer]
                                       [Title of Officer]
[Corporate Seal]

ATTEST:


[Assistant] Secretary

            Personally  appeared  before me the  above-named  [Name of Officer],
known  or  proved  to me to be  the  same  person  who  executed  the  foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed  the same as his free act and deed and the free act and deed of
the Owner.

            Subscribed  and sworn  before me this ____ day of  ________________,
199__.

                                    ____________________________________________
                                                         NOTARY PUBLIC

                                    COUNTY OF___________________________________
                                    STATE OF____________________________________
                                    My  Commission   expires  the  ____  day  of
                                    _______________, 19__.


<PAGE>


                                   EXHIBIT M-2

                     FORM OF INVESTOR REPRESENTATION LETTER

                               ____________,_____

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota  55101

     Re:  EQCC Home Equity Loan Asset Backed Certificates, Series 1999-3

Ladies and Gentlemen:

            _______________________  (the "Purchaser")  intends to purchase from
____________________  (the "Seller"),  a ____% Percentage  Interest of EQCC Home
Equity    Loan    Asset    Backed    Certificates,    Series    1999-3,    Class
[X][R-I][R-II][R-III][R-IV] (the "Certificates"), issued pursuant to the Pooling
and Servicing  Agreement  (the "Pooling and Servicing  Agreement"),  dated as of
August  1,  1999,  among  U.S.  Bank  National  Association,   as  trustee  (the
"Trustee"),  Equicredit Corporation of America, EQCC Receivables Corporation and
EQCC Asset Backed Corporation  (collectively with EQCC Receivables  Corporation,
the  "Depositors").  All terms used herein and not otherwise  defined shall have
the meanings set forth in the Pooling and  Servicing  Agreement.  The  Purchaser
hereby  certifies,  represents and warrants to, and covenants  with, the Company
and the Trustee that:

            1. The Purchaser understands that (a) the Certificates have not been
      and will not be registered or qualified  under the Securities Act of 1933,
      as amended (the "Act") or any state securities law, (b) the Company is not
      required to so register or qualify the Certificates,  (c) the Certificates
      may be resold only if registered and qualified  pursuant to the provisions
      of the Act or any  state  securities  law,  or if an  exemption  from such
      registration and qualification is available, (d) the Pooling and Servicing
      Agreement contains restrictions regarding the transfer of the Certificates
      and (e) the Certificates will bear a legend to the foregoing effect.

            2. The Purchaser is acquiring the  Certificates  for its own account
      for investment  only and not with a view to or for sale in connection with
      any  distribution  thereof in any manner that would violate the Act or any
      applicable state securities laws.

            3. The Purchaser is (a) a substantial,  sophisticated  institutional
      investor  having such  knowledge and  experience in financial and business
      matters, and, in particular, in such matters related to securities similar
      to the Certificates,  such that it is capable of evaluating the merits and
      risks of  investment  in the  Certificates,  (b) able to bear the economic
      risks of such an investment  and (c) an "accredited  investor"  within the
      meaning of Rule 501(a) promulgated pursuant to the Act.

            4. The Purchaser has been furnished with, and has had an opportunity
      to review a copy of the Private  Placement  Memorandum dated  ___________,
      _____,  relating to the Certificates,  the Pooling and Servicing Agreement
      and such other information concerning the Certificates, the Mortgage Loans
      and the Company as has been requested by the Purchaser from the Company or
      the Seller and is relevant  to the  Purchaser's  decision to purchase  the
      Certificates. The Purchaser has had any questions arising from such review
      answered  by  the  Company  or  the  Seller  to  the  satisfaction  of the
      Purchaser.

            5. The  Purchaser has not and will not nor has it authorized or will
      it  authorize  any  person  to (a)  offer,  pledge,  sell,  dispose  of or
      otherwise transfer any Certificate, any interest in any Certificate or any
      other similar security to any person in any manner,  (b) solicit any offer
      to buy or to  accept  a  pledge,  disposition  of  other  transfer  of any
      Certificate, any interest in any Certificate or any other similar security
      from any person in any manner,  (c) otherwise  approach or negotiate  with
      respect to any  Certificate,  any interest in any Certificate or any other
      similar  security  with any  person in any  manner,  (d) make any  general
      solicitation by means of general advertising or in any other manner or (e)
      take any other  action,  that (as to any of (a) through  (e) above)  would
      constitute a  distribution  of any  Certificate  under the Act, that would
      render the  disposition of any Certificate a violation of Section 5 of the
      Act or any state  securities  law, or that would require  registration  or
      qualification  pursuant thereto.  The Purchaser will not sell or otherwise
      transfer any of the Certificates, except in compliance with the provisions
      of the Pooling and Servicing Agreement.

            [6. For Class X  Certificates]  Either (A) the  Purchaser  is not an
      employee  benefit  plan or other  retirement  arrangement  subject  to the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"),  or
      Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code")
      (collectively,  an "ERISA Plan"), and is not acting on behalf of, as named
      fiduciary of, as trustee of, or investing the assets of an ERISA Plan, (B)
      if the Purchaser is an insurance  company,  all funds used to purchase the
      Class X Certificates  are from an "insurance  company general account" (as
      such term is defined  in  Section  V(e) of  Prohibited  Transaction  Class
      Exemption  95-60 ("PTE  95-60"),  60 Fed.  Reg.  35925 (July 12, 1995) and
      there is no ERISA Plan with  respect  to which the amount of such  general
      account's  reserves  and  liabilities  for the  contract(s)  held by or on
      behalf of such ERISA Plan and all other ERISA Plans maintained by the same
      employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60)
      or by the  same  employee  organization  exceeds  10% of the  total of all
      reserves  and  liabilities  of such  general  account (as such amounts are
      determined  under Section I(a) of PTE 95-60) at the date of acquisition or
      (C) the Purchaser has provided a certification  of facts and an opinion of
      counsel which establish to the satisfaction of the Company and the Trustee
      that such  transfer will not result in a violation of Section 406 of ERISA
      or Section  4975 of the Code or cause the  Servicer  or the  Trustee to be
      deemed a fiduciary  of such ERISA Plan or result in the  imposition  of an
      excise tax under Section 4975 of the Code.

            [6.  For  Class  R-I,  Class  R-II,   Class  R-III  and  Class  R-IV
       Certificates]  The  Purchaser  is not an employee  benefit  plan or other
       retirement arrangement subject to the Employee Retirement Income Security
       Act of 1974,  as  amended  ("ERISA"),  or  Section  4975 of the  Internal
       Revenue Code of 1986, as amended (the "Code"),  (collectively,  an "ERISA
       Plan"), and is not acting on behalf of, as named fiduciary of, as trustee
       of, or investing the assets of an ERISA Plan.

                                    Very truly yours,


                                    By:_______________________________________
                                       Name:
                                       Title:

<PAGE>


                                   EXHIBIT M-3

                    Form of Transferor Representation Letter

                               ___________, 199__

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota  55101

     Re:  EQCC Home Equity Loan Asset Backed Certificates, Series 1999-3

Ladies and Gentlemen:

            In  connection  with the sale by  _____________  (the  "Seller")  to
__________________   (the  "Purchaser")  of  [$___________  initial  Certificate
Principal  Balance][_____%  Percentage  Interest] of EQCC Home Equity Loan Asset
Backed  Certificates,  Series  1999-3,  Class  [X][R-I][R-II][R-III][R-IV]  (the
"Certificates"),  issued  pursuant to the Pooling and Servicing  Agreement  (the
"Pooling and Servicing Agreement"),  dated as of August 1, 1999, among U.S. Bank
National  Association,  as trustee (the  "Trustee"),  Equicredit  Corporation of
America,  EQCC  Receivables   Corporation  and  EQCC  Asset  Backed  Corporation
(collectively,  the  "Company").  The Seller hereby  certifies,  represents  and
warrants to, and covenants with, the Company and the Trustee that:

            Neither the Seller nor anyone  acting on its behalf has (a) offered,
pledged,  sold,  disposed  of or  otherwise  transferred  any  Certificate,  any
interest in any  Certificate or any other similar  security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate,  any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise  approached or
negotiated with respect to any  Certificate,  any interest in any Certificate or
any other  similar  security  with any  person in any  manner,  (d) has made any
general  solicitation by means of general advertising or in any other manner, or
(e) has taken any other action,  that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates  under the Securities Act of 1933,
as amended (the "Act"),  that would render the  disposition of any Certificate a
violation  of Section 5 of the Act or any state  securities  law,  or that would
require registration or qualification  pursuant thereto. The Seller will not act
in  any  manner  set  forth  in  the  foregoing  sentence  with  respect  to any
Certificate.  The Seller has not and will not sell or otherwise  transfer any of
the  Certificates,  except in compliance  with the provisions of the Pooling and
Servicing Agreement.

                                    Very truly yours,

                                    ____________________________________________
                                    (Seller)


                                    By:_________________________________________
                                       Name:
                                       Title:

<PAGE>


                                   EXHIBIT M-4

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:
                              EQCC Home Equity Loan
                            Asset Backed Certificates
                        Series 1999-3, Class ___, No. ___

            The undersigned  Seller,  as registered  holder (the  "Transferor"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

            1. In  connection  with such  transfer  and in  accordance  with the
agreements  pursuant  to  which  the  Rule  144A  Securities  were  issued,  the
Transferor  hereby  certifies the following  facts:  Neither the  Transferor nor
anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A  Securities,  any interest in the Rule 144A Securities
or any other  similar  security  to, or  solicited  any offer to buy or accept a
transfer,  pledge or other disposition of the Rule 144A Securities, or otherwise
approached or negotiated with respect to the Rule 144A Securities,  any interest
in the Rule 144A  Securities or any other similar  security  with, any person in
any manner, or made any general  solicitation by means of general advertising or
in any other  manner,  or taken any  other  action,  which  would  constitute  a
distribution  of the Rule 144A  Securities  under the Securities Act of 1933, as
amended (the "1933 Act"), or which would render the disposition of the Rule 144A
Securities  a  violation  of Section 5 of the 1933 Act or  require  registration
pursuant  thereto,  and that  the  Transferor  has not  offered  the  Rule  144A
Securities   to  any  person   other  than  the  Buyer  or  another   "qualified
institutional buyer" as defined in Rule 144A under the 1933 Act.

            2. The Buyer  warrants and  represents  to, and covenants  with, the
Transferor, the Trustee and the Servicer pursuant to Section 4.02 of the Pooling
and Servicing Agreement as follows:

                  a. The Buyer  understands  that the Rule 144A  Securities have
      not been  registered  under  the 1933  Act or the  securities  laws of any
      state.

                  b. The Buyer  considers  itself a  substantial,  sophisticated
      institutional  investor  having such knowledge and experience in financial
      and business matters that it is capable of evaluating the merits and risks
      of investment in the Rule 144A Securities.

                  c. The Buyer has been furnished with all information regarding
      the Rule 144A Securities  that it has requested from the  Transferor,  the
      Trustee or the Servicer.

                  d.  Neither  the Buyer nor  anyone  acting on its  behalf  has
      offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
      Securities,  any interest in the Rule 144A Securities or any other similar
      security to, or solicited any offer to buy or accept a transfer, pledge or
      other  disposition of the Rule 144A  Securities,  any interest in the Rule
      144A  Securities  or  any  other  similar   security  from,  or  otherwise
      approached or  negotiated  with respect to the Rule 144A  Securities,  any
      interest in the Rule 144A  Securities or any other similar  security with,
      any person in any  manner,  or made any general  solicitation  by means of
      general  advertising  or in any other  manner,  or taken any other action,
      that would constitute a distribution of the Rule 144A Securities under the
      1933 Act or that would render the  disposition of the Rule 144A Securities
      a violation of Section 5 of the 1933 Act or require registration  pursuant
      thereto,  nor will it act, nor has it  authorized or will it authorize any
      person to act, in such manner with respect to the Rule 144A Securities.

                  e. The Buyer is a "qualified institutional buyer" as that term
      is defined  in Rule 144A  under the 1933 Act.  The Buyer is aware that the
      sale to it is being made in reliance on Rule 144A.  The Buyer is acquiring
      the Rule 144A  Securities  for its own  account  or the  account  of other
      qualified institutional buyers, understands that such Rule 144A Securities
      may be resold,  pledged  or  transferred  only (i) to a person  reasonably
      believed to be a qualified  institutional buyer that purchases for its own
      account or for the  account  of a  qualified  institutional  buyer to whom
      notice is given  that the  resale,  pledge or  transfer  is being  made in
      reliance  on Rule  144A,  or  (ii)  pursuant  to  another  exemption  from
      registration under the 1933 Act.

            3. The Buyer  warrants and  represents  to, and covenants  with, the
Transferor,  the  Servicer  and the  Representative  that  the  Buyer  is not an
employee  benefit plan or other retirement  arrangement  subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal  Revenue Code of 1986,  as amended (the "Code")  (collectively,  an
"ERISA Plan"), and is not acting on behalf of, as named fiduciary of, as trustee
of, or investing the assets of an ERISA Plan.

            4. This document may be executed in one or more  counterparts and by
the different  parties hereto on separate  counterparts,  each of which, when so
executed, shall be deemed to be an original; such counterparts,  together, shall
constitute one and the same document.



<PAGE>



            IN WITNESS  WHEREOF,  each of the parties has executed this document
as of the date set forth below.


_________________________________        _________________________________
     Print Name of Transferor                   Print Name of Buyer



By:____________________________________  By:____________________________________
    Name:                                    Name:
    Title:                                   Title:


<PAGE>


                                    EXHIBIT N

                           FORM OF CUSTODIAL AGREEMENT

                                  (See Item 4)


<PAGE>


                                    EXHIBIT O

                           FORM OF LIQUIDATION REPORT


Customer Name:
Account Number:
Original Principal Balance:

1.    Liquidation Proceeds

         Principal Prepayment    $ ________
         Property Sale Proceeds    ________
         Insurance Proceeds        ________
         Other (Itemize)           ________

         Total Proceeds                                           $_______

2.    Servicing Advances         $ ________
         Monthly Advances          ________
         Servicing Fees            ________

         Total Advances                                           $_______

3.    Net Liquidation Proceeds                                    $_______
      (Line 1 minus Line 2)

4.    Principal Balance of the Mortgage                           $_______
      Loan on date of liquidation

5.    Loss, if any                                                $_______
      (Line 4 minus Line 3)


<PAGE>


                                    EXHIBIT P

                  FORM OF PRINCIPAL AND INTEREST ACCOUNT LETTER AGREEMENT


                                                                          (date)


To:   (THE "ACCOUNT DEPOSITORY")
____________________________________
____________________________________


            As "Servicer" under the Pooling and Servicing Agreement, dated as of
August 1, 1999 (the  "AGREEMENT")  with  respect to EQCC Home  Equity Loan Asset
Backed  Certificates,  Series 1999-3,  Class A-1F, Class A-2F, Class A-3F, Class
A-4F,  Class A-5F, Class A-6F, Class A-7F, Class A-1A, Class X, Class R-I, Class
R-II, Class R-III and Class R-IV (collectively,  the "CERTIFICATES"),  we hereby
authorize  and request you to establish an account,  as a Principal and Interest
Account  pursuant to SECTION  5.03 of the  Agreement,  in the name of U.S.  Bank
National  Association  and to be titled  "EQCC Home Equity  Loan  Trust,  Series
1999-3 Principal and Interest Account". The Principal and Interest Account shall
bear an  additional  designation  clearly  indicating  that the funds  deposited
therein  are  held  for  the  Trustee  for the  benefit  of the  holders  of the
Certificates.  All  deposits  in the  account  shall be  subject  to  withdrawal
therefrom  by order  signed by the  Servicer.  You may refuse any deposit  which
would result in violation of the  requirement  that the account be fully insured
as described below. This letter is submitted to you in duplicate. Please execute
and return one original to us.


                                       [SERVICER]



                                       By:____________________________________
                                          Name:
                                          Title:

            The undersigned,  as Account  Depository,  hereby certifies that the
above described account has been established  under Account Number  ___________,
at the office of the depository indicated above, and agrees to honor withdrawals
on such  account as provided  above.  The amounts  deposited  at any time in the
account will be insured to the maximum amount  provided by applicable law by the
Bank  Insurance  Fund or the Savings  Association  Insurance Fund of the Federal
Deposit Insurance Corporation.


                                       (Name of Account Depository)



                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>


                                    EXHIBIT Q

                      FORM OF NOTICE TO CERTIFICATE INSURER


TO:  Ambac Assurance Corporation
     One State Street Plaza
     New York, New York 10004
     Attention:  General Counsel
     Telephone: (212) 668-0340
     Telecopier: (212) 363-1459

RE:  EQCC Home Equity Loan Asset Backed Certificates, Series 1999-3, Class A-1F,
     Class A-2F,  CLASS A-3F, CLASS A-4F, CLASS A-5F, CLASS A-6F, CLASS A-7F AND
     CLASS A-1A

Policy No. __________

Determination Date:

Distribution Date:

We refer to that certain Pooling and Servicing Agreement,  dated as of August 1,
1999, among EquiCredit Corporation of America, the Depositors listed therein and
U.S. Bank National  Association,  as trustee,  relating to EQCC Home Equity Loan
Asset Backed  Certificates,  Series 1999-3,  Class A-1F, Class A-2F, Class A-3F,
Class A-4F,  Class A-5F, Class A-6F, Class A-7F, Class A-1A, Class X, Class R-I,
Class R-II, Class R-III and Class R-IV (the "POOLING AND SERVICING  AGREEMENT");
all  capitalized  terms  not  otherwise  defined  herein  shall  have  the  same
respective meanings as set forth in such Pooling and Servicing Agreement.

[As of the  Determination  Date,  the  Trustee has  determined  that an Event of
Nonpayment  has occurred  under the Pooling and  Servicing  Agreement and hereby
certifies that in respect of the related Distribution Date:

(i)   The amount remitted by the Servicer pursuant to SECTIONS 5.04(I),  6.04(E)
      and 6.08 of the  Pooling  and  Servicing  Agreement  and on deposit in the
      Collection Account is
      $_____________).

(ii)  The Class A Interest Remittance Amount is $__________.

(iii) The amount to be withdrawn  from the  Collection  Account for deposit into
      the Insurance Account or otherwise  pursuant to priority first of SECTIONS
      6.05(D)(I),  605(D)(II)  and  605(D)(III)  of the  Pooling  and  Servicing
      Agreement is $___________.

(iv)  The amount that has been deposited in the  Collection  Account but may not
      be withdrawn  therefrom pursuant to an order of a United States bankruptcy
      court of competent jurisdiction imposing a stay pursuant to Section 362 of
      the United States Bankruptcy Code and would otherwise have constituted all
      or  a  portion   of  the   amount   described   in  item  (ii)   above  is
      $_______________.

(v)   The  excess of (x) the  amount  stated in item (ii)  above plus the amount
      stated in item (iii) above,  over (y) the amount  stated in item (i) above
      less the amount stated in item (iv) above is $_________________.

(vi)  Monthly  installments of principal and interest on the Mortgage Loans that
      were due during the Due Period related to this  Distribution Date and were
      not received prior to this Distribution Date equal $_____________.

(vii) In accordance with the above and the Pooling and Servicing Agreement,  the
      Insured Payment is $_________________.

Accordingly,  pursuant to SECTION 6.05 of the Pooling and  Servicing  Agreement,
this  statement  constitutes  a claim for an  Insured  Payment  in the amount of
$__________ under the Insurance Policy.]

[As of the  Determination  Date,  the  Trustee  has  determined  that an Insured
Payment is due and hereby certifies that in respect of the related  Distribution
Date:


(i)   The aggregate of the Certificate  Balances of each Certificate  Group then
      outstanding  (after  giving effect to principal  distributions  to be made
      pursuant   to   SECTION   6.05(d)   on   such   Distribution    Date)   is
      $_________________.

(ii)  The aggregate Principal Balance  of the Mortgage Loans then outstanding is
      $_______________.

(iii) The excess of the amount  stated in item (i) above over the amount  stated
      in item (ii) above is $_________________.

(iv)  In accordance with the above and the Pooling and Servicing Agreement,  the
      Insured Payment is $_________________.

Accordingly,  pursuant to SECTION 6.05 of the Pooling and  Servicing  Agreement,
this  statement  constitutes  a claim for an  Insured  Payment  in the amount of
$__________ under the Insurance Policy.]

[As of the  Determination  Date,  the  Trustee  has  determined  that an Insured
Payment is due and hereby certifies that in respect of the related  Distribution
Date:


(i)   _______________ is the Final Scheduled  Distribution  Date for the Class__
      Certificates.

(ii)  The  Certificate  Balance  of the Class ___  Certificates,  to the  extent
      unpaid as of the date  stated in item (i) above  (after  giving  effect to
      principal  distributions  to  be  made  on  such  Distribution  Date),  is
      $___________________.

(iii) In accordance with the above and the Pooling and Servicing Agreement,  the
      Insured Payment is $_________________.

Accordingly,  pursuant to SECTION 6.05 of the Pooling and  Servicing  Agreement,
this  statement  constitutes  a claim for an  Insured  Payment  in the amount of
$__________ under the Insurance Policy.]

[As of the  Determination  Date,  the  Trustee  has  determined  that an Insured
Payment is due and hereby certifies that in respect of the related  Distribution
Date:


(i)   _______________ is the date fixed for termination of the Trust pursuant to
      SECTION 11.01 of the Pooling and Servicing Agreement.

(ii)  The aggregate  Certificate Balances of each Class of Class A Certificates,
      to the extent unpaid as of the date stated in item (i) above (after giving
      effect to principal  distributions to be made on such Distribution  Date),
      is
      $___________________.

(iii) In accordance with the above and the Pooling and Servicing Agreement,  the
      Insured Payment is $_________________.

Accordingly,  pursuant to SECTION 6.05 of the Pooling and  Servicing  Agreement,
this  statement  constitutes  a claim for an  Insured  Payment  in the amount of
$__________ under the Insurance Policy.]

[As of the  Determination  Date,  the Trustee has  determined  that a Preference
Amount  exists under the Pooling and Servicing  Agreement  and hereby  certifies
that in respect of the related Distribution Date:


(i)   The amounts previously distributed to the Class A Certificateholders  that
      is  recoverable  as a voidable  preference in  bankruptcy  pursuant to the
      United States  Bankruptcy  Code in accordance  with a final  nonappealable
      order of a court having competent jurisdiction is $_________________.

(ii)  In accordance with the above and the Pooling and Servicing Agreement,  the
      Insured Payment is $_________________.

Accordingly,  pursuant to SECTION 6.05 of the Pooling and  Servicing  Agreement,
this  statement  constitutes  a claim for an  Insured  Payment  in the amount of
$__________ under the Insurance Policy.

Attached  hereto is a certified copy of the court order  requiring the return of
the preference payment.]

ANY PERSON WHO  KNOWINGLY  AND WITH INTENT TO DEFRAUD ANY  INSURANCE  COMPANY OR
OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING
ANY  MATERIALLY  FALSE  INFORMATION,  OR CONCEALS FOR THE PURPOSE OF MISLEADING,
INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE
ACT,  WHICH IS A CRIME,  AND SHALL  ALSO BE SUBJECT  TO A CIVIL  PENALTY  NOT TO
EXCEED FIVE THOUSAND  ($5,000.00)  DOLLARS AND THE STATED VALUE OF THE CLAIM FOR
EACH SUCH VIOLATION.

The amount claimed should be paid as follows:

                        _____________________________
                        _____________________________
                        ___________, as Trustee

                        By: _________________________
                        Name:________________________
                        Title:_______________________
                        Telephone #:_________________

For Ambac Assurance Corporation Use Only

                        Wire Transfer Sent On:

                        By:___________________________
                        Confirmation Number:


<PAGE>


                                    EXHIBIT R

                    MONTHLY INFORMATION DELIVERED BY SERVICER


1.    With respect to the Mortgage Pool and each Mortgage Loan Group, the number
      and  Principal  Balances of all  Mortgage  Loans which were the subject of
      Principal Prepayments during the related Due Period.

2.    With respect to the Mortgage Pool and each Mortgage Loan Group, the amount
      of all Curtailments which were received during the related Due Period.

3.    With  respect to the  Mortgage  Pool and each  Mortgage  Loan  Group,  the
      aggregate  amount of principal  portion of all Monthly  Payments  received
      during the related Due Period.

4.    With respect to the Mortgage Pool and each Mortgage Loan Group, the amount
      of interest received on the Mortgage Loans during the related Due Period.

5.    With  respect to the  Mortgage  Pool and each  Mortgage  Loan  Group,  the
      aggregate  amount of the Advances made and recovered  with respect to such
      Distribution Date.

6.    With  respect to the  Mortgage  Pool and each  Mortgage  Loan  Group,  the
      delinquency  and  foreclosure  information  set forth in  EXHIBIT H to the
      Pooling and  Servicing  Agreement  and the amount of Mortgage  Loan Losses
      during the related Due Period.

7.    With  respect to the  Mortgage  Pool and each  Mortgage  Loan  Group,  the
      weighted average maturity, the weighted average Mortgage Interest Rate and
      the weighted average Net Mortgage  Interest Rate as of the last day of the
      Due Period preceding of the related Accrual Period.

8.    The Servicing  Fees paid and Servicing Fees accrued during the related Due
      Period.

9.    The amount of all payments or  reimbursements  to the Servicer pursuant to
      SECTION 5.04 (II),  (IV), (V), (VI) AND (VII) paid or to be paid since the
      prior  Distribution Date (or in the case of the first  Distribution  Date,
      since the Closing Date).

10.   The Pool  Principal  Balance  and  aggregate  Principal  Balance  for each
      Mortgage Loan Group.

11.   Such other information as the Certificate Insurer,  each Account Party and
      the Certificateholders may reasonably require.

12.   The amounts which are reimbursable to the Servicer,  the Representative or
      the Depositors, as appropriate, pursuant to SECTION 6.05.

13.   With respect to the Mortgage Pool and each Mortgage Loan Group, the number
      of  Mortgage  Loans  outstanding  at the  beginning  and at the end of the
      related Due Period.

14.   The aggregate  interest  accrued on the Mortgage Loans at their respective
      Mortgage Interest Rates for the related Due Period.

15.   The amount deposited in the Collection  Account which may not be withdrawn
      therefrom  pursuant  to an Order of a United  States  Bankruptcy  Court of
      competent  jurisdiction  imposing a stay  pursuant  to Section 362 of U.S.
      Bankruptcy Code.

16.   The  Principal  Balance of Mortgage  Loans in Fixed Rate Group 1 and Fixed
      Rate  Group 2 with  Mortgage  Interest  Rates  less than [ ]% and [ ]% per
      annum, respectively.

17.   The aggregate Mortgage Loan Losses since the Cut-off Date as of the end of
      the related Due Period.

18.   The  Fixed  Rate   Interest   Carryover  for  each  Class  of  Fixed  Rate
      Certificates  and the Class A-1A LIBOR  Interest  Carryover,  if any, with
      respect to such Distribution Date.

19.   The Overcollateralized Amount, the Overcollateralization Target Amount and
      any Overcollateralization Deficiency Amount for each Certificate Group, in
      each case after giving effect to distributions on such Distribution Date.

<PAGE>


                                    EXHIBIT S

                            LIST OF DELINQUENT LOANS


<PAGE>


                                    EXHIBIT T

                      SCHEDULE OF MORTGAGE LOANS SUBJECT TO
                    THE HOME OWNERSHIP AND EQUITY PROTECTION ACT OF 1994

NOTICE:  EACH  MORTGAGE LOAN LISTED ON THIS MORTGAGE LOAN SCHEDULE IS SUBJECT TO
SPECIAL RULES UNDER THE FEDERAL TRUTH IN LENDING ACT. PURCHASERS OR ASSIGNEES OF
A MORTGAGE LOAN LISTED ON THIS  MORTGAGE  LOAN SCHEDULE  COULD BE LIABLE FOR ALL
CLAIMS  AND  DEFENSES  WITH  RESPECT  TO SUCH  MORTGAGE  LOAN  THAT THE  RELATED
MORTGAGOR COULD ASSERT AGAINST THE ORIGINAL LENDER.


<PAGE>


                                    EXHIBIT U

                     LOST NOTE AND/OR MORTGAGE/DEED OF TRUST AFFIDAVIT

State of ____________________                           Account #_______________
County of ___________________


                                     TO WIT:



Comes the affiant, _____________________________________________ (Name/Title) of
_________________________________________________________________________, after
being duly sworn by me, ___________________________________________________, and
in my presence, a Notary Public in and for the county and state aforesaid states
that ___________________________________________________________________________
is the Noteholder or lien creditor,  under a certain Mortgage/Deed of Trust from
___________________________________  to   _____________________________________,
dated  _______________________ and recorded in the Clerk's Office of the Circuit
Court of the County of  ____________________,  State of  ____________________ in
Deed Book No.  _________________  at Page  _____________,  as Instrument  Number
__________________ to secure $ _______________, and that said _____________ Note
__________ Mortgage evidencing the debt has been inadvertently lost or destroyed
and cannot be produced.


                                       [ENTITY]



                                       By:____________________________________
                                          Name:
                                          Title:

State of ____________________
County of ___________________

The foregoing  instrument  was  acknowledged  before me this  __________  day of
________________, 19__ By________________________________________.



                                    __________________________________________
                                    Notary Public




<PAGE>


                                    EXHIBIT V

                     SCHEDULE OF MORTGAGE LOANS THAT DO NOT
                          HAVE TITLE INSURANCE POLICIES



        NO MORTGAGE LOANS WITHOUT TITLE INSURANCE AS OF THE CLOSING DATE




<PAGE>





                                    EXHIBIT Y


                                   REO RESALES







                                                     AMBAC ASSURANCE CORPORATION
                                                      c/o CT Corporation Systems
                                                          44 East Mifflin Street
                                                        Madison, Wisconsin 53703
                                                          Administrative Office:
                                                          One State Street Plaza
                                                        New York, New York 10004
                                                      Telephone:  (212) 668-0340


SURETY BOND



ISSUER:  EQCC Home Equity Loan Trust 1999-3              POLICY NUMBER: AB0285BE

INSURED OBLIGATIONS:  $1,000,000,000
aggregate  principal amount of EQCC
Home Equity Loan Asset Backed
Certificates,  Series 1999-3, Class A
(the "Certificates")


TRUSTEE: U.S. Bank National Association

Ambac Assurance Corporation  ("Ambac"), a Wisconsin stock insurance corporation,
in  consideration  of its receipt of the Deposit Premium and the Monthly Premium
and  subject  to the  terms of this  Surety  Bond,  hereby  unconditionally  and
irrevocably agrees to pay each Insured Payment to the Trustee named above or its
successor, as trustee for the Certificateholders, to the extent set forth in the
Pooling and Servicing  Agreement,  dated as of August 1, 1999, by and among EQCC
Receivables  Corporation  and EQCC  Asset  Backed  Corporation,  as  Depositors,
EquiCredit  Corporation of America, as Representative and Servicer and U.S. Bank
National Association, as Trustee (the "Pooling and Servicing Agreement").

Ambac will make Insured Payments (other than Preference  Amounts) out of its own
funds by 12:00 noon (New York City time) in immediately  available  funds to the
Trustee on the later of (i) the  Business  Day next  following  the day on which
Ambac shall have  received  Notice  that an Insured  Payment is due and (ii) the
Payment Date on which the Insured Payment is distributable to Certificateholders
pursuant  to  the  Pooling  and  Servicing   Agreement,   for   disbursement  to
Certificateholders  in the same  manner as other  payments  with  respect to the
Certificates  are required to be made. Any Notice  received by Ambac after 12:00
noon  New York  City  time on a given  Business  Day or on any day that is not a
Business  Day  shall  be  deemed  to have  been  received  by  Ambac on the next
succeeding Business Day.

Ambac shall make Insured  Payments which are  Preference  Amounts out of its own
funds by 12:00 noon (New York City time) in immediately  available  funds to the
Trustee on the later of (a) the  Business  Day next  following  the day on which
Ambac shall have received (i) a certified copy of a final,  non-appealable order
of a court or other body exercising  jurisdiction in such insolvency  proceeding
to the effect  that the  Trustee or the  Certificateholder,  as  applicable,  is
required  to return such  Preference  Amount paid during the term of this Surety
Bond because such payments were avoided as a preferential  transfer or otherwise
rescinded or required to be restored by the Trustee or the Certificateholder, as
applicable (the "Order"), (ii) a certificate by or on behalf of the Trustee that
the Order has been entered and is not subject to any stay,  (iii) an assignment,
in form and substance  satisfactory to Ambac, duly executed and delivered by the
Trustee,  irrevocably assigning to Ambac all rights and claims of the Trustee or
the Certificateholder,  as applicable,  relating to or arising under the Pooling
and  Servicing  Agreement  against  the  estate  of the  bankruptcy  trustee  or
otherwise with respect to such Preference Amount and (iv) a Notice appropriately
completed  and  executed by the  Trustee,  and (b) the date due  pursuant to the
Order.   Such  payment  shall  be  disbursed  to  the   receiver,   conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, and not to the
Trustee or the Certificateholder, as applicable, directly, unless the Trustee or
the  Certificateholder,  as  applicable,  has made a payment  of the  Preference
Amount  to the  court or such  receiver,  conservator,  debtor-in-possession  or
trustee  in  bankruptcy  named in the  Order,  in which  case Ambac will pay the
Trustee on behalf of the Certificateholders,  subject to the delivery of (a) the
items  referred to in clauses (i),  (ii),  (iii) and (iv) above to Ambac and (b)
evidence  satisfactory  to Ambac  that  payment  has been made to such  court or
receiver,  conservator,  debtor-in-possession  or trustee in bankruptcy named in
the Order.

Upon  such  payment,  Ambac  shall  be fully  subrogated  to the  rights  of the
Certificateholders  to receive the amount so paid. Ambac's obligations hereunder
with  respect to each  Payment  Date  shall be  discharged  to the extent  funds
consisting  of the Insured  Payment are received by the Trustee on behalf of the
Certificateholders for distribution to such  Certificateholders,  as provided in
the Pooling and Servicing  Agreement  and herein,  whether or not such funds are
properly  applied by the  Trustee.  This Surety Bond is  non-cancelable  for any
reason,  including nonpayment of any premium. The premium on this Surety Bond is
not refundable for any reason,  including the payment of the Certificates  prior
to their  respective  maturities.  This Surety Bond shall  expire and  terminate
without any action on the part of Ambac or any other  Person on the date that is
one year and one day  following  the date on which the  Certificates  shall have
been paid in full.

The "Deposit  Premium" shall be due and payable on the date hereof,  as provided
in a letter agreement of even date herewith among Ambac and the Depositors,  and
a monthly  premium  shall be due and  payable as  provided  in the  Pooling  and
Servicing Agreement.

This Surety Bond is subject to and shall be governed by the laws of the State of
New York.  The insurance  provided by this Surety Bond is not covered by the New
York Property/Casualty  Insurance Security Fund (New York Insurance Law, Article
76).

Capitalized terms used and not defined herein shall have respective meanings set
forth in the Pooling and Servicing  Agreement.  "Notice" means written notice in
the form of Exhibit Q to the Pooling and  Servicing  Agreement by  registered or
certified mail or telephonic or telegraphic  notice,  subsequently  confirmed by
written notice  delivered via telecopy,  telex or hand delivery from the Trustee
to Ambac  specifying  the  information  set forth  therein.  "Certificateholder"
means, as to a particular  Certificate,  the person,  other than the Trust,  the
Servicer,  any  Subservicer or the  Representative  or any Depositor who, on the
applicable  Payment Date,  is entitled  under the terms of such  Certificate  to
payment thereof.  "Preference  Amount" means any payment of Insured Amounts on a
Certificate which has become due and which is made to a Certificateholder  by or
on behalf of the  Trustee  which has been  deemed a  preferential  transfer  and
theretofore  recovered  from the  Certificateholder  or Trustee  pursuant to the
United States Bankruptcy Code in accordance with a final, nonappealable order of
a court of competent jurisdiction.

In the event that payments under any Certificate are accelerated, nothing herein
contained  shall  obligate Ambac to make any payment of principal or interest on
such Certificates on an accelerated  basis,  unless such acceleration of payment
by Ambac is at the sole option of Ambac.

IN WITNESS  WHEREOF,  Ambac has caused this Surety Bond to be signed by its duly
authorized  officer to become  effective and binding upon Ambac by virtue of the
countersignature of its duly authorized representative.



- ----------------------------------        --------------------------------------
Assistant Secretary                       First Vice President
Effective Date:  August 26, 1999








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