Share Pledge Agreement

Form of Subsequent Pledge Agreement

This SUBSEQUENT PLEDGE AGREEMENT, dated as of , 1999 (the "Subsequent Transfer Date"), is entered into by and between , as issuer (the "Trust"), and , as indenture trustee (the "Indenture Trustee").

W I T N E S S E T H:

Reference is hereby made to that certain Indenture, dated as of December 1, 1999 (the "Indenture"), by and between the Trust and the Indenture Trustee.

Pursuant to the Indenture, the Trust agreed to pledge, and the Indenture Trustee agreed to accept, from time to time, a security interest in Subsequent Mortgage Loans (as defined below). The Indenture provides that each such pledge of Subsequent Mortgage Loans be evidenced by the execution and delivery of a Subsequent Pledge Agreement such as this Subsequent Pledge Agreement.

The assets pledged to the Indenture Trustee pursuant to this Subsequent Pledge Agreement consist of (a) the Subsequent Mortgage Loans in Pool I, Pool II and Pool III listed in the Mortgage Loan Schedule attached hereto (including property that secures a Subsequent Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Collateral Agent, on behalf of the Indenture Trustee, including all payments of principal received, collected or otherwise recovered after the Subsequent Cut-Off Date for each Subsequent Mortgage Loan, all payments of interest accruing on each Subsequent Mortgage Loan after the Subsequent Cut-Off Date therefor whenever received and all other proceeds received in respect of such Subsequent Mortgage Loans, (b) the Insurance Policies relating to the Subsequent Mortgage Loans, and (c) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards.

The "Subsequent Mortgage Loans" are those listed on the Schedule of Mortgage Loans attached hereto. The Aggregate Principal Balance of such subsequent Mortgage Loans as of the Subsequent Cut-Off Date is $ in Pool I, $ for Pool II and $ in Pool III.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. For the purposes of this Subsequent Pledge Agreement, capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to such terms in Appendix I to the Indenture.

Section 2. Pledge. In consideration of the receipt of $ (such amount being approximately 100% of the Aggregate Principal Balance of the Subsequent Mortgage Loans) from the Indenture Trustee, the Trust hereby pledges to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, without recourse, all of the Trust's right, title and interest in, to, and under the Subsequent Mortgage Loans and related assets described above, whether now existing or hereafter arising.

In connection with such pledge, the Originators and the Unaffiliated Seller shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement with respect to each Subsequent Mortgage Loan.

In connection with such pledge, the Servicer shall make a Special Advance of $ as set forth in Section 5.18(b) of the Sale and Servicing Agreement.

Section 3. Representations and Warranties Concerning the Subsequent Mortgage Loans. With respect to each Subsequent Mortgage Loan, the Trust hereby assigns each of the representations and warranties made by the Originators and the Unaffiliated Seller in Section 3 of the Subsequent Transfer Agreement, for the benefit of the Indenture Trustee, the Note Insurer and the Noteholders, on which the Indenture Trustee relies in accepting the pledge of the Subsequent Mortgage Loans and the Note Insurer relies in connection with the Note Insurance Policy. Such representations and warranties speak as of the Subsequent Transfer Date unless otherwise indicated, and shall survive each pledge, assignment, transfer and conveyance of the respective Subsequent Mortgage Loans to the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer.

Section 4. Repurchase of Subsequent Mortgage Loans. Upon discovery by any of the Depositor, the Unaffiliated Seller, an Originator, the Indenture Trustee, the Servicer (on behalf of the Trust), the Note Insurer or any Noteholder of a breach of any of the representations and warranties made by the Originators and the Unaffiliated Seller pursuant to Section 3.03 of the Unaffiliated Seller's Agreement or Section 3 of any Subsequent Transfer Agreement, the party discovering such breach shall give prompt written notice to such other Person; provided, that the Indenture Trustee shall have no duty to inquire or to investigate the breach of any such representations and warranties. The Originators and the Unaffiliated Seller will be obligated to repurchase a Subsequent Mortgage Loan which breaches a representation or warranty in accordance with the provisions of Section 4.02 of the Sale and Servicing Agreement or to indemnify as described in Section 3.05(g) of the Unaffiliated Seller's Agreement. Such repurchase and indemnification obligation of the Originators and the Unaffiliated Seller shall constitute the sole remedy against the Originators and the Unaffiliated Seller, and the Trust for such breach available to the Servicer, the Trust, the Owner Trustee, the Indenture Trustee, the Depositor, the Note Insurer and the Noteholders.

Section 5. Amendment. This Subsequent Pledge Agreement may be amended from time to time by the Trust and the Indenture Trustee only with the prior written consent of the Note Insurer (or, in the event of a Note Insurer Default, the Majority Holders).

Section 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS SUBSEQUENT PLEDGE AGREEMENT AND ANY AMENDMENT HEREOF PURSUANT TO SECTION 5 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSEQUENT PLEDGE AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM THEREIN.

Section 7. Counterparts. This Subsequent Pledge Agreement may be executed in counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which shall constitute one and the same instrument.

Section 8. Binding Effect; Third-Party Beneficiaries. This Subsequent Pledge Agreement will inure to the benefit of and be binding upon the parties hereto, the Note Insurer, the Noteholders, and their respective successors and permitted assigns.

Section 9. Headings. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 10. Exhibits. The exhibits attached hereto and referred to herein shall constitute a part of this Subsequent Pledge Agreement and are incorporated into this Subsequent Pledge Agreement for all purposes.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Trust and the Indenture Trustee have caused this Subsequent Pledge Agreement to be duly executed by their respective officers as of the day and year first above written.

[Signature Page to Subsequent Pledge Agreement]