Unassociated Document


    

       

      Exhibit
        4.2

       

       

      
        

        

      

       

       

      [DEPOSITOR]

       

      as
        Depositor

       

      and

       

      [NAME
        OF
        OWNER TRUSTEE],

       

      as
        Owner
        Trustee

       

      ___________________________

       

      TRUST
        AGREEMENT

       

      Dated
        as
        of ________________

       

      ___________________________

       

       

      $_________
        Mortgage-Backed Certificates,

      SERIES
        200_-__

       

       

       

      
        

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        Table
          of Contents

      

       

      
        	
                Section

              	
              	
                Page

              


      

      

        
          	
                  ARTICLE
                    I

                
	 	 	 
	
                  DEFINITIONS

                
	 	 	 
	
                  Section
                    1.01.

                	
                  Definitions

                	
                  1

                
	
                  Section
                    1.02.

                	
                  Other
                    Definitional Provisions.

                	
                  1

                
	 	 	 
	
                  ARTICLE
                    II

                
	 	 	 
	
                  ORGANIZATION

                
	 	 	 
	
                  Section
                    2.01.

                	
                  Name

                	
                  3

                
	
                  Section
                    2.02.

                	
                  Office

                	
                  3

                
	
                  Section
                    2.03.

                	
                  Purposes
                    and Powers

                	
                  3

                
	
                  Section
                    2.04.

                	
                  Appointment
                    of Owner Trustee

                	
                  3

                
	
                  Section
                    2.05.

                	
                  Initial
                    Capital Contribution of Owner Trust Estate

                	
                  4

                
	
                  Section
                    2.06.

                	
                  Declaration
                    of Trust

                	
                  4

                
	
                  Section
                    2.07.

                	
                  Liability
                    of the Holder of the Certificates

                	
                  4

                
	
                  Section
                    2.08.

                	
                  Title
                    to Trust Property

                	
                  4

                
	
                  Section
                    2.09.

                	
                  Situs
                    of Trust

                	
                  5

                
	
                  Section
                    2.10.

                	
                  Representations
                    and Warranties of the Depositor

                	
                  5

                
	
                  Section
                    2.11.

                	
                  Payment
                    of Trust Fees

                	
                  6

                
	 
	
                  ARTICLE
                    III

                   

                  CONVEYANCE
                    OF THE MORTGAGE COLLATERAL; CERTIFICATES

                
	 
	
                  Section
                    3.01.

                	
                  Conveyance
                    of the Mortgage Collateral

                	
                  7

                
	
                  Section
                    3.02.

                	
                  Initial
                    Ownership

                	
                  7

                
	
                  Section
                    3.03.

                	
                  The
                    Certificates

                	
                  7

                
	
                  Section
                    3.04.

                	
                  Authentication
                    of Certificates

                	
                  7

                
	
                  Section
                    3.05.

                	
                  Registration
                    of and Limitations on Transfer and Exchange of
                    Certificates

                	
                  8

                
	
                  Section
                    3.06.

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates

                	
                  9

                
	
                  Section
                    3.07.

                	
                  Persons
                    Deemed Certificateholders

                	
                  10

                
	
                  Section
                    3.08.

                	
                  Access
                    to List of Certificateholders’ Names and Addresses

                	
                  10

                
	
                  Section
                    3.09.

                	
                  Maintenance
                    of Office or Agency

                	
                  10

                
	
                  Section
                    3.10.

                	
                  Certificate
                    Paying Agent

                	
                  10

                
	
                  Section
                    3.11.

                	
                  [Ownership

                	
                  12]

                
	 


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    IV

                   

                  AUTHORITY
                    AND DUTIES OF OWNER TRUSTEE

                
	 
	
                  Section
                    4.01.

                	
                  General
                    Authority

                	
                  13

                
	
                  Section
                    4.02.

                	
                  General
                    Duties

                	
                  13

                
	
                  Section
                    4.03.

                	
                  Action
                    Upon Instruction

                	
                  13

                
	
                  Section
                    4.04.

                	
                  No
                    Duties Except as Specified under Specified Documents or in


                	 
	 	
                  Instructions

                	
                  14

                
	
                  Section
                    4.05.

                	
                  Restrictions

                	
                  14

                
	
                  Section
                    4.06.

                	
                  Prior
                    Notice to Certificateholders with Respect to Certain
                    Matters

                	
                  14

                
	
                  Section
                    4.07.

                	
                  Action
                    by Certificateholders with Respect to Certain Matters

                	
                  15

                
	
                  Section
                    4.08.

                	
                  Action
                    by Certificateholders with Respect to Bankruptcy

                	
                  15

                
	
                  Section
                    4.09.

                	
                  Restrictions
                    on Certificateholders’ Power

                	
                  15

                
	
                  Section
                    4.10.

                	
                  Majority
                    Control

                	
                  15

                
	 
	
                  ARTICLE
                    V

                   

                  APPLICATION
                    OF TRUST FUNDS

                
	 
	
                  Section
                    5.01.

                	
                  Distributions

                	
                  17

                
	
                  Section
                    5.02.

                	
                  Method
                    of Payment

                	
                  17

                
	
                  Section
                    5.03.

                	
                  Signature
                    on Returns

                	
                  17

                
	
                  Section
                    5.04.

                	
                  Statements
                    to Certificateholders

                	
                  18

                
	
                  Section
                    5.05.

                	
                  Tax
                    Reporting; Tax Elections

                	
                  18

                
	 
	
                  ARTICLE
                    VI

                   

                  CONCERNING
                    THE OWNER TRUSTEE

                
	 
	
                  Section
                    6.01.

                	
                  Acceptance
                    of Trusts and Duties

                	
                  19

                
	
                  Section
                    6.02.

                	
                  Furnishing
                    of Documents

                	
                  20

                
	
                  Section
                    6.03.

                	
                  Representations
                    and Warranties

                	
                  20

                
	
                  Section
                    6.04.

                	
                  Reliance;
                    Advice of Counsel

                	
                  21

                
	
                  Section
                    6.05.

                	
                  Not
                    Acting in Individual Capacity

                	
                  21

                
	
                  Section
                    6.06.

                	
                  Owner
                    Trustee Not Liable for Certificates or Related Documents

                	
                  21

                
	
                  Section
                    6.07.

                	
                  Owner
                    Trustee May Own Certificates and Notes

                	
                  22

                
	 


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    VII

                   

                  COMPENSATION
                    OF OWNER TRUSTEE

                
	 
	
                  Section
                    7.01.

                	
                  Owner
                    Trustee’s Fees and Expenses

                	
                  23

                
	
                  Section
                    7.02.

                	
                  Indemnification

                	
                  23

                
	 
	
                  ARTICLE
                    VIII

                  TERMINATION
                    OF TRUST AGREEMENT

                
	 
	
                  Section
                    8.01.

                	
                  Termination
                    of Trust Agreement

                	
                  25

                
	
                  Section
                    8.02.

                	
                  Dissolution
                    upon Bankruptcy of the Holder of the Designated 

                	 
	 	
                  Certificate

                	
                  26

                
	 
	
                  ARTICLE
                    IX

                   

                  SUCCESSOR
                    OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                
	 
	
                  Section
                    9.01.

                	
                  Eligibility
                    Requirements for Owner Trustee

                	
                  27

                
	
                  Section
                    9.02.

                	
                  Replacement
                    of Owner Trustee

                	
                  27

                
	
                  Section
                    9.03.

                	
                  Successor
                    Owner Trustee

                	
                  28

                
	
                  Section
                    9.04.

                	
                  Merger
                    or Consolidation of Owner Trustee

                	
                  28

                
	
                  Section
                    9.05.

                	
                  Appointment
                    of Co-trustee or Separate Trustee

                	
                  28

                
	 
	
                  ARTICLE
                    X

                   

                  MISCELLANEOUS

                
	 
	
                  Section
                    10.01.

                	
                  Amendments

                	
                  30

                
	
                  Section
                    10.02.

                	
                  No
                    Legal Title to Owner Trust Estate

                	
                  31

                
	
                  Section
                    10.03.

                	
                  Limitations
                    on Rights of Others

                	
                  31

                
	
                  Section
                    10.04.

                	
                  Notices

                	
                  31

                
	
                  Section
                    10.05.

                	
                  Severability

                	
                  32

                
	
                  Section
                    10.06.

                	
                  Separate
                    Counterparts

                	
                  32

                
	
                  Section
                    10.07.

                	
                  Successors
                    and Assigns

                	
                  32

                
	
                  Section
                    10.08.

                	
                  No
                    Petition

                	
                  32

                
	
                  Section
                    10.09.

                	
                  No
                    Recourse

                	
                  32

                
	
                  Section
                    10.10.

                	
                  Headings

                	
                  33

                
	
                  Section
                    10.11.

                	
                  Governing
                    Law

                	
                  33

                
	
                  Section
                    10.12.

                	
                  Integration

                	
                  33

                
	 	 	 


        
 


      
        
          	
                  EXHIBIT

                	 
	 	 
	
                  Exhibit
                    A - Form of Certificate

                	
                  A-1

                
	
                  Exhibit
                    B - Certificate of Trust of [NAME OF TRUST]

                	
                  B-1

                
	
                  Exhibit
                    C - Form of Certificate of Non-Foreign Status

                	
                  C-1

                
	
                  Exhibit
                    D - Form of Investment Letter

                	
                  D-1

                
	
                  Exhibit
                    E - Form of Investment Letter for Certificates

                	
                  E-1

                


        

      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      This
        Trust Agreement, dated as of ________________ (as amended from time to time,
        this “Trust Agreement”), between [Depositor], a Delaware corporation, as
        Depositor (the “Depositor”) and ______________________, a Delaware
        ___________________, as Owner Trustee (the “Owner Trustee”),

       


      WITNESSETH
        THAT:

       

      In
        consideration of the mutual agreements herein contained, the Depositor and
        the
        Owner Trustee agree as follows:

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01. Definitions.
        For all
        purposes of this Trust Agreement, except as otherwise expressly provided
        herein
        or unless the context otherwise requires, capitalized terms not otherwise
        defined herein shall have the meanings assigned to such terms in the Indenture.
        All other capitalized terms used herein shall have the meanings specified
        herein.

       

      Section
        1.02. Other
        Definitional Provisions.

       

      (a) All
        terms
        defined in this Trust Agreement shall have the defined meanings when used
        in any
        certificate or other document made or delivered pursuant hereto unless otherwise
        defined therein.

       

      (b) As
        used
        in this Trust Agreement and in any certificate or other document made or
        delivered pursuant hereto or thereto, accounting terms not defined in this
        Trust
        Agreement or in any such certificate or other document, and accounting terms
        partly defined in this Trust Agreement or in any such certificate or other
        document to the extent not defined, shall have the respective meanings given
        to
        them under generally accepted accounting principles. To the extent that the
        definitions of accounting terms in this Trust Agreement or in any such
        certificate or other document are inconsistent with the meanings of such
        terms
        under generally accepted accounting principles, the definitions contained
        in
        this Trust Agreement or in any such certificate or other document shall
        control.

       

      (c) The
        words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
        Trust Agreement shall refer to this Trust Agreement as a whole and not to
        any
        particular provision of this Trust Agreement; Section and Exhibit references
        contained in this Trust Agreement are references to Sections and Exhibits
        in or
        to this Trust Agreement unless otherwise specified; and the term “including”
shall mean “including without limitation”.

       

      (d) The
        definitions contained in this Trust Agreement are applicable to the singular
        as
        well as the plural forms of such terms and to the masculine as well as to
        the
        feminine and neuter genders of such terms.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (e) Any
        agreement, instrument or statute defined or referred to herein or in any
        instrument or certificate delivered in connection herewith means such agreement,
        instrument or statute as from time to time amended, modified or supplemented
        and
        includes (in the case of agreements or instruments) references to all
        attachments thereto and instruments incorporated therein; references to a
        Person
        are also to its permitted successors and assigns.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      ARTICLE
        II


       

      ORGANIZATION

       

      Section
        2.01. Name.
        The
        trust created hereby (the “Trust”) shall be known as “[NAME OF TRUST] Series
        200_-_,” in which name the Owner Trustee may conduct the business of the Trust,
        make and execute contracts and other instruments on behalf of the Trust and
        sue
        and be sued.

       

      Section
        2.02. Office.
        The
        office of the Trust shall be in care of the Owner Trustee at the Corporate
        Trust
        Office or at such other address in Delaware as the Owner Trustee may designate
        by written notice to the Certificateholders and the Depositor.

       

      Section
        2.03. Purposes
        and Powers.
        The
        purpose of the Trust is to engage in the following activities:

       

      (i) to
        issue
        the Notes pursuant to the Indenture and the Certificates pursuant to this
        Trust
        Agreement and to sell the Notes and the Certificates;

       

      (ii) to
        pay
        the organizational, start-up and transactional expenses of the
        Trust;

       

      (iii) to
        assign, grant, transfer, pledge and convey the Mortgage Collateral pursuant
        to
        the Indenture and to hold, manage and distribute to the Certificateholders
        pursuant to Section 5.01 any portion of the Mortgage Collateral released
        from
        the Lien of, and remitted to the Trust pursuant to the Indenture;

       

      (iv) to
        enter
        into and perform its obligations under the Basic Documents to which it is
        to be
        a party;

       

      (v) to
        engage
        in those activities, including entering into agreements, that are necessary,
        suitable or convenient to accomplish the foregoing or are incidental thereto
        or
        connected therewith, including, without limitation, to accept additional
        contributions of equity that are not subject to the Lien of the Indenture;
        and

       

      (vi) subject
        to compliance with the Basic Documents, to engage in such other activities
        as
        may be required in connection with conservation of the Owner Trust Estate
        and
        the making of distributions to the Certificateholders and the
        Noteholders.

       

      The
        Trust
        is hereby authorized to engage in the foregoing activities. The Trust shall
        not
        engage in any activity other than in connection with the foregoing or other
        than
        as required or authorized by the terms of this Trust Agreement or the Basic
        Documents [while any Note is outstanding] [without the consent of __% of
        the
        Certificateholders].

       

      Section
        2.04. Appointment
        of Owner Trustee.
        The
        Depositor hereby appoints the Owner Trustee as trustee of the Trust effective
        as
        of the date hereof, to have all the rights, powers and duties set forth
        herein.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      Section
        2.05. Initial
        Capital Contribution of Owner Trust Estate.
        The
        Depositor hereby sells, assigns, transfers, conveys and sets over to the
        Trust,
        as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges
        receipt in trust from the Depositor, as of the date hereof, of the foregoing
        contribution, which shall constitute the initial corpus of the Trust and
        shall
        be deposited in the Certificate Distribution Account. The Owner Trustee also
        acknowledges on behalf of the trust receipt of the Mortgage Collateral and
        a
        Surety Bond assigned to the Trust pursuant to Section 3.01, which shall
        constitute the Owner Trust Estate.

       

      Section
        2.06. Declaration
        of Trust.
        The
        Owner Trustee hereby declares that it shall hold the Owner Trust Estate in
        trust
        upon and subject to the conditions set forth herein for the use and benefit
        of
        the Certificateholders, subject to the obligations of the Trust under the
        Basic
        Documents. It is the intention of the parties hereto that the Trust constitute
        a
        statutory trust under the Statutory Trust Statute and that this Trust Agreement
        constitute the governing instrument of such statutory trust. It is the intention
        of the parties hereto that, for income and franchise tax purposes, the Trust
        shall be treated as a corporation, with the assets of the corporation being
        the
        Owner Trust Estate, the [equity interest in the corporation] being the
        Certificates and the Notes being debt of the corporation and the provisions
        of
        this Agreement shall be interpreted to further this intention. Except as
        otherwise provided in this Trust Agreement, the rights of the Certificateholders
        will be those of [equity owners of the Trust] formed under the Delaware
        [corporation law]. The parties agree that, unless otherwise required by
        appropriate tax authorities, the Trust will file or cause to be filed annual
        or
        other necessary returns, reports and other forms consistent with the
        characterization of the Trust [as a corporation] for such tax purposes.
        Effective as of the date hereof, the Owner Trustee shall have all rights,
        powers
        and duties set forth herein and in the Statutory Trust Statute with respect
        to
        accomplishing the purposes of the Trust.

       

      Section
        2.07. Liability
        of the Holder of the Certificates.
        a) The
        Holders of the Certificates shall be liable directly to and shall indemnify
        any
        injured party for all losses, claims, damages, liabilities and expenses of
        the
        Trust (including Expenses, to the extent not paid out of the Owner Trust
        Estate)
        to the extent that the Holders of the Certificates would be liable if the
        Trust
        were a corporation under [Delaware corporate law]; provided, however, that
        the
        Holders of the Certificates shall not be liable for payments required to
        be made
        on the Notes or the Certificates, or for any losses incurred by a
        Certificateholder in the capacity of an investor in the Certificates or a
        Noteholder in the capacity of an investor in the Notes. The Holders of the
        Certificates shall be liable for any entity level taxes imposed on the Trust.
        In
        addition, any third party creditors of the Trust, including the Credit Enhancer
        (other than in connection with the obligations described in the preceding
        sentence for which the Holders of the Certificates shall not be liable) shall
        be
        deemed third party beneficiaries of this paragraph. The obligations of the
        Holders of the Certificates under this paragraph shall be evidenced by the
        Certificates.

       

      (b) Subject
        to subsection (a) above, the Certificateholders shall be entitled to the
        same
        limitation of personal liability extended to stockholders of private
        corporations for profit organized under the General Corporation Law of the
        State
        of Delaware.

       

      Section
        2.08. Title
        to Trust Property.
        Legal
        title to the Owner Trust Estate shall be vested at all times in the Trust
        as a
        separate legal entity except where applicable law in any jurisdiction requires
        title to any part of the Owner Trust Estate to be vested in a trustee or
        trustees, in which case title shall be deemed to be vested in the Owner Trustee,
        a co-trustee and/or a separate trustee, as the case may be.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Section
        2.09. Situs
        of Trust.
        The
        Trust will be located and administered in the State of Delaware. All bank
        accounts maintained by the Owner Trustee on behalf of the Trust shall be
        located
        in the State of Delaware or the State of ________. The Trust shall not have
        any
        employees in any state other than Delaware; provided, however, that nothing
        herein shall restrict or prohibit the Owner Trustee from having employees
        within
        or without the State of Delaware or taking actions outside the State of Delaware
        in order to comply with Section 2.03. Payments will be received by the Trust
        only in Delaware, New York or ________, and payments will be made by the
        Trust
        only from Delaware, New York or ________. The only office of the Trust will
        be
        at the Corporate Trust Office in Delaware.

       

      Section
        2.10. Representations
        and Warranties of the Depositor.
        The
        Depositor hereby represents and warrants to the Owner Trustee that:

       

      (i) The
        Depositor is duly organized and validly existing as a corporation in good
        standing under the laws of the State of Delaware, with power and authority
        to
        own its properties and to conduct its business as such properties are currently
        owned and such business is presently conducted.

       

      (ii) The
        Depositor is duly qualified to do business as a foreign corporation in good
        standing and has obtained all necessary licenses and approvals in all
        jurisdictions in which the ownership or lease of its property or the conduct
        of
        its business shall require such qualifications and in which the failure to
        so
        qualify would have a material adverse effect on the business, properties,
        assets
        or condition (financial or other) of the Depositor.

       

      (iii) The
        Depositor has the power and authority to execute and deliver this Trust
        Agreement and to carry out its terms; the Depositor has full power and authority
        to sell and assign the property to be sold and assigned to and deposited
        with
        the Trust as part of the Trust and the Depositor has duly authorized such
        sale
        and assignment and deposit to the Trust by all necessary corporate action;
        and
        the execution, delivery and performance of this Trust Agreement have been
        duly
        authorized by the Depositor by all necessary corporate action.

       

      (iv) The
        consummation of the transactions contemplated by this Trust Agreement and
        the
        fulfillment of the terms hereof do not conflict with, result in any breach
        of
        any of the terms and provisions of, or constitute (with or without notice
        or
        lapse of time) a default under, the articles of incorporation or bylaws of
        the
        Depositor, or any indenture, agreement or other instrument to which the
        Depositor is a party or by which it is bound; nor result in the creation
        or
        imposition of any Lien upon any of its properties pursuant to the terms of
        any
        such indenture, agreement or other instrument (other than pursuant to the
        Basic
        Documents); nor violate any law or, to the best of the Depositor’s knowledge,
        any order, rule or regulation applicable to the Depositor of any court or
        of any
        federal or state regulatory body, administrative agency or other governmental
        instrumentality having jurisdiction over the Depositor or its
        properties.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Section
        2.11. Payment
        of Trust Fees.
        The
        Owner Trustee shall cause the Administrator (i) to pay the Trust’s fees and
        expenses incurred with respect to the performance of the Trust’s duties under
        the Indenture from amounts received pursuant to Section 3.05(x) under the
        Indenture and (ii) to notify the Certificate Paying Agent of such fees and
        expenses incurred thereunder.

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      ARTICLE
        III


       

      CONVEYANCE
        OF THE MORTGAGE COLLATERAL;

      CERTIFICATES

       

      Section
        3.01. Conveyance
        of the Mortgage Collateral.
        The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, convey, sell and assign to the Trust, on behalf of the Holders
        of the
        Notes and the Certificates and the Credit Enhancer, without recourse, all
        its
        right, title and interest in and to the Mortgage Collateral. The Depositor
        will
        also provide the Trust with a Surety Bond.

       

      The
        parties hereto intend that the transaction set forth herein be a sale by
        the
        Depositor to the Trust of all of its right, title and interest in and to
        the
        Mortgage Collateral. In the event that the transaction set forth herein is
        not
        deemed to be a sale, the Depositor hereby grants to the Trust a security
        interest in all of its right, title and interest in, to and under the Owner
        Trust Estate, all distributions thereon and all proceeds thereof; and this
        Trust
        Agreement shall constitute a security agreement under applicable
        law.

       

      Section
        3.02. Initial
        Ownership.
        Upon
        the formation of the Trust by the contribution by the Depositor pursuant
        to
        Section 2.05 and until the conveyance of the Mortgage Collateral pursuant
        to
        Section 3.01 and the issuance of the Certificates, the Depositor shall be
        the
        sole Certificateholder.

       

      Section
        3.03. The
        Certificates.
        The
        Certificates shall be issued in minimum denominations of $[250,000] and in
        integral multiples of $10,000 in excess thereof; except for one Certificate
        that
        may not be in an integral multiple of $10,000; provided, however, that the
        Designated Certificate issued pursuant to Section 3.11 may be issued in the
        amount of $_________. The Certificates shall be executed on behalf of the
        Trust
        by manual or facsimile signature of an authorized officer of the Owner Trustee
        and authenticated in the manner provided in Section 3.04. Certificates bearing
        the manual or facsimile signatures of individuals who were, at the time when
        such signatures shall have been affixed, authorized to sign on behalf of
        the
        Trust, shall be validly issued and entitled to the benefit of this Trust
        Agreement, notwithstanding that such individuals or any of them shall have
        ceased to be so authorized prior to the authentication and delivery of such
        Certificates or did not hold such offices at the date of authentication and
        delivery of such Certificates. A Person shall become a Certificateholder
        and
        shall be entitled to the rights and subject to the obligations of a
        Certificateholder hereunder upon such Person’s acceptance of a Certificate duly
        registered in such Person’s name, pursuant to Section 3.05.

       

      A
        transferee of a Certificate shall become a Certificateholder and shall be
        entitled to the rights and subject to the obligations of a Certificateholder
        hereunder upon such transferee’s acceptance of a Certificate duly registered in
        such transferee’s name pursuant to and upon satisfaction of the conditions set
        forth in Section 3.05.

       

      Section
        3.04. Authentication
        of Certificates.
        Concurrently with the acquisition of the Mortgage Collateral by the Trust,
        the
        Owner Trustee shall cause the Certificates in an aggregate principal amount
        equal to the Initial Principal Balance of the Certificates to be executed
        on
        behalf of the Trust, authenticated and delivered to or upon the written order
        of
        the Depositor, signed by its chairman of the board, its president or any
        vice
        president, without further corporate action by the Depositor, in authorized
        denominations. No Certificate shall entitle its holder to any benefit under
        this
        Trust Agreement or be valid for any purpose unless there shall appear on
        such
        Certificate a certificate of authentication substantially in the form set
        forth
        in Exhibit A, executed by the Owner Trustee or ____________________, by manual
        signature; such authentication shall constitute conclusive evidence that
        such
        Certificate shall have been duly authenticated and delivered hereunder. All
        Certificates shall be dated the date of their authentication.

       


      
        
          
          

        

        
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      Section
        3.05. Registration
        of and Limitations on Transfer and Exchange of Certificates.
        The
        Certificate Registrar shall keep or cause to be kept, at the office or agency
        maintained pursuant to Section 3.09, a Certificate Register in which, subject
        to
        such reasonable regulations as it may prescribe, the [Owner Trustee] shall
        provide for the registration of Certificates and of transfers and exchanges
        of
        Certificates as herein provided. _____________________________ shall be the
        initial Certificate Registrar. If the Certificate Registrar resigns or is
        removed, the Owner Trustee shall appoint a successor Certificate
        Registrar.

       

      Subject
        to satisfaction of the conditions set forth below and to the provisions of
        Section 3.11 with respect to the Designated Certificate, upon surrender for
        registration of transfer of any Certificate at the office or agency maintained
        pursuant to Section 3.09, the Owner Trustee shall execute, authenticate and
        deliver (or shall cause __________________________________ as its authenticating
        agent to authenticate and deliver) in the name of the designated transferee
        or
        transferees, one or more new Certificates in authorized denominations of
        a like
        aggregate amount dated the date of authentication by the Owner Trustee or
        any
        authenticating agent. At the option of a Holder, Certificates may be exchanged
        for other Certificates of authorized denominations of a like aggregate amount
        upon surrender of the Certificates to be exchanged at the office or agency
        maintained pursuant to Section 3.09.

       

      Every
        Certificate presented or surrendered for registration of transfer or exchange
        shall be accompanied by a written instrument of transfer in form satisfactory
        to
        the Certificate Registrar duly executed by the Holder or such Holder’s attorney
        duly authorized in writing. Each Certificate surrendered for registration
        of
        transfer or exchange shall be cancelled and subsequently disposed of by the
        Certificate Registrar in accordance with its customary practice.

       

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

       

      No
        Person
        shall become a Certificateholder until it shall establish its non-foreign
        status
        by submitting to the Certificate Paying Agent an IRS Form W-9 and the
        Certificate of Non-Foreign Status set forth in Exhibit C hereto.

       


      
        
          
          

        

        
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      No
        transfer of a Certificate shall be made unless such transfer is exempt from
        the
        registration requirements of the Securities Act and any applicable state
        securities laws or is made in accordance with said Act and laws. In the event
        of
        any such transfer, the Certificate Registrar or the Depositor shall prior
        to
        such transfer require the transferee to execute (i) (a) an investment letter
        (in
        substantially the form attached hereto as Exhibit D) in form and substance
        reasonably satisfactory to the Certificate Registrar and the Depositor
        certifying to the Trust, the Owner Trustee, the Certificate Registrar and
        the
        Depositor that such transferee is a “qualified institutional buyer” under Rule
        144A under the Securities Act, or (b) solely with respect to the Designated
        Certificate, an investment letter (in substantially the form attached hereto
        as
        Exhibit E), acceptable to and in form and substance reasonably satisfactory
        to
        the Certificate Registrar and the Depositor, which investment letters shall
        not
        be an expense of the Trust, the Owner Trustee, the Certificate Registrar,
        the
        Servicer or the Depositor and (ii) the Certificate of Non-Foreign Status
        (in
        substantially the form attached hereto as Exhibit C) acceptable to and in
        form
        and substance reasonably satisfactory to the Certificate Registrar and the
        Depositor, which certificate shall not be an expense of the Trust, the Owner
        Trustee, the Certificate Registrar or the Depositor. The Holder of a Certificate
        desiring to effect such transfer shall, and does hereby agree to, indemnify
        the
        Trust, the Owner Trustee, the Certificate Registrar, the Servicer and the
        Depositor against any liability that may result if the transfer is not so
        exempt
        or is not made in accordance with such federal and state laws.

       

      No
        transfer of a Certificate shall be made unless the Certificate Registrar
        shall
        have received either (i) a representation letter from the proposed transferee
        of
        such Certificate to the effect that such proposed transferee is not an employee
        benefit plan subject to the fiduciary responsibility provisions of ERISA,
        or
        Section 4975 of the Code, or a Person acting on behalf of any such plan or
        using
        the assets of any such plan, which representation letter shall not be an
        expense
        of the Trust, Owner Trustee, the Certificate Registrar, the Servicer or the
        Depositor or (ii) in the case of any such certificate presented for registration
        in the name of an employee benefit plan subject to the fiduciary responsibility
        provisions of ERISA, or Section 4975 of the Code (or comparable provisions
        of
        any subsequent enactments), or a trustee of any such plan, or any other Person
        who is using the assets of any such plan to effect such acquisition, an Opinion
        of Counsel, in form and substance reasonably satisfactory to, and addressed
        and
        delivered to, the Trust, the Certificate Registrar and the Depositor, to
        the
        effect that the purchase or holding of such Certificate will not result in
        the
        assets of the Owner Trust Estate being deemed to be “plan assets” and subject to
        the fiduciary responsibility provisions of ERISA or the prohibited transaction
        provisions of the Code, will not constitute or result in a prohibited
        transaction within the meaning of Section 406 or Section 407 of ERISA or
        Section
        4975 of the Code, and will not subject the Trust, the Owner Trustee, the
        Certificate Registrar or the Depositor to any obligation or liability (including
        obligations or liabilities under ERISA or Section 4975 of the Code) in addition
        to those explicitly undertaken in this Trust Agreement which Opinion of Counsel
        shall not be an expense of the Trust, the Owner Trustee, the Certificate
        Registrar or Depositor.

       

      Section
        3.06. Mutilated,
        Destroyed, Lost or Stolen Certificates.
        If (a)
        any mutilated Certificate shall be surrendered to the Certificate Registrar,
        or
        if the Certificate Registrar shall receive evidence to its satisfaction of
        the
        destruction, loss or theft of any Certificate and (b) there shall be delivered
        to the Certificate Registrar and the Owner Trustee such security or indemnity
        as
        may be required by them to save each of them harmless, then in the absence
        of
        notice to the Certificate Registrar or the Owner Trustee that such Certificate
        has been acquired by a bona fide purchaser, the Owner Trustee shall execute
        on
        behalf of the Trust and the Owner Trustee or ________________, as the Trust’s
        authenticating agent, shall 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 denomination. In connection with the issuance of any new
        Certificate under this Section 3.06, the Owner Trustee or the Certificate
        Registrar may require the payment of a sum sufficient to cover any tax or
        other
        governmental charge that may be imposed in connection therewith. Any duplicate
        Certificate issued pursuant to this Section 3.06 shall constitute conclusive
        evidence of ownership in the Trust, as if originally issued, whether or not
        the
        lost, stolen or destroyed Certificate shall be found at any time.

       


      
        
          
          

        

        
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      Section
        3.07. Persons
        Deemed Certificateholders.
        Prior
        to due presentation of a Certificate for registration of transfer, the Owner
        Trustee, the Certificate Registrar or any Certificate Paying Agent may treat
        the
        Person in whose name any Certificate is registered in the Certificate Register
        as the owner of such Certificate for the purpose of receiving distributions
        pursuant to Section 5.02 and for all other purposes whatsoever, and none
        of the
        Trust, the Owner Trustee, the Certificate Registrar or any Paying Agent shall
        be
        bound by any notice to the contrary.

       

      Section
        3.08. Access
        to List of Certificateholders’ Names and Addresses.
        The
        Certificate Registrar shall furnish or cause to be furnished to the Depositor
        or
        the Owner Trustee, within 15 days after receipt by the Certificate Registrar
        of
        a written request therefor from the Depositor or the Owner Trustee, a list,
        in
        such form as the Depositor or the Owner Trustee, as the case may be, may
        reasonably require, of the names and addresses of the Certificateholders
        as of
        the most recent Record Date. Each Holder, by receiving and holding a
        Certificate, shall be deemed to have agreed not to hold any of the Trust,
        the
        Depositor, the Holder of the Designated Certificate, the Certificate Registrar
        or the Owner Trustee accountable by reason of the disclosure of its name
        and
        address, regardless of the source from which such information was
        derived.

       

      Section
        3.09. Maintenance
        of Office or Agency.
        The
        Owner Trustee on behalf of the Trust, shall maintain in the Borough of
        Manhattan, The City of New York, an office or offices or agency or agencies
        where Certificates may be surrendered for registration of transfer or exchange
        and where notices and demands to or upon the Owner Trustee in respect of
        the
        Certificates and the Basic Documents may be served. The Owner Trustee initially
        designates the Corporate Trust Office of the Owner Trustee as its office
        for
        such purposes. The Owner Trustee shall give prompt written notice to the
        Depositor, the Holder of the Designated Certificate and the Certificateholders
        of any change in the location of the Certificate Register or any such office
        or
        agency.

       

      Section
        3.10. Certificate
        Paying Agent.
        b) The
        Certificate Paying Agent shall make distributions to Certificateholders from
        the
        Certificate Distribution Account on behalf of the Trust in accordance with
        the
        provisions of the Certificates and Section 5.01 hereof from payments remitted
        to
        the Certificate Paying Agent by the Indenture Trustee pursuant to Section
        3.05
        of the Indenture. The Trust hereby appoints __________________ as Certificate
        Paying Agent and _________________ hereby accepts such appointment and further
        agrees that it will be bound by the provisions of this Trust Agreement relating
        to the Certificate Paying Agent and shall:

       


      
        
          
          

        

        
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      (i) hold
        all
        sums held by it for the payment of amounts due with respect to the Certificates
        in trust for the benefit of the Persons entitled thereto until such sums
        shall
        be paid to such Persons or otherwise disposed of as herein
        provided;

       

      (ii) give
        the
        Owner Trustee notice of any default by the Trust of which it has actual
        knowledge in the making of any payment required to be made with respect to
        the
        Certificates;

       

      (iii) at
        any
        time during the continuance of any such default, upon the written request
        of the
        Owner Trustee forthwith pay to the Owner Trustee on behalf of the Trust all
        sums
        so held in Trust by such Certificate Paying Agent;

       

      (iv) immediately
        resign as Certificate Paying Agent and forthwith pay to the Owner Trustee
        on
        behalf of the Trust all sums held by it in trust for the payment of Certificates
        if at any time it ceases to meet the standards required to be met by the
        Certificate Paying Agent at the time of its appointment;

       

      (v) comply
        with all requirements of the Code with respect to the withholding from any
        payments made by it on any Certificates of any applicable withholding taxes
        imposed thereon and with respect to any applicable reporting requirements
        in
        connection therewith; and

       

      (vi) deliver
        to the Owner Trustee a copy of the report to Certificateholders prepared
        with
        respect to each Payment Date by the Servicer pursuant to Section 4.01 of
        the
        Servicing Agreement.

       

      (b) On
        the
        second LIBOR Business Day immediately preceding (i) the Closing Date in the
        case
        of the first Interest Period and (ii) the first day of each succeeding Interest
        Period, the Certificate Paying Agent shall determine LIBOR and the Certificate
        Rate for such Interest Period and shall inform the Servicer and the Depositor
        at
        their respective facsimile numbers given to the Certificate Paying Agent
        in
        writing thereof.

       

      (c) The
        Trust
        may revoke such power and remove the Certificate Paying Agent if the
        Administrator determines in its sole discretion that the Certificate Paying
        Agent shall have failed to perform its obligations under this Trust Agreement
        in
        any material respect. __________________ shall be permitted to resign as
        Certificate Paying Agent upon 30 days written notice to the Owner Trustee;
        provided ________________ is also resigning as Paying Agent under the Indenture
        at such time. In the event that ___________________ shall no longer be the
        Certificate Paying Agent under this Trust Agreement and Paying Agent under
        the
        Indenture, the Administrator shall appoint a successor to act as Certificate
        Paying Agent (which shall be a bank or trust company) and which shall also
        be
        the successor Paying Agent under the Indenture. The Administrator shall cause
        such successor Certificate Paying Agent or any additional Certificate Paying
        Agent appointed by the Administrator to execute and deliver to the Owner
        Trustee
        an instrument to the effect set forth in this Section 3.10 as it relates
        to the
        Certificate Paying Agent. The Certificate Paying Agent shall return all
        unclaimed funds to the Trust and upon removal of a Certificate Paying Agent
        such
        Certificate Paying Agent shall also return all funds in its possession to
        the
        Trust. The provisions of Sections 6.01, 6.03, 6.04 and 7.01 shall apply to
        the
        Certificate Paying Agent to the extent applicable. Any reference in this
        Agreement to the Certificate Paying Agent shall include any co-paying agent
        unless the context requires otherwise.

       


      
        
          
          

        

        
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      (d) The
        Certificate Paying Agent shall establish and maintain with itself a trust
        account (the “Certificate Distribution Account”) in which the Certificate Paying
        Agent shall, deposit, on the same day as it is received from the Indenture
        Trustee, each remittance received by the Certificate Paying Agent with respect
        to payments made pursuant to the Indenture. The Certificate Paying Agent
        shall
        make all distributions of principal of and interest on the Certificates,
        from
        moneys on deposit in the Certificate Distribution Account.

       

      Section
        3.11. [Ownership.
        The
        Certificates shall, for income and franchise tax purposes, be treated as
        the
        equity interest of the Trust. The Certificates shall not be transferred unless
        (a) the transferee shall be an Affiliate of the Seller, unless the prior
        written
        consent of the Credit Enhancer is obtained, which will not be unreasonably
        withheld, (b) the applicable provisions of Section 3.05 are satisfied, (c)
        the
        Certificate Registrar receives an Opinion of Counsel to the effect that the
        transfer of the Certificates shall not cause the Trust to be subject to an
        entity level tax and (d) the Rating Agencies shall consent to such
        transfer.]

       


      
        
          
          

        

        
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      ARTICLE
        IV


       

      AUTHORITY
        AND DUTIES OF OWNER TRUSTEE

       

      Section
        4.01. General
        Authority.
        The
        Owner Trustee is authorized and directed to execute and deliver the Basic
        Documents to which the Trust is to be a party and each certificate or other
        document attached as an exhibit to or contemplated by the Basic Documents
        to
        which the Trust is to be a party and any amendment or other agreement or
        instrument described herein, in each case, in such form as the Administrator
        shall approve, as evidenced conclusively by the Owner Trustee’s execution
        thereof. In addition to the foregoing, the Owner Trustee is authorized, but
        shall not be obligated, to take all actions required of the Trust pursuant
        to
        the Basic Documents. The Owner Trustee is further authorized from time to
        time
        to take such action as the Administrator directs with respect to the Basic
        Documents.

       

      Section
        4.02. General
        Duties.
        It
        shall be the duty of the Owner Trustee to discharge (or cause to be discharged)
        all of its responsibilities pursuant to the terms of this Trust Agreement
        and
        the Basic Documents to which the Trust is a party and to administer the Trust
        in
        the interest of the Certificateholders, subject to the Basic Documents and
        in
        accordance with the provisions of this Trust Agreement. Notwithstanding the
        foregoing, the Owner Trustee shall be deemed to have discharged its duties
        and
        responsibilities hereunder and under the Basic Documents to the extent the
        Administrator has agreed in the Administration Agreement to perform such
        acts or
        to discharge such duties of the Owner Trustee or the Trust hereunder or under
        any Basic Document, and the Owner Trustee shall not be held liable for the
        default or failure of the Administrator to carry out its obligations under
        the
        Administration Agreement.

       

      Section
        4.03. Action
        Upon Instruction.
        c)
        Subject to Article IV and in accordance with the terms of the Basic Documents,
        the Certificateholders may by written instruction direct the Owner Trustee
        in
        the management of the Trust. Such direction may be exercised at any time
        by
        written instruction of the Certificateholders pursuant to Article
        IV.

       

      (b) Notwithstanding
        the foregoing, the Owner Trustee shall not be required to take any action
        hereunder or under any Basic Document if the Owner Trustee shall have reasonably
        determined, or shall have been advised by counsel, that such action is likely
        to
        result in liability on the part of the Owner Trustee or is contrary to the
        terms
        hereof or of any Basic Document or is otherwise contrary to law.

       

      (c) Whenever
        the Owner Trustee is unable to decide between alternative courses of action
        permitted or required by the terms of this Trust Agreement or under any Basic
        Document, or in the event that the Owner Trustee is unsure as to the application
        of any provision of this Trust Agreement or any Basic Document or any such
        provision is ambiguous as to its application, or is, or appears to be, in
        conflict with any other applicable provision, or in the event that this Trust
        Agreement permits any determination by the Owner Trustee or is silent or
        is
        incomplete as to the course of action that the Owner Trustee is required
        to take
        with respect to a particular set of facts, the Owner Trustee shall promptly
        give
        notice (in such form as shall be appropriate under the circumstances) to
        the
        Certificateholders (with a copy to the Credit Enhancer) requesting instruction
        as to the course of action to be adopted, and to the extent the Owner Trustee
        acts in good faith in accordance with any written instruction of the
        Certificateholders received, the Owner Trustee shall not be liable on account
        of
        such action to any Person. If the Owner Trustee shall not have received
        appropriate instruction within 10 days of such notice (or within such shorter
        period of time as reasonably may be specified in such notice or may be necessary
        under the circumstances) it may, but shall be under no duty to, take or refrain
        from taking such action not inconsistent with this Trust Agreement or the
        Basic
        Documents, as it shall deem to be in the best interests of the
        Certificateholders, and the Owner Trustee shall have no liability to any
        Person
        for such action or inaction.

       


      
        
          
          

        

        
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      Section
        4.04. No
        Duties Except as Specified under Specified Documents or in
        Instructions.
        The
        Owner Trustee shall not have any duty or obligation to manage, make any payment
        with respect to, register, record, sell, dispose of, or otherwise deal with
        the
        Owner Trust Estate, or to otherwise take or refrain from taking any action
        under, or in connection with, any document contemplated hereby to which the
        Owner Trustee is a party, except as expressly provided (i) in accordance
        with
        the powers granted to and the authority conferred upon the Owner Trustee
        pursuant to this Trust Agreement, (ii) in accordance with the Basic Documents
        and (iii) in accordance with any document or instruction delivered to the
        Owner
        Trustee pursuant to Section 4.03; and no implied duties or obligations shall
        be
        read into this Trust Agreement or any Basic Document against the Owner Trustee.
        The Owner Trustee shall have no responsibility for filing any financing or
        continuation statement in any public office at any time or to otherwise perfect
        or maintain the perfection of any security interest or lien granted to it
        hereunder or to prepare or file any Securities and Exchange Commission filing
        for the Trust or to record this Trust Agreement or any Basic Document. The
        Owner
        Trustee nevertheless agrees that it will, at its own cost and expense, promptly
        take all action as may be necessary to discharge any liens on any part of
        the
        Owner Trust Estate that result from actions by, or claims against, the Owner
        Trustee that are not related to the ownership or the administration of the
        Owner
        Trust Estate.

       

      Section
        4.05. Restrictions.
        d) The
        Owner Trustee shall not take any action (x) that is inconsistent with the
        purposes of the Trust set forth in Section 2.03 or (y) that, to the actual
        knowledge of the Owner Trustee, would result in the Trust becoming taxable
        as a
        corporation for federal income tax purposes. The Certificateholders shall
        not
        direct the Owner Trustee to take action that would violate the provisions
        of
        this Section 4.06.

       

      (b) The
        Owner
        Trustee shall not convey or transfer any of the Trust’s properties or assets,
        including those included in the Trust Estate, to any person unless (a) it
        shall
        have received an Opinion of Counsel to the effect that such transaction will
        not
        have any material adverse tax consequence to the Trust or any Certificateholder
        and (b) such conveyance or transfer shall not violate the provisions of Section
        3.16(b) of the Indenture.

       

      Section
        4.06. Prior
        Notice to Certificateholders with Respect to Certain Matters.
        With
        respect to the following matters, the Owner Trustee shall not take action
        unless
        at least 30 days before the taking of such action, the Owner Trustee shall
        have
        notified the Certificateholders in writing of the proposed action and the
        Certificateholders shall not have notified the Owner Trustee in writing prior
        to
        the 30th
        day
        after such notice is given that such Certificateholders have withheld consent
        or
        provided alternative direction:

       


      
        
          
          

        

        
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      (a) the
        initiation of any claim or lawsuit by the Trust (except claims or lawsuits
        brought in connection with the collection of cash distributions due and owing
        under the Mortgage Collateral) and the compromise of any action, claim or
        lawsuit brought by or against the Trust (except with respect to the
        aforementioned claims or lawsuits for collection of cash distributions due
        and
        owing under the Mortgage Collateral);

       

      (b) the
        election by the Trust to file an amendment to the Certificate of Trust (unless
        such amendment is required to be filed under the Statutory Trust
        Statute);

       

      (c) the
        amendment of the Indenture by a supplemental indenture in circumstances where
        the consent of any Noteholder is required;

       

      (d) the
        amendment of the Indenture by a supplemental indenture in circumstances where
        the consent of any Noteholder is not required and such amendment materially
        adversely affects the interest of the Certificateholders;

       

      (e) the
        amendment, change or modification of the Administration Agreement, except
        to
        cure any ambiguity or to amend or supplement any provision in a manner or
        add
        any provision that would not materially adversely affect the interests of
        the
        Certificateholders; or

       

      (f) the
        appointment pursuant to the Indenture of a successor Note Registrar, Paying
        Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor
        Certificate Registrar or Certificate Paying Agent or the consent to the
        assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate
        Registrar or Certificate Paying Agent of its obligations under the Indenture
        or
        this Trust Agreement, as applicable.

       

      Section
        4.07. Action
        by Certificateholders with Respect to Certain Matters.
        The
        Owner Trustee shall not have the power, except upon the direction of the
        Certificateholders, and with the consent of the Credit Enhancer, to (a) remove
        the Administrator under the Administration Agreement pursuant to Section
        8
        thereof, (b) appoint a successor Administrator pursuant to Section 8 of the
        Administration Agreement, (c) remove the Servicer under the Servicing Agreement
        pursuant to Sections 7.01 and 8.05 thereof or (d) except as expressly provided
        in the Basic Documents, sell the Mortgage Collateral after the termination
        of
        the Indenture. The Owner Trustee shall take the actions referred to in the
        preceding sentence only upon written instructions signed by the
        Certificateholders and with the consent of the Credit Enhancer.

       

      Section
        4.08. Action
        by Certificateholders with Respect to Bankruptcy.
        The
        Owner Trustee shall not have the power to commence a voluntary proceeding
        in
        bankruptcy relating to the Trust without the unanimous prior approval of
        all
        Certificateholders and with the consent of the Credit Enhancer and the delivery
        to the Owner Trustee by each such Certificateholder of a certificate certifying
        that such Certificateholder reasonably believes that the Trust is
        insolvent.

       

      Section
        4.09. Restrictions
        on Certificateholders’ Power.
        The
        Certificateholders shall not direct the Owner Trustee to take or to refrain
        from
        taking any action if such action or inaction would be contrary to any obligation
        of the Trust or the Owner Trustee under this Trust Agreement or any of the
        Basic
        Documents or would be contrary to Section 2.03, nor shall the Owner Trustee
        be
        obligated to follow any such direction, if given.

       

      Section
        4.10. Majority
        Control.
        Except
        as expressly provided herein, any action that may be taken by the
        Certificateholders under this Trust Agreement may be taken by the
        Holders


      
        
          
            
            

          

          
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      of
        Certificates evidencing not less than a majority of the outstanding Principal
        Balance of the Certificates. Except as expressly provided herein, any written
        notice of the Certificateholders delivered pursuant to this Trust Agreement
        shall be effective if signed by holders of Certificates evidencing not less
        than
        a majority of the outstanding Principal Balance of the Certificates at the
        time
        of the delivery of such notice.

       

       

       

       

       

       

      
        
          
          

        

        
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      ARTICLE
        V

       

      APPLICATION
        OF TRUST FUNDS

       

      Section
        5.01. Distributions.
        e) On
        each Payment Date, the Certificate Paying Agent shall distribute to the
        Certificateholders all funds on deposit in the Certificate Distribution Account
        and available therefor (as provided in Section 3.05 of the Indenture), as
        principal and the Certificate Distribution Amount for such Payment Date.
        All
        distributions made pursuant to this Section shall be made on a pro rata basis
        to
        the Certificateholders based on the Certificate Principal Balances thereof;
        provided however that any amount on deposit in the Certificate Distribution
        Account relating to a payment to the Certificate Paying Agent pursuant to
        Section 3.05(xi) of the Indenture shall be distributed solely to the Designated
        Certificate.

       

      (b) In
        the
        event that any withholding tax is imposed on the distributions (or allocations
        of income) to a Certificateholder, such tax shall reduce the amount otherwise
        distributable to the Certificateholder in accordance with this Section 5.01.
        The
        Certificate Paying Agent is hereby authorized and directed to retain or cause
        to
        be retained from amounts otherwise distributable to the Certificateholders
        sufficient funds for the payment of any tax that is legally owed by the Trust
        (but such authorization shall not prevent the Owner Trustee from contesting
        any
        such tax in appropriate proceedings, and withholding payment of such tax,
        if
        permitted by law, pending the outcome of such proceedings). The amount of
        any
        withholding tax imposed with respect to a Certificateholder shall be treated
        as
        cash distributed to such Certificateholder at the time it is withheld by
        the
        Certificate Paying Agent and remitted to the appropriate taxing authority.
        If
        there is a possibility that withholding tax is payable with respect to a
        distribution (such as a distribution to a non-U.S. Certificateholder), the
        Certificate Paying Agent may in its sole discretion withhold such amounts
        in
        accordance with this paragraph (b).

       

      (c) All
        calculations of the Certificate Distribution Amount on the Certificates shall
        be
        made on the basis of the actual number of days in an Interest Period and
        a year
        assumed to consist of 360 days.

       

      (d) Distributions
        to Certificateholders shall be subordinated to the creditors of the Trust,
        including the Noteholders.

       

      Section
        5.02. Method
        of Payment.
        Subject
        to Section 8.01(c), distributions required to be made to Certificateholders
        on
        any Payment Date as provided in Section 5.01 shall be made to each
        Certificateholder of record on the preceding Record Date either by, in the
        case
        of any Certificateholder owning Certificates having denominations aggregating
        at
        least $1,000,000, wire transfer, in immediately available funds, to the account
        of such Holder at a bank or other entity having appropriate facilities therefor,
        if such Certificateholder shall have provided to the Certificate Registrar
        appropriate written instructions at least five Business Days prior to such
        Payment Date or, if not, by check mailed to such Certificateholder at the
        address of such Holder appearing in the Certificate Register.


      Section
        5.03. Signature
        on Returns.
        The
        Owner Trustee shall sign on behalf of the Trust the tax returns of the
        Trust.

       

       


      
        
          
          

        

        
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      Section
        5.04. Statements
        to Certificateholders.
        On each
        Payment Date, the Certificate Paying Agent shall send to each Certificateholder
        the statement or statements provided to the Owner Trustee and the Certificate
        Paying Agent by the Servicer pursuant to Section 4.01 of the Servicing Agreement
        with respect to such Distribution Date.

       

      Section
        5.05. Tax
        Reporting; Tax Elections.
        The
        Holder of the Certificate shall cause the Trust to file federal and state income
        tax returns and information statements as a corporation for each of its taxable
        years. Within 90 days after the end of each calendar year, the Holder of
        the
        Designated Certificate shall cause the Trust to provide to each
        Certificateholder an Internal Revenue Service “K-1” or any successor schedule
        and supplemental information, if required by law, to enable each
        Certificateholder to file its federal and state income tax returns. The Holder
        of the Designated Certificate may from time to time make and revoke such
        tax
        elections with respect to the Trust as it deems necessary or desirable in
        its
        sole discretion to carry out the business of the Trust or the purposes of
        this
        Trust Agreement if permitted by applicable law. Notwithstanding the foregoing,
        an election under Section 754 of the Code shall not be made without the written
        consent of a majority in interest of the Holders of the Certificates. The
        Holder
        of the Designated Certificate shall serve as tax matters partner for the
        Trust.

       


      
        
          
          

        

        
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      ARTICLE
        VI


       

      CONCERNING
        THE OWNER TRUSTEE

       

      Section
        6.01. Acceptance
        of Trusts and Duties.
        The
        Owner Trustee accepts the trusts hereby created and agrees to perform its
        duties
        hereunder with respect to such trusts but only upon the terms of this Trust
        Agreement. The Owner Trustee and the Certificate Paying Agent also agree
        to
        disburse all moneys actually received by it constituting part of the Owner
        Trust
        Estate upon the terms of the Basic Documents and this Trust Agreement. The
        Owner
        Trustee shall not be answerable or accountable hereunder or under any Basic
        Document under any circumstances, except (i) for its own willful misconduct,
        negligence or bad faith or negligent failure to act or (ii) in the case of
        the
        inaccuracy of any representation or warranty contained in Section 6.03 expressly
        made by the Owner Trustee. In particular, but not by way of limitation (and
        subject to the exceptions set forth in the preceding sentence):

       

      (a) The
        Owner
        Trustee shall not be liable with respect to any action taken or omitted to
        be
        taken by it in accordance with the instructions of the Administrator or the
        Certificateholders;

       

      (b) No
        provision of this Trust Agreement or any Basic Document shall require the
        Owner
        Trustee to expend or risk funds or otherwise incur any financial liability
        in
        the performance of any of its rights, duties or powers hereunder or under
        any
        Basic Document if the Owner Trustee shall have reasonable grounds for believing
        that repayment of such funds or adequate indemnity against such risk or
        liability is not reasonably assured or provided to it;

       

      (c) Under
        no
        circumstances shall the Owner Trustee be liable for indebtedness evidenced
        by or
        arising under any of the Basic Documents, including the principal of and
        interest on the Notes;

       

      (d) The
        Owner
        Trustee shall not be responsible for or in respect of the validity or
        sufficiency of this Trust Agreement or for the due execution hereof by the
        Depositor or the Holder of the Designated Certificate or for the form,
        character, genuineness, sufficiency, value or validity of any of the Owner
        Trust
        Estate, or for or in respect of the validity or sufficiency of the Basic
        Documents, the Notes, the Certificates, other than the certificate of
        authentication on the Certificates, if executed by the Owner Trustee and
        the
        Owner Trustee shall in no event assume or incur any liability, duty, or
        obligation to any Noteholder or to any Certificateholder, other than as
        expressly provided for herein or expressly agreed to in the Basic
        Documents;

       

      (e) The
        execution, delivery, authentication and performance by it of this Trust
        Agreement will not require the authorization, consent or approval of, the
        giving
        of notice to, the filing or registration with, or the taking of any other
        action
        with respect to, any governmental authority or agency;

       

      (f) The
        Owner
        Trustee shall not be liable for the default or misconduct of the Administrator,
        the Holder of the Designated Certificate, the Depositor, Indenture Trustee
        or
        the Servicer under any of the Basic Documents or otherwise and the Owner
        Trustee
        shall have no obligation or liability to perform the obligations of the Trust
        under this Trust Agreement or the Basic Documents that are required to be
        performed by the Administrator under the Administration Agreement, the Indenture
        Trustee under the Indenture or the Seller under the Mortgage Loan Purchase
        Agreement; and

       


      
        
          
          

        

        
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      (g) The
        Owner
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it or duties imposed by this Trust Agreement, or to institute,
        conduct
        or defend any litigation under this Trust Agreement or otherwise or in relation
        to this Trust Agreement or any Basic Document, at the request, order or
        direction of any of the Certificateholders, unless such Certificateholders
        have
        offered to the Owner Trustee security or indemnity satisfactory to it against
        the costs, expenses and liabilities that may be incurred by the Owner Trustee
        therein or thereby. The right of the Owner Trustee to perform any discretionary
        act enumerated in this Trust Agreement or in any Basic Document shall not
        be
        construed as a duty, and the Owner Trustee shall not be answerable for other
        than its negligence or willful misconduct in the performance of any such
        act.

       

      Section
        6.02. Furnishing
        of Documents.
        The
        Owner Trustee shall furnish to the Securityholders promptly upon receipt
        of a
        written reasonable request therefor, duplicates or copies of all reports,
        notices, requests, demands, certificates, financial statements and any other
        instruments furnished to the Trust under the Basic Documents.

       

      Section
        6.03. Representations
        and Warranties.
        The
        Owner Trustee hereby represents and warrants to the Depositor, for the benefit
        of the Certificateholders, that:

       

      (a) It
        is a
        banking corporation duly organized and validly existing in good standing
        under
        the laws of the State of Delaware. It has all requisite corporate power and
        authority to execute, deliver and perform its obligations under this Trust
        Agreement.

       

      (b) It
        has
        taken all corporate action necessary to authorize the execution and delivery
        by
        it of this Trust Agreement, and this Trust Agreement will be executed and
        delivered by one of its officers who is duly authorized to execute and deliver
        this Trust Agreement on its behalf.

       

      (c) Neither
        the execution nor the delivery by it of this Trust Agreement, nor the
        consummation by it of the transactions contemplated hereby nor compliance
        by it
        with any of the terms or provisions hereof will contravene any federal or
        Delaware law, governmental rule or regulation governing the banking or trust
        powers of the Owner Trustee or any judgment or order binding on it, or
        constitute any default under its charter documents or bylaws or any indenture,
        mortgage, contract, agreement or instrument to which it is a party or by
        which
        any of its properties may be bound.

       

      (d) This
        Trust Agreement, assuming due authorization, execution and delivery by the
        Owner
        Trustee and the Depositor, constitutes a valid, legal and binding obligation
        of
        the Owner Trustee, enforceable against it in accordance with the terms hereof
        subject to applicable bankruptcy, insolvency, reorganization, moratorium
        and
        other laws affecting the enforcement of creditors’ rights generally and to
        general principles of equity, regardless of whether such enforcement is
        considered in a proceeding in equity or at law;

       


      
        
          
          

        

        
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      (e) The
        Owner
        Trustee 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
        Owner
        Trustee or its properties or might have consequences that would materially
        adversely affect its performance hereunder;

       

      (f) No
        litigation is pending or, to the best of the Owner Trustee’s knowledge,
        threatened against the Owner Trustee which would prohibit its entering into
        this
        Trust Agreement or performing its obligations under this Trust
        Agreement;

       

      Section
        6.04. Reliance;
        Advice of Counsel.
        f) The
        Owner Trustee shall incur no liability to anyone in acting upon any signature,
        instrument, notice, resolution, request, consent, order, certificate, report,
        opinion, bond, or other document or paper believed by it to be genuine and
        believed by it to be signed by the proper party or parties. The Owner Trustee
        may accept a certified copy of a resolution of the board of directors or
        other
        governing body of any corporate party as conclusive evidence that such
        resolution has been duly adopted by such body and that the same is in full
        force
        and effect. As to any fact or matter the method of determination of which
        is not
        specifically prescribed herein, the Owner Trustee may for all purposes hereof
        rely on a certificate, signed by the president or any vice president or by
        the
        treasurer or other authorized officers of the relevant party, as to such
        fact or
        matter and such certificate shall constitute full protection to the Owner
        Trustee for any action taken or omitted to be taken by it in good faith in
        reliance thereon.

       

      (b) In
        the
        exercise or administration of the trusts hereunder and in the performance
        of its
        duties and obligations under this Trust Agreement or the Basic Documents,
        the
        Owner Trustee (i) may act directly or through its agents, attorneys, custodians
        or nominees (including persons acting under a power of attorney) pursuant
        to
        agreements entered into with any of them, and the Owner Trustee shall not
        be
        liable for the conduct or misconduct of such agents, attorneys , custodians
        or
        nominees (including persons acting under a power of attorney) if such persons
        have been selected by the Owner Trustee with reasonable care, and (ii) may
        consult with counsel, accountants and other skilled persons to be selected
        with
        reasonable care and employed by it. The Owner Trustee shall not be liable
        for
        anything done, suffered or omitted in good faith by it in accordance with
        the
        written opinion or advice of any such counsel, accountants or other such
        Persons
        and not contrary to this Trust Agreement or any Basic Document.

       

      Section
        6.05. Not
        Acting in Individual Capacity.
        Except
        as provided in this Article VI, in accepting the trusts hereby created
        ______________________ acts solely as Owner Trustee hereunder and not in
        its
        individual capacity, and all Persons having any claim against the Owner Trustee
        by reason of the transactions contemplated by this Trust Agreement or any
        Basic
        Document shall look only to the Owner Trust Estate for payment or satisfaction
        thereof.

       

      Section
        6.06. Owner
        Trustee Not Liable for Certificates or Related Documents.
        The
        recitals contained herein and in the Certificates (other than the signatures
        of
        the Owner Trustee on the Certificates) shall be taken as the statements of
        the
        Depositor, and the Owner Trustee assumes no responsibility for the correctness
        thereof. The Owner Trustee makes no representations as to the validity or
        sufficiency of this Trust Agreement, of any Basic Document or of the
        Certificates (other than the signatures of the Owner Trustee on the
        Certificates) or the Notes, or of any Related Documents. The Owner Trustee
        shall
        at no time have any responsibility or liability with respect to the sufficiency
        of the Owner Trust Estate or its ability to generate the payments to be
        distributed to Certificateholders under this Trust Agreement or the Noteholders
        under the Indenture, including, the compliance by the Depositor or the Seller
        with any warranty or representation made under any Basic Document or in any
        related document or the accuracy of any such warranty or representation,
        or any
        action of the Administrator, the Certificate Paying Agent, the Certificate
        Registrar or the Indenture Trustee taken in the name of the Owner
        Trustee.

       

      
        
          
          

        

        
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      Section
        6.07. Owner
        Trustee May Own Certificates and Notes.
        The
        Owner Trustee in its individual or any other capacity may become the owner
        or
        pledgee of Certificates or Notes and may deal with the Depositor, the Seller,
        the Certificate Paying Agent, the Certificate Registrar, the Administrator
        and
        the Indenture Trustee in transactions with the same rights as it would have
        if
        it were not Owner Trustee.

       


      
        
          
          

        

        
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      ARTICLE
        VII


       

      COMPENSATION
        OF OWNER TRUSTEE

       

      Section
        7.01. Owner
        Trustee’s Fees and Expenses.
        The
        Owner Trustee shall receive as compensation for its services hereunder such
        fees
        as have been separately agreed upon before the date hereof, and the Owner
        Trustee shall be reimbursed for its reasonable expenses hereunder and under
        the
        Basic Documents, including the reasonable compensation, expenses and
        disbursements of such agents, representatives, experts and counsel as the
        Owner
        Trustee may reasonably employ in connection with the exercise and performance
        of
        its rights and its duties hereunder and under the Basic Documents pursuant
        to
        Section 3.08 of the Servicing Agreement.

       

      Section
        7.02. Indemnification.
        The
        Holder of the Designated Certificate shall indemnify, defend and hold harmless
        the Owner Trustee and its successors, assigns, agents and servants
        (collectively, the “Indemnified Parties”) from and against, any and all
        liabilities, obligations, losses, damages, taxes, claims, actions and suits,
        and
        any and all reasonable costs, expenses and disbursements (including reasonable
        legal fees and expenses) of any kind and nature whatsoever (collectively,
        “Expenses”) which may at any time be imposed on, incurred by, or asserted
        against the Owner Trustee or any Indemnified Party in any way relating to
        or
        arising out of this Trust Agreement, the Basic Documents, the Owner Trust
        Estate, the administration of the Owner Trust Estate or the action or inaction
        of the Owner Trustee hereunder, provided, that:

       

      (i) the
        Holder of the Designated Certificate shall not be liable for or required
        to
        indemnify an Indemnified Party from and against Expenses arising or resulting
        from the Owner Trustee’s willful misconduct, negligence or bad faith or as a
        result of any inaccuracy of a representation or warranty contained in Section
        6.03 expressly made by the Owner Trustee;

       

      (ii) with
        respect to any such claim, the Indemnified Party shall have given the Holder
        of
        the Designated Certificate written notice thereof promptly after the Indemnified
        Party shall have actual knowledge thereof;

       

      (iii) while
        maintaining control over its own defense, the Holder of the Designated
        Certificate shall consult with the Indemnified Party in preparing such defense;
        and

       

      (iv) notwithstanding
        anything in this Agreement to the contrary, the Holder of the Designated
        Certificate shall not be liable for settlement of any claim by an Indemnified
        Party entered into without the prior consent of the Holder of the Designated
        Certificate which consent shall not be unreasonably withheld.

       

      
        
          
          

        

        
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      The
        indemnities contained in this Section shall survive the resignation or
        termination of the Owner Trustee or the termination of this Trust Agreement.
        In
        the event of any claim, action or proceeding for which indemnity will be
        sought
        pursuant to this Section, the Owner Trustee’s choice of legal counsel, if other
        than the legal counsel retained by the Owner Trustee in connection with the
        execution and delivery of this Trust Agreement, shall be subject to the approval
        of the Holder of the Designated Certificate, which approval shall not be
        unreasonably withheld. In addition, upon written notice to the Owner Trustee
        and
        with the consent of the Owner Trustee which consent shall not be unreasonably
        withheld, the Holder of the Designated Certificate has the right to assume
        the
        defense of any claim, action or proceeding against the Owner
        Trustee.

       


      
        
          
          

        

        
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      ARTICLE
        VIII

       

      TERMINATION
        OF TRUST AGREEMENT

       

      Section
        8.01. Termination
        of Trust Agreement.
        g) This
        Trust Agreement (other than Article VIII) and the Trust shall terminate and
        be
        of no further force or effect upon the earliest of (i) upon the final
        distribution of all moneys or other property or proceeds of the Owner Trust
        Estate in accordance with the terms of the Indenture and this Trust Agreement,
        (ii) the Payment Date in ____________, (iii) at the time provided in Section
        8.02 or (iv) purchase by the Servicer of all Mortgage Loans pursuant to Section
        8.08 of the Servicing Agreement. The bankruptcy, liquidation, dissolution,
        death
        or incapacity of any Certificateholder, other than the Holder of the Designated
        Certificate as described in Section 8.02, shall not (x) operate to terminate
        this Trust Agreement or the Trust or (y) entitle such Certificateholder’s legal
        representatives or heirs to claim an accounting or to take any action or
        proceeding in any court for a partition or winding up of all or any part
        of the
        Trust or the Owner Trust Estate or (z) otherwise affect the rights, obligations
        and liabilities of the parties hereto.

       

      (b) Except
        as
        provided in Section 8.01(a), none of the Depositor, the Holder of the Designated
        Certificate or any other Certificateholder shall be entitled to revoke or
        terminate the Trust.

       

      (c) Notice
        of
        any termination of the Trust, specifying the Payment Date upon which
        Certificateholders shall surrender their Certificates to the Certificate
        Paying
        Agent for payment of the final distribution and cancellation, shall be given
        by
        the Certificate Paying Agent by letter to Certificateholders and the Credit
        Enhancer mailed within five Business Days of receipt of notice of such
        termination from the Administrator, stating (i) the Payment Date upon or
        with
        respect to which final payment of the Certificates shall be made upon
        presentation and surrender of the Certificates at the office of the Certificate
        Paying Agent therein designated, (ii) the amount of any such final payment
        and
        (iii) that the Record Date otherwise applicable to such Payment Date is not
        applicable, payments being made only upon presentation and surrender of the
        Certificates at the office of the Certificate Payment Agent therein specified.
        The Certificate Paying Agent shall give such notice to the Owner Trustee
        and the
        Certificate Registrar at the time such notice is given to Certificateholders.
        Upon presentation and surrender of the Certificates, the Certificate Paying
        Agent shall cause to be distributed to Certificateholders amounts distributable
        on such Payment Date pursuant to Section 5.01.

       

      In
        the
        event that all of the Certificateholders shall not surrender their Certificates
        for cancellation within six months after the date specified in the above
        mentioned written notice, the Certificate Paying Agent shall give a second
        written notice to the remaining Certificateholders to surrender their
        Certificates for cancellation and receive the final distribution with respect
        thereto. Subject to applicable laws with respect to escheat of funds, if
        within
        one year following the Payment Date on which final payment of the Certificates
        was to have been made pursuant to Section 3.03 of the Indenture, all the
        Certificates shall not have been surrendered for cancellation, the Certificate
        Paying Agent may take appropriate steps, or may appoint an agent to take
        appropriate steps, to contact the remaining Certificateholders concerning
        surrender of their Certificates, and the cost thereof shall be paid out of
        the
        funds and other assets that shall remain subject to this Trust Agreement.
        Any
        funds remaining in the Certificate Distribution Account after exhaustion
        of such
        remedies shall be distributed by the Certificate Paying Agent to the Holder
        of
        the Designated Certificate.

       


      
        
          
          

        

        
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      (d) Upon
        the
        winding up of the Trust and its termination, the Owner Trustee shall cause
        the
        Certificate of Trust to be cancelled by filing a certificate of cancellation
        with the Secretary of State in accordance with the provisions of Section
        3810(c)
        of the Statutory Trust Statute.

       

      Section
        8.02. Dissolution
        upon Bankruptcy of the Holder of the Designated Certificate.
        In the
        event that an Insolvency Event shall occur with respect to the Holder of
        the
        Designated Certificate, this Trust Agreement and the Trust shall be terminated
        in accordance with Section 8.01, 90 days after the date of such Insolvency
        Event, unless, before the end of such 90-day period, the Owner Trustee shall
        have received written instructions from (a) if no Credit Enhancer Default
        shall
        have occurred and be continuing, Holders of Certificates (other than the
        Holder
        of the Designated Certificate) representing more than 50% of the Principal
        Balance of the Certificates (not including the Principal Balance of the
        Designated Certificate), to the effect that such Holders disapprove of the
        termination of the Trust or (b) if a Credit Enhancer Default shall have occurred
        and be continuing, (i) each of the Holders of Certificates and (ii) each
        of the
        Holders of the Notes, to the effect that such Holders disapprove of the
        termination of the Trust. Promptly after the occurrence of any Insolvency
        Event
        with respect to the Holder of the Designated Certificate (A) the Holder of
        the
        Designated Certificate shall give the Indenture Trustee, the Credit Enhancer
        and
        the Owner Trustee written notice of such Insolvency Event, (B) the Owner
        Trustee
        shall, upon the receipt of such written notice from the Holder of the Designated
        Certificate, give prompt written notice to the Certificateholders of the
        occurrence of such event and (C) the Indenture Trustee shall give prompt
        written
        notice of such event to the Noteholders; provided, however, that any failure
        to
        give a notice required by this sentence shall not prevent or delay, in any
        manner, a termination of the Trust pursuant to the first sentence of this
        Section 8.02. Upon a termination pursuant to this Section, the Owner Trustee
        shall direct the Indenture Trustee promptly to sell the assets of the Trust
        (other than the Payment Account) in a commercially reasonable manner and
        on
        commercially reasonable terms. The proceeds of any such sale of the assets
        of
        the Trust shall be deposited to the Payment Account for distribution in
        accordance with Section 5.04(b) of the Indenture.

       

      
        
          
          

        

        
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      ARTICLE
        IX


       

      SUCCESSOR
        OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

       

      Section
        9.01. Eligibility
        Requirements for Owner Trustee.
        The
        Owner Trustee shall at all times be a corporation satisfying the provisions
        of
        Section 3807(a) of the Statutory Trust Statute; authorized to exercise corporate
        trust powers; having a combined capital and surplus of at least $50,000,000
        and
        subject to supervision or examination by federal or state authorities; and
        having (or having a parent that has) a rating of at least [Baa3] by [Moody’s].
        If such corporation shall publish reports of condition at least annually
        pursuant to law or to the requirements of the aforesaid supervising or examining
        authority, then for the purpose of this Section, the combined capital and
        surplus of such corporation shall be deemed to be its combined capital and
        surplus as set forth in its most recent report of condition so published.
        In
        case at any time the Owner Trustee shall cease to be eligible in accordance
        with
        the provisions of this Section 9.01, the Owner Trustee shall resign immediately
        in the manner and with the effect specified in Section 9.02.

       

      Section
        9.02. Replacement
        of Owner Trustee.
        The
        Owner Trustee may at any time resign and be discharged from the trusts hereby
        created by giving 30 days prior written notice thereof to the Administrator,
        the
        Credit Enhancer and the Depositor. Upon receiving such notice of resignation,
        the Administrator shall promptly appoint a successor Owner Trustee with the
        consent of the Credit Enhancer which will not be unreasonably withheld, by
        written instrument, in duplicate, one copy of which instrument shall be
        delivered to the resigning Owner Trustee and to the successor Owner Trustee.
        If
        no successor Owner Trustee shall have been so appointed and have accepted
        appointment within 30 days after the giving of such notice of resignation,
        the
        resigning Owner Trustee may petition any court of competent jurisdiction
        for the
        appointment of a successor Owner Trustee.

       

      If
        at any
        time the Owner Trustee shall cease to be eligible in accordance with the
        provisions of Section 9.01 and shall fail to resign after written request
        therefor by the Administrator, or if at any time the Owner Trustee shall
        be
        legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
        of the Owner Trustee or of its property shall be appointed, or any public
        officer shall take charge or control of the Owner Trustee or of its property
        or
        affairs for the purpose of rehabilitation, conservation or liquidation, then
        the
        Administrator may remove the Owner Trustee. If the Administrator shall remove
        the Owner Trustee under the authority of the immediately preceding sentence,
        the
        Administrator shall promptly appoint a successor Owner Trustee by written
        instrument, in duplicate, one copy of which instrument shall be delivered
        to the
        outgoing Owner Trustee so removed and one copy to the successor Owner Trustee,
        and shall pay all fees owed to the outgoing Owner Trustee.

       

      Any
        resignation or removal of the Owner Trustee and appointment of a successor
        Owner
        Trustee pursuant to any of the provisions of this Section shall not become
        effective until acceptance of appointment by the successor Owner Trustee
        pursuant to Section 9.03 and payment of all fees and expenses owed to the
        outgoing Owner Trustee. The Administrator shall provide notice of such
        resignation or removal of the Owner Trustee to each of the Rating
        Agencies.

       


      
        
          
          

        

        
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      Section
        9.03. Successor
        Owner Trustee.
        Any
        successor Owner Trustee appointed pursuant to Section 9.02 shall execute,
        acknowledge and deliver to the Administrator and to its predecessor Owner
        Trustee an instrument accepting such appointment under this Trust Agreement,
        and
        thereupon the resignation or removal of the predecessor Owner Trustee shall
        become effective, and such successor Owner Trustee, without any further act,
        deed or conveyance, shall become fully vested with all the rights, powers,
        duties and obligations of its predecessor under this Trust Agreement, with
        like
        effect as if originally named as Owner Trustee. The predecessor Owner Trustee
        shall upon payment of its fees and expenses deliver to the successor Owner
        Trustee all documents and statements and monies held by it under this Trust
        Agreement; and the Administrator and the predecessor Owner Trustee shall
        execute
        and deliver such instruments and do such other things as may reasonably be
        required for fully and certainly vesting and confirming in the successor
        Owner
        Trustee all such rights, powers, duties and obligations.

       

      No
        successor Owner Trustee shall accept appointment as provided in this Section
        9.03 unless at the time of such acceptance such successor Owner Trustee shall
        be
        eligible pursuant to Section 9.01.

       

      Upon
        acceptance of appointment by a successor Owner Trustee pursuant to this Section
        9.03, the Administrator shall mail notice thereof to all Certificateholders,
        the
        Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator
        shall fail to mail such notice within 10 days after acceptance of such
        appointment by the successor Owner Trustee, the successor Owner Trustee shall
        cause such notice to be mailed at the expense of the Administrator.

       

      Section
        9.04. Merger
        or Consolidation of Owner Trustee.
        Any
        Person into which the Owner Trustee may be merged or converted or with which
        it
        may be consolidated, or any Person resulting from any merger, conversion
        or
        consolidation to which the Owner Trustee shall be a party, or any Person
        succeeding to all or substantially all of the corporate trust business of
        the
        Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
        the execution or filing of any instrument or any further act on the part
        of any
        of the parties hereto, anything herein to the contrary notwithstanding;
        provided, that such Person shall be eligible pursuant to Section 9.01 and,
        provided, further, that the Owner Trustee shall mail notice of such merger
        or
        consolidation to the Rating Agencies.

       

      Section
        9.05. Appointment
        of Co-trustee or Separate Trustee.
        Notwithstanding any other provisions of this Trust Agreement, at any time,
        for
        the purpose of meeting any legal requirements of any jurisdiction in which
        any
        part of the Owner Trust Estate may at the time be located, the Administrator
        and
        the Owner Trustee acting jointly shall have the power and shall execute and
        deliver all instruments to appoint one or more Persons approved by the
        Administrator and Owner Trustee to act as co-trustee, jointly with the Owner
        Trustee, or as separate trustee or trustees, of all or any part of the Owner
        Trust Estate, and to vest in such Person, in such capacity, such title to
        the
        Trust or any part thereof and, subject to the other provisions of this Section,
        such powers, duties, obligations, rights and trusts as the Administrator
        and the
        Owner Trustee may consider necessary or desirable. If the Administrator shall
        not have joined in such appointment within 15 days after the receipt by it
        of a
        request so to do, the Owner Trustee alone shall have the power to make such
        appointment. No co-trustee or separate trustee under this Trust Agreement
        shall
        be required to meet the terms of eligibility as a successor Owner Trustee
        pursuant to Section 9.01 and no notice of the appointment of any co-trustee
        or
        separate trustee shall be required pursuant to Section 9.03.

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


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

       

      (a) All
        rights, powers, duties and obligations conferred or imposed upon the Owner
        Trustee shall be conferred upon and exercised or performed by the Owner Trustee
        and such separate trustee or co-trustee jointly (it being understood that
        such
        separate trustee or co-trustee is not authorized to act separately without
        the
        Owner Trustee joining in such act), except to the extent that under any law
        of
        any jurisdiction in which any particular act or acts are to be performed,
        the
        Owner 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 Owner Trust Estate or any portion thereof in any
        such
        jurisdiction) shall be exercised and performed singly by such separate trustee
        or co-trustee, but solely at the direction of the Owner Trustee;

       

      (b) No
        trustee under this Trust Agreement shall be personally liable by reason of
        any
        act or omission of any other trustee under this Trust Agreement;
        and

       

      (c) The
        Administrator and the Owner Trustee acting jointly may at any time accept
        the
        resignation of or remove any separate trustee or co-trustee.

       

      Any
        notice, request or other writing given to the Owner 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 Trust Agreement and the
        conditions of this Article. 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 Owner
        Trustee or separately, as may be provided therein, subject to all the provisions
        of this Trust Agreement, specifically including every provision of this Trust
        Agreement relating to the conduct of, affecting the liability of, or affording
        protection to, the Owner Trustee. Each such instrument shall be filed with
        the
        Owner Trustee and a copy thereof given to the Administrator.

       

      Any
        separate trustee or co-trustee may at any time appoint the Owner Trustee
        as 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 Trust
        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
        Owner Trustee, to the extent permitted by law, without the appointment of
        a new
        or successor co-trustee or separate trustee.

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      ARTICLE
        X


       

      MISCELLANEOUS

       

      Section
        10.01. Amendments.
        h) This
        Trust Agreement may be amended from time to time by the parties hereto as
        specified in this Section [, provided that any amendment, except as provided
        in
        subparagraph (e) below, be accompanied by an Opinion of Counsel to the Owner
        Trustee to the effect that such amendment (i) complies with the provisions
        of
        this Section and (ii) will not cause the Trust to be subject to an entity
        level
        tax].

       

      (b) If
        the
        purpose of the amendment (as detailed therein) is to correct any mistake,
        eliminate any inconsistency, cure any ambiguity or deal with any matter not
        covered (i.e. to give effect to the intent of the parties and, if applicable,
        to
        the expectations of the Holders), it shall not be necessary to obtain the
        consent of any Holders, but the Owner Trustee shall be furnished with (A)
        a
        letter from the Rating Agencies that the amendment will not result in the
        downgrading or withdrawal of the rating then assigned to any Security and
        (B) an
        Opinion of Counsel to the effect that such action will not adversely affect
        in
        any material respect the interests of any Holders, and the consent of the
        Credit
        Enhancer shall be obtained.

       

      (c) If
        the
        purpose of the amendment is to prevent the imposition of any federal or state
        taxes at any time that any Security is outstanding (i.e. technical in nature),
        it shall not be necessary to obtain the consent of any Holder, but the Owner
        Trustee shall be furnished with an Opinion of Counsel that such amendment
        is
        necessary or helpful to prevent the imposition of such taxes and is not
        materially adverse to any Holder and the consent of the Credit Enhancer shall
        be
        obtained.

       

      (d) If
        the
        purpose of the amendment is to add or eliminate or change any provision of
        the
        Trust Agreement other than as contemplated in (b) and (c) above, the amendment
        shall require (A) an Opinion of Counsel to the effect that such action will
        not
        adversely affect in any material respect the interests of any Holders and
        (B)
        either (a) a letter from the Rating Agency that the amendment will not result
        in
        the downgrading or withdrawal of the rating then assigned to any security
        or (b)
        the consent of Holders of Certificates evidencing a majority of the Principal
        Balance of the Certificates and the Indenture Trustee; provided, however,
        that
        no such amendment shall (i) reduce in any manner the amount of, or delay
        the
        timing of, payments received that are required to be distributed on any
        Certificate without the consent of the related Certificateholder and the
        Credit
        Enhancer, or (ii) reduce the aforesaid percentage of Certificates the Holders
        of
        which are required to consent to any such amendment, without the consent
        of the
        Holders of all such Certificates then outstanding.

       

      (e) If
        the
        purpose of the amendment is to provide for the holding of any of the
        Certificates in book-entry form, it shall require the consent of Holders
        of all
        such Certificates then outstanding; provided, that the Opinion of Counsel
        specified in subparagraph (a) above shall not be required.

       


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      (f) If
        the
        purpose of the amendment is to provide for the issuance of additional
        certificates representing an interest in the Trust, it shall not be necessary
        to
        obtain the consent of any Holder, but the Owner Trustee shall be furnished
        with
        (A) an Opinion of Counsel to the effect that such action will not adversely
        affect in any material respect the interests of any Holders and (B) a letter
        from the Rating Agencies that the amendment will not result in the downgrading
        or withdrawal of the rating then assigned to any Security and the consent
        of the
        Credit Enhancer shall be obtained.

       

      (g) Promptly
        after the execution of any such amendment or consent, the Owner Trustee shall
        furnish written notification of the substance of such amendment or consent
        to
        each Certificateholder, the Indenture Trustee, the Credit Enhancer and each
        of
        the Rating Agencies. It shall not be necessary for the consent of
        Certificateholders or the Indenture Trustee pursuant to this Section 10.01
        to
        approve the particular form of any proposed amendment or consent, but it
        shall
        be sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents (and any other consents of Certificateholders provided
        for in this Trust Agreement or in any other Basic Document) and of evidencing
        the authorization of the execution thereof by Certificateholders shall be
        subject to such reasonable requirements as the Owner Trustee may
        prescribe.

       

      (h) In
        connection with the execution of any amendment to any agreement to which
        the
        Trust is a party, other than this Trust Agreement, the Owner Trustee shall
        be
        entitled to receive and conclusively rely upon an Opinion of Counsel to the
        effect that such amendment is authorized or permitted by the documents subject
        to such amendment and that all conditions precedent in the Basic Documents
        for
        the execution and delivery thereof by the Trust or the Owner Trustee, as
        the
        case may be, have been satisfied.

       

      Promptly
        after the execution of any amendment to the Certificate of Trust, the Owner
        Trustee shall cause the filing of such amendment with the Secretary of State
        of
        the State of Delaware.

       

      Section
        10.02. No
        Legal Title to Owner Trust Estate.
        The
        Certificateholders shall not have legal title to any part of the Owner Trust
        Estate. The Certificateholders shall be entitled to receive distributions
        with
        respect to their undivided beneficial interest therein only in accordance
        with
        Articles V and IX. No transfer, by operation of law or otherwise, of any
        right,
        title or interest of the Certificateholders to and in their ownership interest
        in the Owner Trust Estate shall operate to terminate this Trust Agreement
        or the
        trusts hereunder or entitle any transferee to an accounting or to the transfer
        to it of legal title to any part of the Owner Trust Estate.

       

      Section
        10.03. Limitations
        on Rights of Others.
        Except
        for Section 2.07, the provisions of this Trust Agreement are solely for the
        benefit of the Owner Trustee, the Depositor, the Holder of the Designated
        Certificate, the Certificateholders, the Administrator, the Credit Enhancer
        and,
        to the extent expressly provided herein, the Indenture Trustee and the
        Noteholders, and nothing in this Trust Agreement (other than Section 2.07),
        whether express or implied, shall be construed to give to any other Person
        any
        legal or equitable right, remedy or claim in the Owner Trust Estate or under
        or
        in respect of this Trust Agreement or any covenants, conditions or provisions
        contained herein.

       

      Section
        10.04. Notices.
        i)
        Unless otherwise expressly specified or permitted by the terms hereof, all
        notices shall be in writing and shall be deemed given upon receipt, if to
        the
        Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor,
        addressed to [Depositor], [depositor’s address]; Attention: _________________;
        if to the Credit Enhancer, addressed to ___________, Attention:
        _________________, if to the Rating Agencies, addressed to
        ________________________ Attention: __________or, as to each party, at such
        other address as shall be designated by such party in a written notice to
        each
        other party.

       


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      
 

      (b) Any
        notice required or permitted to be given to a Certificateholder shall be
        given
        by first-class mail, postage prepaid, at the address of such Holder as shown
        in
        the Certificate Register. Any notice so mailed within the time prescribed
        in
        this Trust Agreement shall be conclusively presumed to have been duly given,
        whether or not the Certificateholder receives such notice.

       

      (c) A
        copy of
        any notice delivered to the Owner Trustee or the Trust shall also be delivered
        to the Depositor and the Administrator.

       

      Section
        10.05. Severability.
        Any
        provision of this Trust Agreement that is prohibited or unenforceable in
        any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      Section
        10.06. Separate
        Counterparts.
        This
        Trust Agreement may be executed by the parties hereto in separate counterparts,
        each of which when so executed and delivered shall be an original, but all
        such
        counterparts shall together constitute but one and the same
        instrument.

       

      Section
        10.07. Successors
        and Assigns.
        All
        representations, warranties, covenants and agreements contained herein shall
        be
        binding upon, and inure to the benefit of, each of the Depositor, the Owner
        Trustee and its successors and each Certificateholder and its successors
        and
        permitted assigns, all as herein provided and the Credit Enhancer. Any request,
        notice, direction, consent, waiver or other instrument or action by a
        Certificateholder shall bind the successors and assigns of such
        Certificateholder.

       

      Section
        10.08. No
        Petition.
        The
        Owner Trustee, by entering into this Trust Agreement and each Certificateholder,
        by accepting a Certificate, hereby covenant and agree that they will not
        at any
        time institute against the Depositor or the Trust, or join in any institution
        against the Depositor or the Trust of, any bankruptcy proceedings under any
        United States federal or state bankruptcy or similar law in connection with
        any
        obligations to the Certificates, the Notes, this Trust Agreement or any of
        the
        Basic Documents.

       

      Section
        10.09. No
        Recourse.
        Each
        Certificateholder by accepting a Certificate acknowledges that such
        Certificateholder’s Certificates represent beneficial interests in the Trust
        only and do not represent interests in or obligations of the Depositor, the
        Holder of the Designated Certificate, the Seller, the Administrator, the
        Owner
        Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may
        be
        had against such parties or their assets, except as may be expressly set
        forth
        or contemplated in this Trust Agreement, the Certificates or the Basic
        Documents.

       


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      Section
        10.10. Headings.
        The
        headings of the various Articles and Sections herein are for convenience
        of
        reference only and shall not define or limit any of the terms or provisions
        hereof.

       

      Section
        10.11. Governing
        Law.
        THIS
        TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
        OF
        DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
        OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
        IN
        ACCORDANCE WITH SUCH LAWS.

       

      Section
        10.12. Integration.
        This
        Trust Agreement constitutes the entire agreement among the parties hereto
        pertaining to the subject matter hereof and supersedes all prior agreements
        and
        understanding pertaining thereto.

       


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their names
        to
        be signed hereto by their respective officers thereunto duly authorized,
        all as
        of the day and year first above written.

       

      [DEPOSITOR]

       

      By:      

      Name:

      Title:

       

      [NAME
        OF
        OWNER TRUSTEE], not in its 

      individual
        capacity but solely as Owner Trustee,

       

      By:      

      Name:

      Title:

       

      Acknowledged
        and Agreed:

      ______________________________

      [NAME
        OF
        CERTIFICATE REGISTRAR],

      as
        Certificate Registrar and

      Certificate
        Paying Agent

       

      
         

        By:      

        Name:

        Title:

         

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        A

       

      [Form
        of
        Certificate]

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT
        AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
        PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED TO
        HEREIN.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR
        SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE TRANSFEREE
        OF
        THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
        PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
        RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
        THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A PERSON ACTING
        ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OR (II)
        IF THIS
        CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO
        THE
        FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, OR SECTION 4975 OF THE CODE
        (OR
        COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY
        SUCH
        PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT
        SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE PURCHASE OR
        HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE OWNER TRUST
        ESTATE BEING DEEMED TO BE “PLAN ASSETS” AND SUBJECT TO THE FIDUCIARY
        RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS
        OF
        THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN
        THE
        MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE,
        AND
        WILL NOT SUBJECT THE OWNER TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR
        LIABILITY.

       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR
        SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO
        THE
        TRANSFEREE’S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLER,
        THE
        DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE OR ANY
        OF
        THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST AGREEMENT
        OR THE BASIC DOCUMENTS.

       

      
        	
                Certificate
                  No.  

              	
                Original
                  principal amount (“Denomination”) of this Certificate:
                  $______________

              
	 	 
	
                Aggregate
                  Denominations of all Certificates: 

              	
                $
                  ____________________________

              
	 	 
	
                Pass-Through
                  Rate: Floating

              	 
	 	 
	
                Cut-Off
                  Date:

              	 
	 	 
	
                First
                  Payment Date: ______,
                  ______

              	 
	 	 
	
                CUSIP
                  NO. __________

              	 


      

      
 

      [NAME
        OF
        TRUST] SERIES 200_-_

       

      Evidencing
        a fractional undivided equity interest in the Owner Trust Estate, the property
        of which consists primarily of the Mortgage Collateral sold by [DEPOSITOR],
        as
        depositor.

       

      This
        certifies that [name of Holder] is the registered owner of the Percentage
        Interest represented hereby in the [NAME OF TRUST] Series 200_-_ (the
“Trust”).

       

      The
        Trust
        was created pursuant to an Trust Agreement dated as of (as amended and
        supplemented from time to time, the “Trust Agreement”) between the Depositor and
        [NAME OF OWNER TRUSTEE], as owner trustee (as amended and supplemented from
        time
        to time, the “Owner Trustee”, which term includes any successor entity under the
        Trust Agreement), a summary of certain of the pertinent provisions of which
        is
        set forth hereinafter. This Certificate is issued under and is subject to
        the
        terms, provisions and conditions of the Trust Agreement, to which Trust
        Agreement the Holder of this Certificate by virtue of the acceptance hereof
        assents and by which such Holder is bound.

       

      This
        Certificate is one of a duly authorized issue of Mortgage-Backed Certificates,
        Series 200_-__ (herein called the “Certificates”) issued under the Trust
        Agreement to which reference is hereby made for a statement of the respective
        rights thereunder of the Depositor, the Owner Trustee and the Holders of
        the
        Certificates and the terms upon which the Certificates are executed and
        delivered. All terms used in this Certificate which are defined in the Trust
        Agreement shall have the meanings assigned to them in the Trust Agreement.
        The
        Owner Trust Estate consists of the Mortgage Collateral in the [NAME OF TRUST]
        Series 200_-_ and a Surety Bond. The rights of the Holders of the Certificates
        are subordinated to the rights of the Holders of the Notes, as set forth
        in the
        Indenture.

       

      There
        will be distributed on the [twenty-fifth] day of each month or, if such
        [twenty-fifth] day is not a Business Day, the next Business Day (each, a
        “Payment Date”), commencing in _____________, to the Person in whose name this
        Certificate is registered at the close of business on the last Business Day
        of
        the month preceding the month of such Payment Date (the “Record Date”), such
        Certificateholder’s Percentage Interest (obtained by dividing the Denomination
        of this Certificate by the aggregate Denominations of all Certificates) in
        the
        amount to be distributed to Certificateholders on such Payment
        Date.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the funds on deposit in the Payment Account that have been
        released from the Lien of the Indenture for payment hereunder and that neither
        the Owner Trustee in its individual capacity nor the Depositor is personally
        liable to the Certificateholders for any amount payable under this Certificate
        or the Trust Agreement or, except as expressly provided in the Trust Agreement,
        subject to any liability under the Trust Agreement.

       

      The
        Holder of this Certificate acknowledges and agrees that its rights to receive
        distributions in respect of this Certificate are subordinated to the rights
        of
        the Noteholders as described in the Indenture, dated as of _____________
        __,
        200_ between the Trust and __________________________________, as Indenture
        Trustee (the “Indenture”).

       

      It
        is the
        intent of the Depositor and the Certificateholders that, for purposes of
        federal
        income, state and local income and single business tax and any other income
        taxes, the Trust will be treated [as a corporation]. The Depositor and each
        Certificateholder, by acceptance of a Certificate, agree to treat, and to
        take
        no action inconsistent with the treatment of, the Certificates for such tax
        purposes [as an equity interest in a corporation].

       

      Each
        Certificateholder, by its acceptance of a Certificate, covenants and agrees
        that
        such Certificateholder will not at any time institute against the Depositor,
        or
        join in any institution against the Depositor or the Trust of, any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings, or other
        proceedings under any United States federal or state bankruptcy or similar
        law
        in connection with any obligations relating to the Certificates, the Notes,
        the
        Trust Agreement or any of the Basic Documents.

       

      Distributions
        on this Certificate will be made as provided in the Trust Agreement by the
        Certificate Paying Agent by wire transfer or check mailed to the
        Certificateholder of record in the Certificate Register without the presentation
        or surrender of this Certificate or the making of any notation hereon. Except
        as
        otherwise provided in the Trust Agreement and notwithstanding the above,
        the
        final distribution on this Certificate will be made after due notice by the
        Certificate Paying Agent of the pendency of such distribution and only upon
        presentation and surrender of this Certificate at the office or agency
        maintained by the Certificate Registrar for that purpose by the Trust in
        the
        Borough of Manhattan, The City of New York.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      Unless
        the certificate of authentication hereon shall have been executed by an
        authorized officer of the Owner Trustee, or an authenticating agent by manual
        signature, this Certificate shall not entitle the Holder hereof to any benefit
        under the Trust Agreement or be valid for any purpose.

       

      THIS
        CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
        OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
        IN
        ACCORDANCE WITH SUCH LAWS.

       


      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
        individual capacity, has caused this Certificate to be duly
        executed.

      

        
          	 	
                  [NAME
                    OF TRUST] SERIES 200_-_

                
	 	 
	 	
                  by
                    _____________________, not in its

                
	 	
                  individual
                    capacity but solely as Owner Trustee

                
	 	 
	
                  Dated:                

                	 
	 	                    
	 	
                  Authorized
                    Signatory

                


        

      

       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within mentioned Trust
        Agreement.

       

                          ,

      not
        in
        its individual capacity

      but
        solely as Owner Trustee

       

      By:                    

      Authorized
        Signatory

       

      or                     

      as
        Authenticating Agent of the Trust

       

      By:                    

      Authorized
        Signatory

       


      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      [REVERSE
        OF CERTIFICATE]

       

      The
        Certificates do not represent an obligation of, or an interest in, the
        Depositor, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee
        or
        any Affiliates of any of them and no recourse may be had against such parties
        or
        their assets, except as expressly set forth or contemplated herein or in
        the
        Trust Agreement or the Basic Documents. In addition, this Certificate is
        not
        guaranteed by any governmental agency or instrumentality and is limited in
        right
        of payment to certain collections and recoveries with respect to the Mortgage
        Collateral, all as more specifically set forth herein. A copy of the Trust
        Agreement may be examined by any Certificateholder upon written request during
        normal business hours at the principal office of the Depositor and at such
        other
        places, if any, designated by the Depositor.

       

      The
        Trust
        Agreement permits the amendment thereof as specified below, provided that
        any
        amendment be accompanied by the consent of the Credit Enhancer and an Opinion
        of
        Counsel to the Owner Trustee to the effect that such amendment complies with
        the
        provisions of the Trust Agreement and will not cause the Trust to be subject
        to
        an entity level tax. If the purpose of the amendment is to correct any mistake,
        eliminate any inconsistency, cure any ambiguity or deal with any matter not
        covered, it shall not be necessary to obtain the consent of any Holder, but
        the
        Owner Trustee shall be furnished with a letter from the Rating Agencies that
        the
        amendment will not result in the downgrading or withdrawal of the rating
        then
        assigned to any Security. If the purpose of the amendment is to prevent the
        imposition of any federal or state taxes at any time that any Security is
        outstanding, it shall not be necessary to obtain the consent of the any Holder,
        but the Owner Trustee shall be furnished with an Opinion of Counsel that
        such
        amendment is necessary or helpful to prevent the imposition of such taxes
        and is
        not materially adverse to any Holder. If the purpose of the amendment is
        to add
        or eliminate or change any provision of the Trust Agreement, other than as
        specified in the preceding two sentences, the amendment shall require either
        (a)
        a letter from the Rating Agencies that the amendment will not result in the
        downgrading or withdrawal of the rating then assigned to any Security or
        (b) the
        consent of Holders of the Certificates evidencing a majority of the Percentage
        Interests of the Certificates and the Indenture Trustee; provided,
        however,
        that no
        such amendment shall (i) reduce in any manner the amount of, or delay the
        time
        of, payments received that are required to be distributed on any Certificate
        without the consent of the related Certificateholder, or (ii) reduce the
        aforesaid percentage of Certificates the Holders of which are required to
        consent to any such amendment without the consent of the Holders of all such
        Certificates then outstanding.

       

      As
        provided in the Trust Agreement and subject to certain limitations therein
        set
        forth, the transfer of this Certificate is registerable in the Certificate
        Register upon surrender of this Certificate for registration of transfer
        at the
        offices or agencies of the Certificate Registrar maintained by the Trust
        in the
        Borough of Manhattan, The City of New York, accompanied by a written instrument
        of transfer in form satisfactory to the Certificate Registrar duly executed
        by
        the Holder hereof or such Holder’s attorney duly authorized in writing, and
        thereupon one or more new Certificates of authorized denominations evidencing
        the same aggregate interest in the Trust will be issued to the designated
        transferee. The initial Certificate Registrar appointed under the Trust
        Agreement is __________________________________.

       


      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      


      Except
        as
        provided in the Trust Agreement, the Certificates are issuable only in minimum
        denominations of $10,000 and in integral multiples of $10,000 in excess thereof,
        except for one Certificate that may not be in an integral multiple of $10,000.
        As provided in the Trust Agreement and subject to certain limitations therein
        set forth, Certificates are exchangeable for new Certificates of authorized
        denominations evidencing the same aggregate denomination, as requested by
        the
        Holder surrendering the same. No service charge will be made for any such
        registration of transfer or exchange, but the Owner Trustee or the Certificate
        Registrar may require payment of a sum sufficient to cover any tax or
        governmental charge payable in connection therewith.

       

      The
        Owner
        Trustee, the Certificate Paying Agent, the Certificate Registrar and any
        agent
        of the Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar
        may treat the Person in whose name this Certificate is registered as the
        owner
        hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
        Agent, the Certificate Registrar or any such agent shall be affected by any
        notice to the contrary.

       

      The
        obligations and responsibilities created by the Trust Agreement and the Trust
        created thereby shall terminate (i) upon the final distribution of all moneys
        or
        other property or proceeds of the Owner Trust Estate in accordance with the
        terms of the Indenture and the Trust Agreement, (ii) the Payment Date in
        ____________, or (iii) upon the bankruptcy or insolvency of the Holder of
        the
        Designated Certificate and the satisfaction of other conditions specified
        in
        Section 8.02 of the Trust Agreement.

       


      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED the undersigned hereby sells, assigns and transfers unto

       

      PLEASE
        INSERT SOCIAL SECURITY OR

      OTHER
        IDENTIFYING NUMBER OF ASSIGNEE

       

        
          

        

      

      (Please
        print or type name and address, including postal zip code, of
        assignee)

       

        
          

        

      

      the
        within Certificate, and all rights thereunder, hereby irrevocably constituting
        and appointing to transfer said Certificate on the books of the Certificate
        Registrar, with full power of substitution in the premises.

       

      Dated:

      

        
          	 	 	
                  */

                
	 	
                  Signature
                    Guaranteed:

                	
                
	 	 	 
	 	 	
                  */

                
	 	 	 


        

      

       

                          

       

      */ NOTICE:
        The signature to this assignment must correspond with the name as it appears
        upon the face of the within Certificate in every particular, without alteration,
        enlargement or any change whatever. Such signature must be guaranteed by
        a
        member firm of the New York Stock Exchange or a commercial bank or trust
        company.

       


      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for the information of the Certificate
        Paying Agent:

       

      Distribution
        shall be made by wire transfer in immediately available funds to
        __________________________________________________ for the account of
        ________________________________________, account number ______________,
        or, if
        mailed by check, to ______________.

       

      Applicable
        statements should be mailed to__________________.

       

                              

      Signature
        of assignee or agent

      (for
        authorization of wire transfer only)

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

      TO
        THE
        TRUST AGREEMENT

       

      CERTIFICATE
        OF TRUST OF

      [NAME
        OF
        TRUST] SERIES 2000_-_

       

      THIS
        Certificate of Trust of [NAME OF TRUST] Series 2000_-_ (the “Trust”), dated
        ___________, ____, is being duly executed and filed by ______________________,
        a
        Delaware banking corporation, as trustee, to form a statutory trust under
        the
        Delaware Statutory Trust Act (12 Del. Code, §§. 3801 et seq.).

       

      1. NAME.
        The
        name of the statutory trust formed hereby is [NAME OF TRUST] Series
        2000_-_.

       

      2. DELAWARE
        TRUSTEE. The name and business address of the trustee of the Trust in the
        State
        of Delaware is ____________________, _______________, __________,
        ______________, Attention: ___________________________.

       

      IN
        WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
        executed this Certificate of Trust as of the date first above
        written.

       

       

                                              

      not
        in
        its individual capacity but solely as owner trustee under a Trust Agreement
        dated as of _________, ___,

       

      By:                        

      Name:

      Title:

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      [FORM
        OF
        RULE 144A INVESTMENT REPRESENTATION]

       

      Description
        of Rule 144A Securities, including numbers:

       

      _______________________________

      _______________________________

      _______________________________

      _______________________________

       

      The
        undersigned seller, as registered holder (the “Seller”), 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 Seller hereby certifies the
        following facts: Neither the Seller 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 Securities Act of 1933, as amended (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, and that
        the
        Seller 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 Owner Trustee and the
        Depositor (as defined in the Trust Agreement (the “Agreement”), dated as of
        _________, ____ between [Depositor], as Depositor and ______________________,
        as
        Owner Trustee pursuant to Section 3.05 of the Agreement and
        __________________________________ as indenture trustee, 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 Seller, the Indenture Trustee, the Owner Trustee
        or
        the Servicer.

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

      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 and has completed either of the forms of certification
        to
        that effect attached hereto as Annex 1 or Annex 2. 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 accounts 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 Seller, the Indenture
        Trustee, Owner Trustee, Servicer and the Depositor that either (1) the Buyer
        is
        (A) not an employee benefit plan (within the meaning of Section 3(3) of the
        Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or a
        plan (within the meaning of Section 4975(e)(1) of the Internal Revenue Code
        of
        1986 (“Code”)), which (in either case) is subject to ERISA or Section 4975 of
        the Code (both a “Plan”), and (B) is not directly or indirectly purchasing the
        Rule 144A Securities on behalf of, as investment manager of, as named fiduciary
        of, as trustee of, or with “plan assets” of a Plan, or (2) the Buyer understands
        that registration of transfer of any Rule 144A Securities to any Plan, or
        to any
        Person acting on behalf of any Plan, will not be made unless such Plan delivers
        an opinion of its counsel, addressed and satisfactory to the Certificate
        Registrar and the Depositor, to the effect that the purchase and holding
        of the
        Rule 144A Securities by, on behalf of or with “plan assets” of any Plan would
        not constitute or result in a prohibited transaction under Section 406 of
        ERISA
        or Section 4975 of the Code, and would not subject the Depositor, the Servicer,
        the Indenture Trustee or the Trust to any obligation or liability (including
        liabilities under ERISA or Section 4975 of the Code) in addition to those
        undertaken in the Agreement or any other liability.]


      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.

       


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, each of the parties has executed this document as of the
        date
        set forth below.

       

      
        	___________________________	 	___________________________
	
                Print
                  Name of Seller

              	 	
                Print
                  Name of Buyer

              
	 	 	 
	
                By:      

                Name:

                Title:

              	 	
                By:      

                Name:

                Title:

              
	 	 	 
	
                Taxpayer
                  Identification:

                 

                No.      

                Date:      

              	 	
                Taxpayer
                  Identification:

                 

                No.      

                Date:      

              
	 	 	 


      

      



      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      


      ANNEX
        1 TO EXHIBIT C

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Buyers Other Than Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows in connection with the Rule 144A
        Investment Representation to which this Certification is attached:

       

      1. As
        indicated below, the undersigned is the President, Chief Financial Officer,
        Senior Vice President or other executive officer of the Buyer.

       

      2. In
        connection with purchases by the Buyer, the Buyer is a “qualified institutional
        buyer” as that term is defined in Rule 144A under the Securities Act of 1933
        (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary
        basis $____________________ in securities (except for the excluded securities
        referred to below) as of the end of the Buyer’s most recent fiscal year (such
        amount being calculated in accordance with Rule 144A) and (ii) the Buyer
        satisfies the criteria in the category marked below.

       

      
        	 	
                ___

              	
                Corporation,
                  Etc.
                  The Buyer is a corporation (other than a bank, savings and loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or charitable organization described in Section
                  501(c)(3) of the Internal Revenue
                  Code.

              


      

       

      
        	 	
                ___

              	
                Bank.
                  The Buyer (a) is a national bank or banking institution organized
                  under
                  the laws of any State, territory or the District of Columbia, the
                  business
                  of which is substantially confined to banking and is supervised
                  by the
                  State or territorial banking commission or similar official or
                  is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth
                  of at least $25,000,000 as demonstrated in its latest annual financial
                  statements, a copy of which is attached
                  hereto.

              


      

       

      
        	 	
                ___

              	
                Savings
                  and Loan.
                  The Buyer (a) is a savings and loan association, building and loan
                  association, cooperative bank, homestead association or similar
                  institution, which is supervised and examined by a State or Federal
                  authority having supervision over any such institutions or is a
                  foreign
                  savings and loan association or equivalent institution and (b)
                  has an
                  audited net worth of at least $25,000,000 as demonstrated in its
                  latest
                  annual financial statements.

              


      

       

      
        	 	
                ___

              	
                Broker-Dealer.
                  The Buyer is a dealer registered pursuant to Section 15 of the
                  Securities
                  Exchange Act of 1934.

              


      


      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                ___

              	
                Insurance
                  Company.
                  The Buyer is an insurance company whose primary and predominant
                  business
                  activity is the writing of insurance or the reinsuring of risks
                  underwritten by insurance companies and which is subject to supervision
                  by
                  the insurance commissioner or a similar official or agency of a
                  State or
                  territory or the District of
                  Columbia.

              

  

      
        	 	
                ___

              	
                State
                  or Local Plan.
                  The Buyer is a plan established and maintained by a State, its
                  political
                  subdivisions, or any agency or instrumentality of the State or
                  its
                  political subdivisions, for the benefit of its
                  employees.

              


      

       

      
        	 	
                ___

              	
                ERISA
                  Plan.
                  The Buyer is an employee benefit plan within the meaning of Title
                  I of the
                  Employee Retirement Income Security Act of
                  1974.

              


      

       

      
        	 	
                ___

              	
                Investment
                  Adviser.
                  The Buyer is an investment adviser registered under the Investment
                  Advisers Act of 1940.

              


      

       

      
        	 	
                ___

              	
                SBIC.
                  The Buyer is a Small Business Investment Company licensed by the
                  U.S.
                  Small Business Administration under Section 301(c) or (d) of the
                  Small
                  Business Investment Act of 1958.

              


      

       

      
        	 	
                ___

              	
                Business
                  Development Company.
                  The Buyer is a business development company as defined in Section
                  202(a)(22) of the Investment Advisers Act of
                  1940.

              


      

       

      
        	 	
                ___

              	
                Trust
                  Fund.
                  The Buyer is a trust fund whose trustee is a bank or trust company
                  and
                  whose participants are exclusively (a) plans established and maintained
                  by
                  a State, its political subdivisions, or any agency or instrumentality
                  of
                  the State or its political subdivisions, for the benefit of its
                  employees,
                  or (b) employee benefit plans within the meaning of Title I of
                  the
                  Employee Retirement Income Security Act of 1974, but is not a trust
                  fund
                  that includes as participants individual retirement accounts or
                  H.R. 10
                  plans.

              


      

       

      3. The
        term
“Securities”
as
        used
        herein does
        not include
        (i)
        securities of issuers that are affiliated with the Buyer, (ii) securities
        that
        are part of an unsold allotment to or subscription by the Buyer, if the Buyer
        is
        a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
        participations, (v) repurchase agreements, (vi) securities owned but subject
        to
        a repurchase agreement and (vii) currency, interest rate and commodity
        swaps.

       

      4. For
        purposes of determining the aggregate amount of securities owned and/or invested
        on a discretionary basis by the Buyer, the Buyer used the cost of such
        securities to the Buyer and did not include any of the securities referred
        to in
        the preceding paragraph. Further, in determining such aggregate amount, the
        Buyer may have included securities owned by subsidiaries of the Buyer, but
        only
        if such subsidiaries are consolidated with the Buyer in its financial statements
        prepared in accordance with generally accepted accounting principles and
        if the
        investments of such subsidiaries are managed under the Buyer’s direction.
        However, such securities were not included if the Buyer is a majority-owned,
        consolidated subsidiary of another enterprise and the Buyer is not itself
        a
        reporting company under the Securities Exchange Act of 1934.

       


      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      


      5. The
        Buyer
        acknowledges that it is familiar with Rule 144A and understands that the
        seller
        to it and other parties related to the Certificates are relying and will
        continue to rely on the statements made herein because one or more sales
        to the
        Buyer may be in reliance on Rule 144A.

       

      
        	 	
                ___

              	
                ___

              	
                Will
                  the Buyer be purchasing the Rule
                  144A

              


      

      
        	 	
                Yes

              	
                No

              	
                Securities
                  only for the Buyer’s own account?

              


      

       

      6. If
        the
        answer to the foregoing question is “no”, the Buyer agrees that, in connection
        with any purchase of securities sold to the Buyer for the account of a third
        party (including any separate account) in reliance on Rule 144A, the Buyer
        will
        only purchase for the account of a third party that at the time is a “qualified
        institutional buyer” within the meaning of Rule 144A. In addition, the Buyer
        agrees that the Buyer will not purchase securities for a third party unless
        the
        Buyer has obtained a current representation letter from such third party
        or
        taken other appropriate steps contemplated by Rule 144A to conclude that
        such
        third party independently meets the definition of “qualified institutional
        buyer” set forth in Rule 144A.

       

      7. The
        Buyer
        will notify each of the parties to which this certification is made of any
        changes in the information and conclusions herein. Until such notice is given,
        the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of
        this certification as of the date of such purchase.

       

                              

      Print
        Name of Buyer

       

      By:      

      Name:

      Title:

       

      Date:      

       


      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      


      ANNEX
        2 TO EXHIBIT C

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Buyers That Are Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows in connection with the Rule 144A
        Investment Representation to which this Certification is attached:

       

      1. As
        indicated below, the undersigned is the President, Chief Financial Officer
        or
        Senior Vice President of the Buyer or, if the Buyer is a “qualified
        institutional buyer” as that term is defined in Rule 144A under the Securities
        Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
        Companies (as defined below), is such an officer of the Adviser.

       

      2. In
        connection with purchases by Buyer, the Buyer is a “qualified institutional
        buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
        company registered under the Investment Company Act of 1940, and (ii) as
        marked
        below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at
        least $100,000,000 in securities (other than the excluded securities referred
        to
        below) as of the end of the Buyer’s most recent fiscal year. For purposes of
        determining the amount of securities owned by the Buyer or the Buyer’s Family of
        Investment Companies, the cost of such securities was used.

       

      
        	 	
                ____

              	
                The
                  Buyer owned $___________________ in securities (other than the
                  excluded
                  securities referred to below) as of the end of the Buyer’s most recent
                  fiscal year (such amount being calculated in accordance with Rule
                  144A).

              


      

       

      
        	 	
                ____

              	
                The
                  Buyer is part of a Family of Investment Companies which owned in
                  the
                  aggregate $______________ in securities (other than the excluded
                  securities referred to below) as of the end of the Buyer’s most recent
                  fiscal year (such amount being calculated in accordance with Rule
                  144A).

              


      

       

      3. The
        term
“Family
        of Investment Companies”
as
        used
        herein means two or more registered investment companies (or series thereof)
        that have the same investment adviser or investment advisers that are affiliated
        (by virtue of being majority owned subsidiaries of the same parent or because
        one investment adviser is a majority owned subsidiary of the
        other).

       

      4. The
        term
“Securities”
as
        used
        herein does not include (i) securities of issuers that are affiliated with
        the
        Buyer or are part of the Buyer’s Family of Investment Companies, (ii) bank
        deposit notes and certificates of deposit, (iii) loan participations, (iv)
        repurchase agreements, (v) securities owned but subject to a repurchase
        agreement and (vi) currency, interest rate and commodity swaps.

       

      5. The
        Buyer
        is familiar with Rule 144A and understands that each of the parties to which
        this certification is made are relying and will continue to rely on the
        statements made herein because one or more sales to the Buyer will be in
        reliance on Rule 144A. In addition, the Buyer will only purchase for the
        Buyer’s
        own account.

       


      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      


      6. The
        undersigned will notify each of the parties to which this certification is
        made
        of any changes in the information and conclusions herein. Until such notice,
        the
        Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this
        certification by the undersigned as of the date of such purchase.

       

                              

      Print
        Name of Buyer

       

      By:      

      Name:

      Title:

      
         

        IF
          AN
          ADVISER:

        
           

          By:      

          Name:

          Title:

          
             

          

        

      

      Date:      

       

       

           

      
        
          
          

        

        
          C-8

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D

       

      CERTIFICATE
        OF NON-FOREIGN STATUS

       

      This
        Certificate of Non-Foreign Status (“certificate”) is delivered pursuant to
        Section 3.03 of the Trust Agreement, dated as of _________, ____ (the “Trust
        Agreement”), between Structured Asset Mortage Investments II Inc., as depositor
        and [NAME OF OWNER TRUSTEE], as Owner Trustee, in connection with the
        acquisition of, transfer to or possession by the undersigned, whether as
        beneficial owner (the “Beneficial Owner”), or nominee on behalf of the
        Beneficial Owner of the Mortgage-Backed Certificates, Series 200_-__ (the
        “Certificate”). Capitalized terms used but not defined in this certificate have
        the respective meanings given them in the Trust Agreement.

       

      Each
        holder must complete Part I, Part II (if the holder is a nominee), and in
        all
        cases sign and otherwise complete Part III. In addition, each holder shall
        submit with the Certificate an IRS Form W-9 relating to such
        holder.

       

      To
        confirm to the Trust that the provisions of Sections 871, 881 or 1446 of
        the
        Internal Revenue Code (relating to withholding tax on foreign partners) do
        not
        apply in respect of the Certificate held by the undersigned, the undersigned
        hereby certifies:

       

      Part
        I
        -  Complete
        Either A or B

       

      A. Individual
        as Beneficial Owner

       

      
        	 	
                1.

              	
                I
                  am (The Beneficial Owner is ) not a non-resident alien for purposes
                  of
                  U.S. income taxation;

              


      

       

      
        	 	
                2.

              	
                My
                  (The Beneficial Owner’s) name and home address
                  are:

              


      

       

                    

                      

                      ;
        and

       

      
        	 	
                3.

              	
                My
                  (The Beneficial Owner’s) U.S. taxpayer identification number (Social
                  Security Number) is
                  _______________________.

              


      

       

      B. Corporate,
        Partnership or Other Entity as Beneficial Owner

       

      
        	 	
                1.

              	
                __________________________
                  (Name of the Beneficial Owner) is not a foreign corporation, foreign
                  partnership, foreign trust or foreign estate (as those terms are
                  defined
                  in the Code and Treasury
                  Regulations;

              


      

       

      
        	 	
                2.

              	
                The
                  Beneficial Owner’s office address and place of incorporation (if
                  applicable) is _______________________________;
                  and

              


      

       

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.

              	
                The
                  Beneficial Owner’s U.S. employer identification number is
                  __________________________.

              


      

       

      Part
        II
        - Nominees

       

      If
        the
        undersigned is the nominee for the Beneficial Owner, the undersigned certifies
        that this certificate has been made in reliance upon information contained
        in:

       

      _____ an
        IRS
        Form W-9

       

      _____ a
        form
        such as this or substantially similar

       

      provided
        to the undersigned by an appropriate person and (i) the undersigned agrees
        to
        notify the Trust at least thirty (30) days prior to the date that the form
        relied upon becomes obsolete, and (ii) in connection with change in Beneficial
        Owners, the undersigned agrees to submit a new Certificate of Non-Foreign
        Status
        to the Trust promptly after such change.

       

      Part
        III
        - Declaration

       

      The
        undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify
        the
        Trust within sixty (60) days of the date that the Beneficial Owner becomes
        a
        foreign person. The undersigned understands that this certificate may be
        disclosed to the Internal Revenue Service by the Trust and any false statement
        contained therein could be punishable by fines, imprisonment or
        both.

       

      Under
        penalties of perjury, I declare that I have examined this certificate and
        to the
        best of my knowledge and belief it is true, correct and complete and will
        further declare that I will inform the Trust of any change in the information
        provided above, and, if applicable, I further declare that I have the authority*
        to sign this document.

       

      __________________________

      Name

       

      __________________________

      Title
        (if
        applicable)

       

      __________________________

      Signature
        and Date

       

      *Note: If
        signed
        pursuant to a power of attorney, the power of attorney must accompany this
        certificate.

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        E

       

      FORM
        OF
        INVESTMENT LETTER [NON-RULE 144A]

       

      [DATE]

       

      [Certificate
        Registrar]

       

      
        	 	
                Re:

              	
                [NAME
                  OF TRUST] Series 200_-_ Mortgage-Backed
                  Certificates,

              


        	 	 	
                Series
                  200_-__, (the “Certificates”)

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above-captioned Certificates, we certify
        that (a) we understand that the Certificates are not being registered under
        the
        Securities Act of 1933, as amended (the “Act”), or any state securities laws and
        are being transferred to us in a transaction that is exempt from the
        registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
        knowledge and experience in financial and business matters that we are capable
        of evaluating the merits and risks of investments in the Certificates, (c)
        we
        have had the opportunity to ask questions of and receive answers from the
        Depositor concerning the purchase of the Certificates and all matters relating
        thereto or any additional information deemed necessary to our decision to
        purchase the Certificates, (d) we are not an employee benefit plan that is
        subject to the Employee Retirement Income Security Act of 1974, as amended,
        or a
        plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
        as
        amended, nor are we acting on behalf of any such plan, (e) we are acquiring
        the
        Certificates for investment for our own account and not with a view to any
        distribution of such Certificates (but without prejudice to our right at
        all
        times to sell or otherwise dispose of the Certificates in accordance with
        clause
        (g) below), (f) we have not offered or sold any Certificates to, or solicited
        offers to buy any Certificates from, any person, or otherwise approached
        or
        negotiated with any person with respect thereto, or taken any other action
        which
        would result in a violation of Section 5 of the Act, and (g) we will not
        sell,
        transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
        or other disposition is made pursuant to an effective registration statement
        under the Act or is exempt from such registration requirements, and if
        requested, we will at our expense provide an opinion of counsel satisfactory
        to
        the addressees of this certificate that such sale, transfer or other disposition
        may be made pursuant to an exemption from the Act, (2) the purchaser or
        transferee of such Certificate has executed and delivered to you a certificate
        to substantially the same effect as this certificate, and (3) the purchaser
        or
        transferee has otherwise complied with any conditions for transfer set forth
        in
        the Trust Agreement.

       


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      Very
        truly yours,

       

      [TRANSFEREE]

       

      By:      

      Authorized
        Officer

       


      
        
          
          

        

        
          E-2