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                                 TRUST AGREEMENT


                                     between


                       GREENPOINT MORTGAGE SECURITIES LLC
                                     Sponsor

                                       and

                                 [OWNER TRUSTEE]
                                  Owner Trustee


                           Dated as of ________, 200_


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I Definitions..........................................................1

     SECTION 1.1.   Defined Terms..............................................1
     SECTION 1.2.   Other Definitional Provisions..............................2
     SECTION 1.3.   Action by or Consent of Noteholders and
                    Residual Certificateholders................................3

ARTICLE II Organization........................................................3

     SECTION 2.1.   Name.......................................................3
     SECTION 2.2.   Office.....................................................3
     SECTION 2.3.   Purposes and Powers........................................3
     SECTION 2.4.   Appointment of Owner Trustee...............................4
     SECTION 2.5.   Initial Capital Contribution of Trust Estate...............4
     SECTION 2.6.   Declaration of Trust.......................................4
     SECTION 2.7.   Liability..................................................5
     SECTION 2.8.   Title to Trust Property....................................5
     SECTION 2.9.   Situs of Trust.............................................5
     SECTION 2.10.  Representations and Warranties of the Sponsor..............5
     SECTION 2.11.  Federal Income Tax Allocations.............................6
     SECTION 2.12.  Covenants of the Sponsor...................................7
     SECTION 2.13.  Covenants of the Residual Certificateholders...............8

ARTICLE III [Reserved].........................................................9


ARTICLE IV Ownership of Trust Property; Residual Certificates and Transfer of
            Interests..........................................................9

     SECTION 4.1.   Trust Property Ownership...................................9
     SECTION 4.2.   The Residual Certificates..................................9
     SECTION 4.3.   Authentication of Residual Certificates....................9
     SECTION 4.4.   Registration of Transfer and Exchange of Residual
                    Certificates..............................................10
     SECTION 4.5.   Mutilated, Destroyed, Lost or Stolen Residual
                    Certificates..............................................10
     SECTION 4.6.   Persons Deemed Residual Certificateholders................11
     SECTION 4.7.   Access to List of Residual Certificateholders' Names and
                    Addresses.................................................11
     SECTION 4.8.   Maintenance of Office or Agency...........................11
     SECTION 4.9.   ERISA Restrictions........................................11
     SECTION 4.10.  Restrictions on Transfer of Residual Certificates.........12
     SECTION 4.11.  Acceptance of Obligations.................................13
     SECTION 4.12.  Distributions on Residual Certificates....................13

ARTICLE V Voting Rights and Other Actions.....................................13

     SECTION 5.1.   Prior Notice with Respect to Certain Matters..............13

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     SECTION 5.2.   Action by Residual Certificateholders with Respect to
                    Certain Matters...........................................14
     SECTION 5.3.   Action with Respect to Bankruptcy.........................15
     SECTION 5.4.   Restrictions on Residual Certificateholders' Power........15
     SECTION 5.5.   Majority Control..........................................16
     SECTION 5.6.   Rights of the Insurer.....................................16
     SECTION 5.7.   [Reserved]................................................16
     SECTION 5.8.   Insurer's Rights Regarding Actions, Proceedings or
                    Investigations............................................16

ARTICLE VI Certain Duties.....................................................18

     SECTION 6.1.   Accounting and Records to the Noteholders, Residual
                    Certificateholders, the Internal Revenue Service
                    and Others................................................18
     SECTION 6.2.   Signature on Returns; Tax Matters Partner.................18
     SECTION 6.3.   Underwriting Agreement....................................18

ARTICLE VII Authority and Duties of Owner Trustee.............................19

     SECTION 7.1.   General Authority.........................................19
     SECTION 7.2.   General Duties............................................19
     SECTION 7.3.   Action upon Instruction...................................19
     SECTION 7.4.   No Duties Except as Specified in this Agreement or in
                    Instructions..............................................20
     SECTION 7.5.   No Action Except under Specified Documents or
                    Instructions..............................................21
     SECTION 7.6.   Restrictions..............................................21

ARTICLE VIII Concerning the Owner Trustee.....................................21

     SECTION 8.1.   Acceptance of Trust and Duties............................21
     SECTION 8.2.   Furnishing of Documents...................................22
     SECTION 8.3.   Representations and Warranties............................22
     SECTION 8.4.   Reliance; Advice of Counsel...............................23
     SECTION 8.5.   Not Acting in Individual Capacity.........................23
     SECTION 8.6.   Owner Trustee Not Liable for Notes, Residual Certificates
                    or Mortgage Loans.........................................23
     SECTION 8.7.   Owner Trustee May Own Notes and Residual Certificates.....24
     SECTION 8.8.   Payments from Owner Trust Estate..........................24
     SECTION 8.9.   Doing Business in Other Jurisdictions.....................24

ARTICLE IX Compensation of Owner Trustee......................................25

     SECTION 9.1.   Owner Trustee's Fees and Expenses.........................25
     SECTION 9.2.   Indemnification...........................................25
     SECTION 9.3.   Payments to the Owner Trustee.............................25
     SECTION 9.4.   Non-recourse Obligations..................................25

ARTICLE X Termination of Trust Agreement......................................25

     SECTION 10.1.  Termination of Trust Agreement............................25

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ARTICLE XI Successor Owner Trustees and Additional Owner Trustees.............27

     SECTION 11.1.  Eligibility Requirements for Owner Trustee................27
     SECTION 11.2.  Resignation or Removal of Owner Trustee...................27
     SECTION 11.3.  Successor Owner Trustee...................................28
     SECTION 11.4.  Merger or Consolidation of Owner Trustee..................29
     SECTION 11.5.  Appointment of Co-Owner Trustee or Separate Owner Trustee.29

ARTICLE XII Miscellaneous.....................................................30

     SECTION 12.1.  Supplements and Amendments................................30
     SECTION 12.2.  No Legal Title to Owner Trust Estate in Residual
                    Certificateholders........................................31
     SECTION 12.3.  Limitations on Rights of Others...........................31
     SECTION 12.4.  Notices...................................................32
     SECTION 12.5.  Severability..............................................32
     SECTION 12.6.  Separate Counterparts.....................................32
     SECTION 12.7.  Assignments; Insurer......................................32
     SECTION 12.8.  No Petition...............................................33
     SECTION 12.9.  No Recourse...............................................33
     SECTION 12.10. Headings..................................................33
     SECTION 12.11. GOVERNING LAW.............................................33
     SECTION 12.12. Servicer..................................................33

EXHIBITS

Exhibit A    Form of Residual Certificate
Exhibit B    Form of Certificate of Trust

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                  TRUST AGREEMENT dated as of ________,  200_ (the  "AGREEMENT")
between GREENPOINT MORTGAGE SECURITIES LLC, a Delaware limited liability company
(the "SPONSOR"), and [OWNER TRUSTEE], as Owner Trustee.

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION  1.1.   DEFINED  TERMS.   For  the  purposes  of  this
Agreement,  the  following  terms shall have the meanings  set forth below.  All
other  capitalized terms used herein but not defined shall have the meanings set
forth in Annex A to the Indenture dated as of ________,  200_ (the "INDENTURE"),
between  the Issuer and the  Indenture  Trustee,  as the same may be amended and
supplemented from time to time.

                  "AFFILIATE" shall mean with respect to any specified Person, a
Person that directly, or indirectly through one or more intermediaries, controls
or is  controlled  by, or is under common  control  with,  or owns,  directly or
indirectly, 50% or more of, the Person specified.

                  "AGREEMENT"  shall mean this Trust Agreement,  as the same may
be amended and supplemented from time to time.

                  "BENEFIT PLAN" shall have the meaning assigned to such term in
Section 4.9.

                  "CERTIFICATE  OF TRUST" shall mean the Certificate of Trust in
the form of Exhibit C to be filed for the Trust  pursuant to Section  3810(a) of
the Statutory Trust Statute.

                  "CERTIFICATE REGISTER" and "CERTIFICATE  REGISTRAR" shall mean
the register  maintained and the registrar  respectively  appointed  pursuant to
Section 4.4.

                  "DEFINITIVE   RESIDUAL   CERTIFICATES"   shall  mean  Residual
Certificates issued in certificated, fully registered form.

                  "EXPENSES"  shall have the  meaning  assigned  to such term in
Section 9.2.

                  "INDEMNIFIED  PARTIES" shall have the meaning assigned to such
term in Section 9.2.

                  "INSTRUCTING  PARTY"  shall have the meaning  assigned to such
term in Section 7.3.

                  "OWNER TRUST ESTATE" shall mean all right,  title and interest
of the Trust in and to the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing  Agreement,  all funds on deposit from time
to time in the Collection  Account and all other property of the Trust from time
to time,  including any rights of the Issuer  pursuant to the Sale and Servicing
Agreement and any rights of the Sponsor, in its capacity as Purchaser,  pursuant
to the Mortgage Loan Purchase Agreement.

                  "PROPOSER"  shall have the  meaning  ascribed to it in Section
5.2(b) herein.

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                  "RESIDUAL   CERTIFICATE"   shall  mean  a  trust   certificate
evidencing the beneficial ownership interest of a Residual  Certificateholder in
the Trust, substantially in the form of Exhibit B attached hereto.

                  "RESIDUAL  CERTIFICATEHOLDER"  shall  mean the Person in whose
name a Residual Certificate is registered on the Certificate Register.

                  "SECRETARY  OF STATE" shall mean the Secretary of State of the
State of Delaware.

                  "SECURITY  MAJORITY" shall mean a majority by principal amount
of the  Noteholders  so long as the  Notes are  outstanding  and a  majority  by
principal amount of the Residual Certificateholders thereafter.

                  "STATUTORY TRUST STATUTE" shall mean Chapter 38 of Title 12 of
the Delaware Code, 12 DEL. CODE ss. 3801 ET SEQ. as the same may be amended from
time to time.



                  "TREASURY  REGULATIONS"  shall  mean  regulations,   including
proposed or temporary regulations, promulgated under the Code. References herein
to specific  provisions  of  proposed or  temporary  regulations  shall  include
analogous  provisions of final Treasury  Regulations or other successor Treasury
Regulations.

                  SECTION 1.2. OTHER DEFINITIONAL PROVISIONS.

                  (a) All terms defined in this 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 Agreement and in any  certificate or other
document  made or delivered  pursuant  hereto or thereto,  accounting  terms not
defined in this  Agreement or in any such  certificate  or other  document,  and
accounting  terms partly defined in this 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 as in effect on the
date of this Agreement or any such certificate or other document, as applicable.
To the extent that the  definitions of accounting  terms in this 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  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  Agreement  shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section and Exhibit
references  contained in this  Agreement are references to Sections and Exhibits
in or to this Agreement  unless  otherwise  specified;  and the term "including"
shall mean "including without limitation."

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                  (d) The definitions contained in this 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.

                  SECTION 1.3.  ACTION BY OR CONSENT OF NOTEHOLDERS AND RESIDUAL
CERTIFICATEHOLDERS.

                  (a) Whenever any provision of this Agreement  refers to action
to be taken,  or consented to, by  Noteholders  or Residual  Certificateholders,
such  provision  shall  be  deemed  to  refer  to  the  Noteholder  or  Residual
Certificateholder,  as  the  case  may  be,  of  record  as of the  Record  Date
immediately  preceding the date on which such action is to be taken,  or consent
given, by Noteholders or Residual Certificateholders. Solely for the purposes of
any  action  to  be  taken,   or  consented  to,  by   Noteholders  or  Residual
Certificateholders,  any  Note  or  Certificate  Registered  in the  name of the
Sponsor  or any  Affiliate  thereof  shall  be  deemed  not  to be  outstanding;
PROVIDED,  HOWEVER,  that,  solely for the  purpose of  determining  whether the
Indenture  Trustee is entitled  to rely upon any such  action or  consent,  only
Notes or  Residual  Certificates  which  the  Owner  Trustee,  or the  Indenture
Trustee, respectively, knows to be so owned shall be so disregarded.

                                   ARTICLE II

                                  ORGANIZATION

                  SECTION 2.1. NAME.  There is hereby formed a trust to be known
as "GreenPoint  Home Equity Loan Trust 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 2.2.  OFFICE.  The office of the Trust shall be in the
care of the Owner Trustee at the Corporate Trust Office or at such other address
as  the  Owner  Trustee  may  designate  by  written   notice  to  the  Residual
Certificateholders, the Insurer and the Sponsor.

                  SECTION 2.3. PURPOSES AND POWERS.

                  (a) The  purpose of the Trust is, and the Trust shall have the
power and authority, to engage in the following activities:

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

                  (ii) to assign, grant, transfer,  pledge,  mortgage and convey
         the  Owner  Trust  Estate  to the  Indenture  Trustee  on behalf of the
         Noteholders and for the benefit of the Insurer and to hold,  manage and
         distribute to the Residual  Certificateholders pursuant to the terms of
         the Sale and Servicing  Agreement any portion of the Owner Trust Estate
         released  from the Lien of, and remitted to the Trust  pursuant to, the
         Indenture;

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                  (iii) with the  proceeds of the sale of the Notes,  to pay the
         organizational, start-up and transactional expenses of the Trust and to
         pay the  balance  to the  Sponsor  pursuant  to the Sale and  Servicing
         Agreement;

                  (iv)  to  enter  into,   execute,   deliver  and  perform  its
         obligations under the Basic Documents to which it is 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; 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 Noteholders and the Residual Certificateholders.

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 Agreement or the Basic
Documents.

                  SECTION 2.4.  APPOINTMENT OF OWNER TRUSTEE. The Sponsor 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.

                  SECTION 2.5. INITIAL CAPITAL CONTRIBUTION OF TRUST ESTATE. The
Sponsor  hereby sells,  assigns,  transfers,  conveys and sets over to the Owner
Trustee,  as of the  date  hereof,  the  sum of $1.  The  Owner  Trustee  hereby
acknowledges  receipt in trust from the Sponsor,  as of the date hereof,  of the
foregoing  contribution,  which shall  constitute the initial Owner Trust Estate
and shall be deposited  in the  Collection  Account.  On or prior to the Closing
Date, the Owner Trustee will also, upon receipt  thereof,  acknowledge on behalf
of the Trust  receipt of the Mortgage  Loans  pursuant to the Sale and Servicing
Agreement.  The Sponsor shall pay  organizational  expenses of the Trust as they
may arise or shall,  upon the request of the Owner Trustee,  promptly  reimburse
the Owner Trustee for any such expenses paid by the Owner Trustee.

                  SECTION 2.6.  DECLARATION  OF TRUST.  The Owner Trustee hereby
declares  that it will hold the Owner Trust  Estate in trust upon and subject to
the  conditions  set  forth  herein  for  the use and  benefit  of the  Residual
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  Agreement
constitute the governing instrument of such statutory trust. It is the intention
of the parties hereto that,  solely for income tax purposes,  the Trust shall be
treated as a branch; PROVIDED,  HOWEVER, that in the event Residual Certificates
are owned by more than one Residual  Certificateholder,  it is the  intention of
the parties hereto that, solely for income and franchise tax purposes, the Trust
shall then be treated as a partnership and that,  unless  otherwise  required by
appropriate tax  authorities,  only after such time 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 partnership for such tax
purposes.  Effective as of the date  hereof,  the Owner  Trustee  shall have all
rights,  powers and duties set

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forth herein and to the extent not inconsistent herewith, in the Statutory Trust
Statute  with  respect to  accomplishing  the  purposes of the Trust.  The Owner
Trustee shall file the Certificate of Trust with the Secretary of State.

                  SECTION  2.7.  LIABILITY.  No Holder  shall have any  personal
liability for any liability or obligation of the Trust.

                  SECTION 2.8. TITLE TO TRUST PROPERTY.

                  (a) Legal title to all 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.

                  (b) The Holders  shall not have legal title to any part of the
Trust  Property.  The Holders  shall be entitled to receive  distributions  with
respect to their undivided  ownership  interest  therein only in accordance with
the Basic  Documents.  No transfer,  by operation  of law or  otherwise,  of any
right,  title or interest by any  Residual  Certificateholder  of its  ownership
interest in the Owner Trust Estate shall operate to terminate  this 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 Trust Property.

                  SECTION  2.9.  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 New York.  Payments  will be  received by the Trust only in Delaware or
New York and payments  will be made by the Trust only from Delaware or New York.
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,  the Servicer or any agent of the Trust from having employees within or
without  the State of  Delaware.  The only  office  of the Trust  will be at the
Corporate Trust Office in Delaware.

                  SECTION 2.10.  REPRESENTATIONS  AND WARRANTIES OF THE SPONSOR.
The Sponsor  makes the  following  representations  and  warranties on which the
Owner  Trustee  relies in accepting  the Owner Trust Estate in trust and issuing
the Notes and the  Residual  Certificates  and upon which the Insurer  relies in
issuing the Policy.

                  (a) The Sponsor is duly  organized  and validly  existing as a
Delaware  limited  liability  company  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  and is  proposed  to be  conducted
pursuant to this Agreement and the Basic Documents;

                  (b) It is duly  qualified to do business as a foreign  company
in good standing, and has obtained all necessary licenses and approvals,  in all
jurisdictions  in which the ownership or lease of its  property,  the conduct of
its business and the performance of its obligations under this Agreement and the
Basic Documents requires such qualification;

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                  (c) The  Sponsor  has the power and  authority  to execute and
deliver this Agreement and to carry out its terms; this Agreement, when executed
and  delivered  by the Sponsor,  will  constitute  the legal,  valid and binding
obligations of the Sponsor,  enforceable in accordance with its terms, except as
such  enforceability may be limited by bankruptcy,  insolvency,  reorganization,
moratorium  or other  similar laws  affecting  creditors'  rights  generally and
general equitable  principles;  the Sponsor has full power and authority to sell
and assign the property to be sold and assigned to and deposited  with the Trust
and the Sponsor has duly  authorized such sale and assignment and deposit to the
Trust by all necessary  action;  and the execution,  delivery and performance of
this Agreement has been duly authorized by the Sponsor by all necessary action;

                  (d)  No  consent,   license,   approval  or  authorization  or
registration or declaration with, any Person or with any governmental authority,
bureau or agency is  required  in  connection  with the  execution,  delivery or
performance of this Agreement and the Basic  Documents,  except for such as have
been obtained, effected or made;

                  (e) The consummation of the transactions  contemplated by this
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  certificate of formation
or operating agreement of the Sponsor,  or any material indenture,  agreement or
other  instrument  to which the Sponsor 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 Sponsor's knowledge, any order, rule or regulation applicable to the
Sponsor of any court or of any Federal or state regulatory body,  administrative
agency  or  other  governmental  instrumentality  having  jurisdiction  over the
Sponsor or its properties; and

                  (f) There are no proceedings or investigations  pending or, to
its  knowledge  threatened  against  it  before  any  court,   regulatory  body,
administrative agency or other tribunal or governmental  instrumentality  having
jurisdiction  over the Sponsor or its properties (A) asserting the invalidity of
this  Agreement  or any of the Basic  Documents,  (B)  seeking  to  prevent  the
issuance of the Notes or the Residual Certificates or the consummation of any of
the  transactions  contemplated by this Agreement or any of the Basic Documents,
(C) seeking any  determination  or ruling that might  materially  and  adversely
affect  its   performance  of  its   obligations   under,  or  the  validity  or
enforceability of, this Agreement or any of the Basic Documents,  or (D) seeking
to adversely affect the federal income tax or other federal,  state or local tax
attributes of the Notes or the Residual Certificates.

                  SECTION 2.11. FEDERAL INCOME TAX ALLOCATIONS.  (a) For so long
as the Trust has a single  owner  for  federal  income  tax  purposes,  it will,
pursuant to Treasury Regulations  promulgated under section 7701 of the Code, be
disregarded as an entity  distinct from the Residual  Certificateholder  for all
federal income tax purposes.  Accordingly,  for federal income tax purposes, the
Residual Certificateholder will be treated as (i) owning all assets owned by the
Trust and (ii) having  incurred  all  liabilities  incurred by the Trust and all
transactions  between  the  Trust  and the  Residual  Certificateholder  will be
disregarded.

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                  (b)   Neither   the   Owner    Trustee   nor   any    Residual
Certificateholder  will,  under  any  circumstances,  and at any  time,  make an
election on IRS Form 8832 or otherwise,  to classify the Trust as an association
taxable as a corporation for federal, state or any other applicable tax purpose.

                  (c) In the event that the Trust is  treated  as a  partnership
for  federal  income  tax  purposes,  net  income  of the Trust for any month as
determined for federal income tax purposes (and each item of income, gain, loss,
credit and deduction entering into the computation  thereof) shall be allocated:
(i) to the extent of available net income, among the Residual Certificateholders
and the Holders of any other securities  treated as equity in the partnership as
of the first Record Date following the end of such month, in proportion to their
ownership of principal  amount of Residual  Certificates and any such securities
on such date; (ii) to the Sponsor, to the extent of any remaining net income.

                  If the net  income of the Trust for any month is  insufficient
for the allocations  described in clause (i) above,  subsequent net income shall
first be allocated to make up such shortfall  before being allocated as provided
in clause (ii). Net losses of the Trust, if any, for any month as determined for
federal  income tax purposes (and each item of income,  gain,  loss,  credit and
deduction  entering into the  computation  thereof) shall be allocated among the
Residual  Certificateholders  and the Holders of any other securities treated as
equity in the partnership as of the Record Date in proportion to their ownership
percentage of principal amount of Residual Certificates and any such securities,
respectively,  on such Record Date until the  principal  balance of the Residual
Certificates  and any such  securities  is  reduced  to  zero.  The  Sponsor  is
authorized  to  modify  the  allocations  in  this  paragraph  if  necessary  or
appropriate,  in its sole discretion,  for the allocations to fairly reflect the
economic income, gain or loss to the Residual Certificateholders and the Holders
of any other securities  treated as equity in the  partnership,  or as otherwise
required by the Code.

                  SECTION 2.12. COVENANTS OF THE SPONSOR. The Sponsor agrees and
covenants  for the benefit of each Residual  Certificateholder,  the Insurer and
the Owner Trustee, during the term of this Agreement,  and to the fullest extent
permitted by applicable law, that:

                  (a) it  shall  not  create,  incur  or  suffer  to  exist  any
indebtedness  or engage in any business,  except,  in each case, as permitted by
its certificate of formation, its operating agreement and the Basic Documents;

                  (b) it shall not, for any reason,  institute  proceedings  for
the  Trust  to be  adjudicated  a  bankrupt  or  insolvent,  or  consent  to the
institution of bankruptcy or insolvency proceedings against the Trust, or file a
petition seeking or consenting to  reorganization or relief under any applicable
federal or state law relating to the bankruptcy of the Trust,  or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar  official)  of the Trust or a  substantial  part of the  property of the
Trust or cause or permit  the Trust to make any  assignment  for the  benefit of
creditors,  or admit in  writing  the  inability  of the  Trust to pay its debts
generally as they become due, or declare or effect a  moratorium  on the debt of
the Trust or take any action in furtherance of any such action;

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<PAGE>

                  (c) it shall  obtain  from  each  counterparty  to each  Basic
Document  to which it or the Trust is a party and each other  agreement  entered
into on or  after  the date  hereof  to  which  it or the  Trust is a party,  an
agreement by each such  counterparty  that prior to the  occurrence of the event
specified in Section 10.1(e) such counterparty shall not institute  against,  or
join any other Person in instituting  against,  it or the Trust, any bankruptcy,
reorganization,  arrangement,  insolvency or  liquidation  proceedings  or other
similar  proceedings  under  the laws of the  United  States or any state of the
United States; and

                  (d) it shall  not,  for any  reason,  withdraw  or  attempt to
withdraw  from this  Agreement,  dissolve,  institute  proceedings  for it to be
adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy
or insolvency  proceedings  against it, or file a petition seeking or consenting
to reorganization  or relief under any applicable  federal or state law relating
to  bankruptcy,  or  consent  to  the  appointment  of a  receiver,  liquidator,
assignee,  trustee,  sequestrator  (or  other  similar  official)  of  it  or  a
substantial  part of its  property,  or make any  assignment  for the benefit of
creditors,  or admit in writing its inability to pay its debts generally as they
become due, or declare or effect a moratorium  on its debt or take any action in
furtherance of any such action.

                  SECTION  2.13.  COVENANTS OF THE RESIDUAL  CERTIFICATEHOLDERS.
Each Residual Certificateholder agrees:

                  (a) to be bound by the terms and  conditions  of the  Residual
Certificates  and of this  Agreement,  including any  supplements  or amendments
hereto and to perform the  obligations  of a Residual  Certificateholder  as set
forth therein or herein, in all respects as if it were a signatory hereto.  This
undertaking is made for the benefit of the Trust, the Owner Trustee, the Insurer
and all other Residual Certificateholders present and future;

                  (b)  to  hereby   appoint   the   Sponsor  as  such   Residual
Certificateholder's  agent and  attorney-in-fact  to sign any federal income tax
information  return  filed on behalf of the Trust,  if any,  and agree that,  if
requested by the Trust, it will sign such federal income tax information  return
in  its  capacity  as  holder  of  an  interest  in  the  Trust.  Each  Residual
Certificateholder  also  hereby  agrees that in its tax returns it will not take
any position  inconsistent with those taken in any tax returns that may be filed
by the Trust;

                  (c) if  such  Residual  Certificateholder  is  other  than  an
individual or other entity holding its Residual Certificate through a broker who
reports  securities  sales on Form  1099-B,  to notify the Owner  Trustee of any
transfer by it of a Residual  Certificate in a taxable sale or exchange,  within
30 days of the date of the transfer; and

                  (d) until the  completion  of the events  specified in Section
10.1(e),  not to, for any  reason,  institute  proceedings  for the Trust or the
Sponsor to be adjudicated a bankrupt or insolvent, or consent to the institution
of bankruptcy or insolvency  proceedings  against the Trust,  or file a petition
seeking or consenting to reorganization  or relief under any applicable  federal
or state  law  relating  to  bankruptcy,  or  consent  to the  appointment  of a
receiver,   liquidator,   assignee,  trustee,  sequestrator  (or  other  similar
official) of the Sponsor or the Trust or a substantial part of its property,  or
cause or permit the Sponsor or the Trust to make any  assignment for the benefit

                                       8
<PAGE>

of its creditors,  or admit in writing its inability to pay its debts  generally
as they become due,  or declare or effect a  moratorium  on its debt or take any
action in furtherance of any such action.

                  Except as provided in Section 2.13,  and  notwithstanding  any
other provision to the contrary in this Agreement, no Residual Certificateholder
other than the Sponsor in its capacity as the "Sponsor"  shall be deemed to have
adopted, be bound by, or succeed in any way to any representation by, or duty of
indemnification by or any other duty of, the Sponsor,  including those contained
in Sections 2.10, 2.12, 4.6, 9.2 or elsewhere herein.

                                  ARTICLE III

                                   [RESERVED]

                                   ARTICLE IV

  OWNERSHIP OF TRUST PROPERTY; RESIDUAL CERTIFICATES AND TRANSFER OF INTERESTS

                  SECTION 4.1. TRUST PROPERTY  OWNERSHIP.  Upon the formation of
the Trust by the  contribution by the Sponsor pursuant to Section 2.5, the Owner
Trustee,   contemporaneously   therewith,  having  full  power,  authority,  and
authorization  to  do  so,  has  executed,  authenticated,  dated,  issued,  and
delivered,  in the name and on behalf of the Trust,  to the Sponsor,  one (1) or
more Residual Certificates  representing in the aggregate a 100% interest in the
Trust,  and has  registered  such  Residual  Certificate(s)  on the  Certificate
Register in the name of the Sponsor.  The Sponsor shall be the sole  beneficiary
of the Trust. Such Residual Certificate(s) are duly authorized,  validly issued,
and entitled to the benefits of this Agreement. For so long as the Sponsor shall
own such 100% interest in the Trust,  the Sponsor  shall be the sole  beneficial
owner of the  Trust.  The  Sponsor  shall at all times  keep and own a  Residual
Certificate or Residual Certificates  representing no less than 1% interest, and
at no time  will the  Sponsor  sell or  alienate  its  interest  represented  by
Residual  Certificate(s)  in such a way as to reduce  its  aggregate  beneficial
ownership in the Residual Certificates to less than 1%.

                  SECTION 4.2. THE  RESIDUAL  CERTIFICATES.  Except for Residual
Certificates issued to the Sponsor, the Residual Certificates shall be issued in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.  The
Residual  Certificates  shall be  executed  on  behalf of the Trust by manual or
facsimile  signature of an  authorized  officer of the Owner  Trustee.  Residual
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
Agreement,  notwithstanding  that such  individuals  or any of them  shall  have
ceased to be so  authorized  prior to the  authentication  and  delivery of such
Residual Certificates or did not hold such offices at the date of authentication
and  delivery  of  such  Residual  Certificates.  A  transferee  of  a  Residual
Certificate shall become a Residual  Certificateholder  and shall be entitled to
the  rights  and  subject to the  obligations  of a Residual  Certificateholder,
hereunder,   upon  due  registration  of  such  Residual   Certificate  in  such
transferee's name pursuant to Section 4.4.

                  SECTION   4.3.   AUTHENTICATION   OF  RESIDUAL   CERTIFICATES.
Concurrently  with the initial sale of the Mortgage  Loans to the Trust pursuant
to the Sale and Servicing Agreement,  the

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<PAGE>

Owner Trustee shall cause the Residual  Certificates to be executed on behalf of
the Trust,  authenticated  and  delivered  to or upon the  written  order of the
Sponsor,  signed  by its  chairman  of the  board,  its  president  or any  vice
president,  its treasurer or any assistant  treasurer  without further action by
the Sponsor, in authorized denominations.  No Residual Certificate shall entitle
its  holder  to any  benefit  under  this  Agreement,  or shall be valid for any
purpose, unless there shall appear on such Residual Certificate a certificate of
authentication substantially in the form set forth in Exhibit A (with respect to
a Residual  Certificate),  executed by the Owner Trustee,  by manual  signature;
such  authentication  shall  constitute  conclusive  evidence that such Residual
Certificate  shall have been duly  authenticated  and delivered  hereunder.  All
Residual Certificates shall be dated the date of their authentication.

                  SECTION 4.4. REGISTRATION OF TRANSFER AND EXCHANGE OF RESIDUAL
CERTIFICATES . The Certificate  Registrar shall keep or cause to be kept, at the
office or agency maintained  pursuant to Section 4.8, a Certificate  Register in
which,  subject to such  reasonable  regulations as it may prescribe,  the Owner
Trustee  shall  provide for the  registration  of Residual  Certificates  and of
transfers and exchanges of Residual  Certificates as herein provided.  The Owner
Trustee shall be the initial Certificate Registrar.

                  In furtherance of and not in limitation of the foregoing, each
Residual   Certificateholder,   by  acceptance  of  its  Residual   Certificate,
specifically  acknowledges  that it has no right to or interest in any monies at
any time held in the Trust Estate  prior to the release of such monies  pursuant
to Section 8.7(d)(xiii) of the Indenture, as appropriate, such monies being held
in trust for the benefit of the Noteholders and the Insurer. Notwithstanding the
foregoing,  in the event that it is ever  determined that the monies held in the
Trust Estate constitute a pledge of collateral,  then the provisions of the Sale
and Servicing  Agreement shall be considered to constitute a security  agreement
and  the  Sponsor  and  the  Residual  Certificateholders  hereby  grant  to the
Indenture Trustee and the Insurer a first priority  perfected  security interest
in such amounts. In addition, each Residual Certificateholder,  by acceptance of
its Residual  Certificate  hereby  appoints the Sponsor as its agent to pledge a
first priority  perfected security interest in the Trust Estate, and any amounts
held  therein  from time to time to the  Indenture  Trustee  and the Insurer and
agrees to execute and deliver such instruments of conveyance, assignment, grant,
confirmation,  etc.,  as well as any financing  statements,  in each case as the
Insurer shall  consider  reasonably  necessary in order to perfect the Indenture
Trustee's security interest in the Mortgage Loans.

                  SECTION 4.5.  MUTILATED,  DESTROYED,  LOST OR STOLEN  RESIDUAL
CERTIFICATES.  If (a) any mutilated Residual 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 Residual
Certificate and (b) there shall be delivered to the Certificate  Registrar,  the
Owner  Trustee and the Insurer such  security or indemnity as may be required by
them to save each of them  harmless,  then in the  absence  of notice  that such
Residual  Certificate  shall have been  acquired by a bona fide  purchaser,  the
Owner  Trustee on behalf of the Trust shall  execute and the Owner Trustee shall
authenticate  and  deliver,  in exchange  for or in lieu of any such  mutilated,
destroyed,  lost or stolen  Residual  Certificate,  a new Residual  Certificate,
respectively,  of like class,  tenor and  denomination.  In connection  with the
issuance of any new Residual  Certificate under this Section,  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

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<PAGE>

therewith.  Any duplicate  Residual  Certificate issued pursuant to this Section
shall constitute  conclusive  evidence of an ownership interest in the Trust, as
if  originally  issued,  whether or not the lost,  stolen or destroyed  Residual
Certificate shall be found at any time.

                  SECTION 4.6. PERSONS DEEMED RESIDUAL CERTIFICATEHOLDERS. Every
Person by virtue of becoming a Residual  Certificateholder  in  accordance  with
this Agreement and the rules and regulations of the Certificate  Registrar shall
be deemed to be bound by the terms of this Agreement.  Prior to due presentation
of a Residual  Certificate for registration of transfer,  the Owner Trustee, the
Certificate  Registrar and the Insurer and any agent of the Owner  Trustee,  the
Certificate  Registrar  and the Insurer,  may treat the Person in whose name any
Residual  Certificate  shall be  registered in the  Certificate  Register as the
owner of such Residual  Certificate  for the purpose of receiving  distributions
pursuant to the Sale and Servicing Agreement and the Indenture and for all other
purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or
the Insurer nor any agent of the Owner Trustee, the Certificate Registrar or the
Insurer shall be bound by any notice to the contrary.

                  SECTION  4.7.  ACCESS TO LIST OF RESIDUAL  CERTIFICATEHOLDERS'
NAMES AND ADDRESSES. The Owner Trustee shall furnish or cause to be furnished to
the  Servicer,  the Sponsor or the Insurer,  within 15 days after receipt by the
Owner Trustee of a request therefor from such Person in writing,  a list, of the
names and  addresses  of the Residual  Certificateholders  as of the most recent
Record Date.  If three or more Holders of Residual  Certificates  or one or more
Holders of  Residual  Certificates  evidencing  not less than 25% by  Percentage
Interest apply in writing to the Owner Trustee, and such application states that
the applicants desire to communicate with other Residual Certificateholders with
respect to their rights under this Agreement or under the Residual  Certificates
and such  application is accompanied  by a copy of the  communication  that such
applicants  propose to  transmit,  then the Owner  Trustee  shall,  within  five
Business  Days after the receipt of such  application,  afford  such  applicants
access   during  normal   business   hours  to  the  current  list  of  Residual
Certificateholders.   Each  Holder,   by   receiving   and  holding  a  Residual
Certificate,  shall be deemed to have agreed not to hold any of the Sponsor, the
Servicer,  the Owner Trustee or the Insurer or any agent thereof  accountable by
reason of the disclosure of its name and address,  regardless of the source from
which such information was derived.

                  SECTION  4.8.  MAINTENANCE  OF  OFFICE  OR  AGENCY.  The Owner
Trustee shall maintain in Wilmington, Delaware an office or offices or agency or
agencies where Residual  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 Residual  Certificates  and the Basic Documents may be served.
The Owner  Trustee  initially  designates  its  Corporate  Trust Office for such
purposes. The Owner Trustee shall give prompt written notice to the Sponsor, the
Residual Certificateholders and the Insurer of any change in the location of the
Certificate Register or any such office or agency.

                  SECTION 4.9. ERISA RESTRICTIONS. The Residual Certificates may
not be  acquired  by or for the  account  of (i) an  employee  benefit  plan (as
defined in Section 3(3) of ERISA) that is subject to the  provisions  of Title I
of ERISA, (ii) a plan described in Section  4975(e)(1) of the Code, or (iii) any
entity  whose  underlying  assets  include  plan  assets  by  reason of a plan's
investment in the entity (each, a "BENEFIT PLAN").  By accepting and holding its

                                       11
<PAGE>

beneficial  ownership interest in its Residual  Certificate,  the Holder thereof
shall be deemed to have represented and warranted that it is not a Benefit Plan.

                  SECTION   4.10.   RESTRICTIONS   ON   TRANSFER   OF   RESIDUAL
CERTIFICATES.

                  (a) The Residual Certificates shall be assigned,  transferred,
exchanged, pledged, financed,  hypothecated or otherwise conveyed (collectively,
for  purposes  of this  Section  4.10 and any  other  Section  referring  to the
Residual  Certificates,  "transferred"  or a "transfer") only in accordance with
this Section 4.10.

                  (b) No transfer of a Residual Certificate shall be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended,  and any  applicable  state  securities  laws or is made in
accordance  with said Act and  laws.  Except  for the  initial  issuance  of the
Residual Certificate to the Sponsor, the Indenture Trustee shall require (i) the
transferee  to  execute  an  investment  letter  acceptable  to and in form  and
substance  satisfactory to the Indenture  Trustee and the Insurer  certifying to
the Indenture Trustee and the Insurer the facts surrounding such transfer, which
investment  letter  shall not be an  expense  of the  Indenture  Trustee  or the
Insurer or (ii) if the investment letter is not delivered,  a written Opinion of
Counsel  acceptable to and in form and substance  satisfactory  to the Indenture
Trustee,  the Insurer and the Sponsor that such transfer may be made pursuant to
an exemption,  describing the  applicable  exemption and the basis therefor from
said Act or is being made  pursuant to said Act,  which Opinion of Counsel shall
not be an expense of the  Indenture  Trustee,  the Insurer or the  Sponsor.  The
Holder of a Residual  Certificate  desiring to effect such transfer  shall,  and
does  hereby  agree to,  indemnify  the  Sponsor  and the  Insurer  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.

                  (c) The Residual  Certificate and any interests  therein shall
not  be  transferred  except  upon  satisfaction  of  the  following  conditions
precedent:  (i) the Person  that  acquires a Residual  Certificate  shall (A) be
organized  and  existing  under the laws of the United  States of America or any
state thereof or the District of Columbia; (B) expressly assume, by an agreement
supplemental  hereto,  executed and delivered to the  Indenture  Trustee and the
Insurer,  the  performance  of every  covenant  and  obligation  of the  Sponsor
hereunder and (C) as part of its acquisition of a Residual Certificate,  acquire
all  rights of the  Sponsor or any  transferee  under  this  Section  4.10(c) to
amounts  payable to the  Residual  Certificateholder  or such  transferee  under
Section  8.7(d)(xiii)  of  the  Indenture;  (ii)  the  Holder  of  the  Residual
Certificates shall deliver to the Indenture Trustee and the Insurer an Officer's
Certificate  stating that such transfer and such  supplemental  agreement comply
with this Section  4.10(c) and that all  conditions  precedent  provided by this
Section  4.10(c) have been complied with and an Opinion of Counsel  stating that
all  conditions  precedent  provided by this Section  4.10(c) have been complied
with,  and the  Indenture  Trustee  may  conclusively  rely  on  such  Officer's
Certificate, shall have no duty to make inquiries with regard to the matters set
forth  therein and shall incur no liability  in so relying;  (iii) the Holder of
the Residual Certificates shall deliver to the Indenture Trustee and the Insurer
a letter from each Rating Agency confirming that its rating of the Notes,  after
giving effect to such transfer,  will not be reduced or withdrawn without regard
to the Policy; (iv) the transferee of the Residual Certificates shall deliver to
the  Indenture  Trustee and the Insurer an Opinion of Counsel to the effect that
(a) such  transfer  will not  adversely  affect the treatment of the Notes after
such transfer as debt for federal and applicable state income tax purposes,  (b)
such  transfer

                                       12
<PAGE>

will not  result in the  Trust  being  subject  to tax at the  entity  level for
federal or applicable  state tax  purposes,  (c) such transfer will not have any
material  adverse impact on the federal or applicable state income taxation of a
Noteholder  or any Residual  Certificateholder  and (d) such  transfer  will not
result in the  arrangement  created by this  Agreement  or any  "portion" of the
Trust, being treated as a taxable mortgage pool as defined in Section 7701(i) of
the Code; (v) all filings and other actions necessary to continue the perfection
of the  interest  of the Trust in the  Mortgage  Loans  and the  other  property
conveyed hereunder shall have been taken or made and (vi) the Insurer shall have
consented to such transfer.  Notwithstanding the foregoing,  the requirement set
forth in subclause  (i)(A) of this Section  4.10(c) shall not apply in the event
the  Indenture  Trustee  shall have  received a letter from each  Rating  Agency
confirming  that its  rating of the  Notes,  after  giving  effect to a proposed
transfer to a Person that does not meet the  requirement  set forth in subclause
(i)(A),  shall  not be  reduced  or  withdrawn  without  regard  to the  Policy.
Notwithstanding the foregoing,  the requirements set forth in this paragraph (c)
shall not apply to the initial  issuance  of the  Residual  Certificates  to the
Sponsor.

                  Except for the initial issuance of the Residual Certificate to
the  Sponsor,  no  transfer of a Residual  Certificate  shall be made unless the
Indenture  Trustee and the Insurer shall have received a  representation  letter
from the transferee of such Residual Certificate,  acceptable to and in form and
substance  satisfactory  to the Indenture  Trustee and the Insurer to the effect
that such  transferee is not a Benefit Plan, nor a Person acting on behalf of or
using the assets of a Benefit Plan, which representation  letter shall not be an
expense of the Indenture Trustee or the Insurer.

                  (d) No transfer or pledge of the Residual  Certificates  shall
result in more than 98 other holders of Residual Certificates.

                  SECTION 4.11.  ACCEPTANCE OF OBLIGATIONS.  The Sponsor, by its
acceptance  of the Residual  Certificates,  agrees to be bound by and to perform
all the duties of the Sponsor set forth in this Agreement.

                  SECTION  4.12.  DISTRIBUTIONS  ON RESIDUAL  CERTIFICATES.  The
Holders of the Residual  Certificates  will be entitled to distributions on each
Payment Date, as provided in the Sale and Servicing Agreement and the Indenture.

                                   ARTICLE V

                         VOTING RIGHTS AND OTHER ACTIONS

                  SECTION 5.1.  PRIOR  NOTICE 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 Residual  Certificateholders  and the Insurer in writing
of the proposed action and the Residual Certificateholders and the Insurer shall
not have  notified the Owner Trustee in writing prior to the 30th day after such
notice is given  that  such  Residual  Certificateholders  or the  Insurer  have
withheld consent or provided alternative direction:

                                       13
<PAGE>

                  (a) 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 or unless  such  amendment  would not  materially  and
adversely affect the interests of the Holders);

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

                  (c) 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   Residual
Certificateholders;

                  (d) except  pursuant to Section 9.01 of the Sale and Servicing
Agreement,  the  amendment,  change or  modification  of the Sale and  Servicing
Agreement,  except to cure any ambiguity or defect or to amend or supplement any
provision in a manner that would not materially  adversely  affect the interests
of the Residual Certificateholders;

                  (e) the consent to the calling or waiver of any default of any
Basic Document;

                  (f) the consent to the assignment by the Indenture  Trustee or
Servicer of their respective obligations under any Basic Document;

                  (g)  except  as  provided  in  Article  X  hereof,   dissolve,
terminate or liquidate the Trust in whole or in part;

                  (h)  cause  the  Trust  to  incur,   assume  or  guaranty  any
indebtedness other than as in this Agreement or the other Basic Documents;

                  (i) do any act that conflicts with any other Basic Document;

                  (j) do any act which would make it  impossible to carry on the
ordinary business Trust as described in Section 2.3 hereof;

                  (k)  possess  Trust  assets,  or assign the  Trust's  right to
property, for other than a Trust purpose;

                  (l) cause the Trust to lend any funds to any entity; or

                  (m) change the Trust's purpose and powers from those set forth
in this Trust Agreement.

The Owner Trustee shall notify the Residual Certificateholders in writing of any
appointment of a successor Security Registrar,  or Certificate  Registrar within
five Business Days thereof.

                  SECTION  5.2.  ACTION  BY  RESIDUAL   CERTIFICATEHOLDERS  WITH
RESPECT TO CERTAIN MATTERS.

                  (a) Upon the  written  request  from time to time of  Residual
Certificateholder(s)  evidencing  not less than 51% by  Percentage  Interest and
subject  to the  prior

                                       14
<PAGE>

review by the  Insurer,  the Owner  Trustee  shall take  appropriate  actions to
remove  Mortgage  Loans from the Pool  pursuant to Section  2.07 of the Sale and
Servicing  Agreement.  The Owner  Trustee  shall  notify the Insurer of any such
proposed  removal.  The Owner  Trustee  will take such  actions  with respect to
removal of Mortgage  Loans as may from time to time be proposed by the  Residual
Certificateholders pursuant to Sections 5.2(b) and 5.5.

                  (b) Upon the written request of any Residual Certificateholder
(a  "PROPOSER"),  the Owner  Trustee shall  distribute  promptly to all Residual
Certificateholders   any   request   for   action   or   consent   of   Residual
Certificateholders  submitted by such  Proposer,  with a copy to the Insurer and
the Manager.  The Owner Trustee shall provide a reasonable method for collecting
responses to such request and shall  tabulate and report the results  thereof to
the Residual Certificateholders,  the Insurer and the Manager. The Owner Trustee
shall have no responsibility or duty to determine if any such proposed action or
consent is permitted under the terms of this Agreement or applicable law.

                  SECTION 5.3. ACTION WITH RESPECT TO BANKRUPTCY. Until one year
and one day  following  the day on which the Notes  have been paid in full,  the
Owner  Trustee  shall  not have the  power  to,  and  shall  not,  commence  any
proceeding  or other actions  contemplated  by Section  2.12(b)  relating to the
Trust without the prior written  consent of the Insurer.  Until one year and one
day following the day on which the Notes have been paid in full, all amounts due
to the Insurer under the Insurance  Agreement have been paid in full, the Policy
has  terminated  and the  Indenture  Trustee has  surrendered  the Policy to the
Insurer,  the Owner Trustee shall not have the power to, and shall not, commence
any proceeding or other actions  contemplated by Section 2.12(b) relating to the
Trust   without   the   prior   written   consent   of  all   of  the   Residual
Certificateholders  and the Insurer,  and the  delivery to the Owner  Trustee by
each  such  Residual   Certificateholder  and  the  Insurer,  of  a  certificate
certifying  that such Residual  Certificateholder  reasonably  believes that the
Trust is insolvent.  The Owner Trustee in undertaking  such proceedings or other
actions contemplated by Section 2.12(b) relating to the Trust shall consider the
interest of the  Noteholders,  the Insurer in addition to the  interests  of the
Trust and whether the Trust is  insolvent.  The Owner Trustee shall not commence
such  proceedings or other actions  contemplated  by Section  2.12(b) unless the
Owner  Trustee  shall have been  furnished  (at the expense of the Trust) with a
letter from an independent  accounting firm of national  reputation stating that
in the opinion of such firm the Trust is then insolvent.  The provisions of this
Section do not  constitute  an  acknowledgement  or admission by the Trust,  the
Owner Trustee, any Residual  Certificateholder or any creditor of the Trust that
the Trust is eligible to be a debtor under the United States Bankruptcy Code, 11
U.S.C. ss.ss. 101 ET SEQ., as amended.

                  SECTION  5.4.  RESTRICTIONS  ON  RESIDUAL  CERTIFICATEHOLDERS'
POWER.

                  (a) Neither the  Residual  Certificateholders  nor the Insurer
shall direct the Owner Trustee to take or 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 Agreement or any of the Basic  Documents or would be contrary
to  Section  2.3 or  otherwise  contrary  to law nor shall the Owner  Trustee be
obligated to follow any such direction, if given.

                  (b) No Residual  Certificateholder  (other than the Sponsor as
sole Residual  Certificateholder)  shall have any right by virtue or by availing
itself of any  provisions of this

                                       15
<PAGE>

Agreement to institute any suit,  action, or proceeding in equity or at law upon
or under or with respect to this  Agreement or any Basic  Document,  unless such
party is the  Instructing  Party  pursuant  to Section 7.3 and unless such party
previously shall have given to the Owner Trustee a written notice of default and
of the  continuance  thereof,  as  provided in this  Agreement,  and also unless
Residual Certificateholders  evidencing not less than 25% by Percentage Interest
shall have made written request upon the Owner Trustee to institute such action,
suit or proceeding  in its own name as Owner  Trustee  under this  Agreement and
shall have  offered to the Owner  Trustee  such  reasonable  indemnity as it may
require against the costs,  expenses and  liabilities to be incurred  therein or
thereby,  and the Owner  Trustee,  for 30 days after its receipt of such notice,
request,  and offer of indemnity,  shall have  neglected or refused to institute
any such action,  suit, or proceeding,  and during such 30-day period no request
or waiver  inconsistent  with such  written  request has been given to the Owner
Trustee pursuant to and in compliance with this Section or Section 7.3; it being
understood  and  intended,  and  being  expressly  covenanted  by each  Residual
Certificateholder with every other Residual Certificateholder, the Owner Trustee
or the Insurer, that no Holders of Residual Certificates shall have any right in
any  manner  whatever  by virtue or by  availing  itself  or  themselves  of any
provisions of this Agreement to affect,  disturb, or prejudice the rights of the
Holders  of any  other of the  Residual  Certificates,  or to  obtain or seek to
obtain  priority over or preference to any other such Holder,  or to enforce any
right under this Agreement,  except in the manner provided in this Agreement and
for the equal,  ratable,  and common benefit of all Residual  Certificateholders
and the Insurer.  For the protection  and  enforcement of the provisions of this
Section 5.4, each and every  Residual  Certificateholder,  the Owner Trustee and
the Insurer shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 5.5. MAJORITY CONTROL.  No Residual  Certificateholder
shall have any right to vote or in any manner  otherwise  control the  operation
and  management  of the Trust  except as expressly  provided in this  Agreement.
Except  as  expressly  provided  herein,  any  action  that  may be taken by the
Residual  Certificateholders under this Agreement may be taken by the Holders of
Residual  Certificates  evidencing not less than a 51% by Percentage Interest of
such class.  Except as  expressly  provided  herein,  any written  notice of the
Residual  Certificateholders  delivered  pursuant  to this  Agreement  shall  be
effective if signed by Residual  Certificateholders  evidencing  not less than a
51%  Percentage  Interest  in such  Class  at the time of the  delivery  of such
notice.

                  SECTION 5.6. RIGHTS OF THE INSURER.  Notwithstanding  anything
to the contrary in the Basic Documents, without the prior written consent of the
Insurer, the Owner Trustee shall not (i) remove the Servicer,  (ii) initiate any
claim,  suit or  proceeding  by the  Trust  or  compromise  any  claim,  suit or
proceeding  brought by or  against  the  Trust,  other than with  respect to the
enforcement  of any  Mortgage  Loan or any  rights  of the Trust  thereunder  or
confess  a  judgement   against  the  Trust,   (iii)  authorize  the  merger  or
consolidation  of the  Trust  with or into any  other  statutory  trust or other
entity or convey or transfer all or  substantially  all of the Trust's assets to
any  other  Person,  (iv)  amend  the  Certificate  of Trust or (v)  amend  this
Agreement in accordance with Section 12.1 of this Agreement.

                  SECTION 5.7. INSURER'S RIGHTS REGARDING  ACTIONS,  PROCEEDINGS
OR  INVESTIGATIONS.  Until all Notes have been paid in full, all amounts owed to
the Insurer have been

                                       16
<PAGE>

paid in full,  the Insurance  Agreement has  terminated  and the Policy has been
returned to the Insurer for cancellation, the following provisions shall apply:

                  (a) Notwithstanding  anything contained herein or in the other
Basic Documents to the contrary, the Insurer shall have the right to participate
in, to direct the  enforcement or defense of, and, at the Insurer's sole option,
to institute or assume the defense of, any action,  proceeding or  investigation
that could adversely affect the Trust,  the Owner Trust Estate,  the Collateral,
the Trust  Property or the rights or  obligations  of the Insurer  hereunder  or
under the Policy or the Basic  Documents,  including  (without  limitation)  any
insolvency or bankruptcy proceeding in respect of the Servicer,  the Seller, the
Sponsor,  the Trust or any affiliate thereof.  Following notice to the Indenture
Trustee,  the  Insurer  shall have  exclusive  right to  determine,  in its sole
discretion,  the actions  necessary to preserve and protect the Trust, the Owner
Trust Estate, the Collateral,  and the Trust Property. All costs and expenses of
the  Insurer  in  connection  with such  action,  proceeding  or  investigation,
including (without limitation) any judgment or settlement entered into affecting
the Insurer or the Insurer's  interests,  shall be included in the Reimbursement
Amount.

                  (b) In connection with any action, proceeding or investigation
that could adversely affect the Trust,  the Owner Trust Estate,  the Collateral,
the Trust  Property or the rights or  obligations  of the Insurer  hereunder  or
under the Policy or the Basic  Documents,  including  (without  limitation)  any
insolvency or bankruptcy proceeding in respect of the Servicer,  the Seller, the
Sponsor,  the Trust or any affiliate thereof, the Owner Trustee hereby agrees to
cooperate  with, and to take such action as directed by, the Insurer,  including
(without  limitation)  entering  into such  agreements  and  settlements  as the
Insurer  shall  direct,  in its sole  discretion,  without  the  consent  of any
Noteholder.

                  (c) The Owner Trustee  hereby agrees to provide to the Insurer
prompt written notice of any action,  proceeding or investigation that names the
Trust or the  Indenture  Trustee as a party or that could  adversely  affect the
Trust, the Owner Trust Estate, the Collateral,  the Trust Property or the rights
or  obligations  of the  Insurer  hereunder  or under  the  Policy  or the Basic
Documents,   including   (without   limitation)  any  insolvency  or  bankruptcy
proceeding in respect of the Servicer, the Seller, the Sponsor, the Trust or any
affiliate thereof.

                  (d) Notwithstanding anything contained herein or in any of the
other Basic Documents to the contrary,  the Owner Trustee shall not, without the
Insurer's prior written consent or unless directed by the Insurer,  undertake or
join any  litigation  or agree to any  settlement  of any action,  proceeding or
investigation  affecting the Trust, the Owner Trust Estate, the Collateral,  the
Trust Property or the rights or  obligations  of the Insurer  hereunder or under
the Policy or the Basic Documents.

                  (e) Each  Residual  Certificateholder,  by  acceptance  of its
Residual  Certificate,  as  appropriate,  and the Owner  Trustee  agree that the
Insurer  shall  have  such  rights as set  forth in this  Section,  which are in
addition to any rights of the Insurer  pursuant to the other  provisions  of the
Basic  Documents,  that the rights set forth in this Section may be exercised by
the  Insurer,  in its sole  discretion,  without  the need  for the  consent  or
approval of any Residual Certificateholder or the Owner Trustee, notwithstanding
any other provision contained herein or in any of the

                                       17
<PAGE>

other Basic  Documents,  and that nothing  contained  in this  Section  shall be
deemed to be an obligation of the Insurer to exercise any of the rights provided
for herein.

                                   ARTICLE VI

                                 CERTAIN DUTIES

                  SECTION  6.1.  ACCOUNTING  AND  RECORDS  TO  THE  NOTEHOLDERS,
RESIDUAL CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to
Sections  8.01(b)(iii)  and  8.01(c) of the Sale and  Servicing  Agreement,  the
Sponsor shall (a) maintain (or cause to be maintained) the books of the Trust on
a calendar year basis on the accrual  method of accounting,  including,  without
limitation, the allocations of net income under Section 2.11 hereof, (b) deliver
(or  cause  to be  delivered)  to  each  Residual  Certificateholder,  as may be
required by the Code and applicable  Treasury  Regulations,  such information as
may be required  (including Schedule K-1, if applicable) to enable each Residual
Certificateholder  to prepare its federal and state income tax returns, (c) file
or cause to be filed,  if  necessary,  such tax  returns  relating  to the Trust
(including a partnership  information  return,  Form 1065, if  applicable),  and
direct  the  Owner  Trustee  or the  Servicer,  as the case may be, to make such
elections  as may  from  time to time  be  required  or  appropriate  under  any
applicable  state or federal  statute or rule or regulation  thereunder so as to
maintain  the  Trust's  characterization  as a branch,  or if  applicable,  as a
partnership,  for  federal  income tax  purposes  and (d) collect or cause to be
collected any  withholding  tax as described in and in  accordance  with Section
8.01(b)(ii)  of the Sale and  Servicing  Agreement  with  respect  to  income or
distributions to Residual  Certificateholders and the appropriate forms relating
thereto.  The Owner Trustee or the Servicer,  as the case may be, shall make all
elections  pursuant to this Section as directed in writing by the  Sponsor.  The
Owner Trustee shall sign all tax information  returns, if any, filed pursuant to
this  Section 6.1 and any other  returns as may be required by law, and in doing
so shall  rely  entirely  upon,  and shall  have no  liability  for  information
provided  by, or  calculations  provided  by, the Sponsor or the  Servicer.  The
Sponsor will direct the Owner  Trustee and the Owner  Trustee  shall elect under
Section 1278 of the Code to include in income currently any market discount that
accrues  with respect to the Mortgage  Loans.  The Sponsor  shall not direct the
Owner  Trustee  to make,  and the Owner  Trustee  shall not make,  the  election
provided under Section 754 of the Code.

                  SECTION 6.2. SIGNATURE ON RETURNS; TAX MATTERS PARTNER.

                  (a)  Notwithstanding  the provisions of Section 6.1 and in the
event that the Trust is characterized as a partnership,  the Owner Trustee shall
sign on behalf of the Trust the tax returns of the Trust,  unless applicable law
requires a Residual Certificateholder to sign such documents, in which case such
documents shall be signed by the Sponsor.

                  (b)  In  the  event  that  the  Trust  is  characterized  as a
partnership,  the  Sponsor  shall  be the "tax  matters  partner"  of the  Trust
pursuant to the Code.

                  SECTION 6.3.  UNDERWRITING  AGREEMENT.  The Servicer is hereby
authorized to execute and deliver the Underwriting Agreement with respect to the
Notes.

                                       18
<PAGE>

                                  ARTICLE VII

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

                  SECTION  7.1.   GENERAL   AUTHORITY.   The  Owner  Trustee  is
authorized and directed to execute and deliver the Basic  Documents to which the
Trust is named as a party and each certificate or other document  attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is named as
a party and any  amendment  thereto,  in each case,  in such form as the Sponsor
shall  approve  as  evidenced  conclusively  by the  Owner  Trustee's  execution
thereof,  and on behalf  of the  Trust,  to  direct  the  Indenture  Trustee  to
authenticate  and deliver  Class A Notes in the  aggregate  principal  amount of
$____________.  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 Instructing Party recommends with respect to the
Basic  Documents so long as such activities are consistent with the terms of the
Basic  Documents.  The Owner  Trustee  may rely on the  Manager to carry out any
action that the Owner Trustee is authorized or directed to perform hereunder, to
the extent permitted by the Management Agreement.

                  SECTION 7.2. 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  Agreement  and to  administer  the Trust in the
interest of the Holders,  subject to the Basic  Documents and in accordance with
the  provisions of this  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 Servicer has agreed in
the Sale and Servicing  Agreement to perform any act or to discharge any duty of
the Trust or the Owner Trustee  hereunder or under any Basic  Document,  and the
Owner  Trustee shall not be liable for the default or failure of the Servicer to
carry out its obligations under the Sale and Servicing  Agreement or the failure
of the Manager to carry out its obligations under the Management Agreement.

                  SECTION 7.3. ACTION UPON INSTRUCTION.

                  (a)  Subject  to  Article  V, the  Insurer  (the  "INSTRUCTING
PARTY")  shall  have the  exclusive  right to direct  the  actions  of the Owner
Trustee in the  management of the Trust,  so long as such  instructions  are not
inconsistent  with the express terms set forth herein or in any Basic  Document.
The  Instructing  Party  shall  not  instruct  the  Owner  Trustee  in a  manner
inconsistent with this Agreement or the Basic Documents. In acting in accordance
with the  direction  of the  Insurer  pursuant  to this  Section or  pursuant to
Article  V, the Owner  Trustee  shall  not be  deemed  to (i) owe any  fiduciary
obligation to the Insurer or (ii) have violated any fiduciary  responsibility to
the Residual Certificateholders.

                  (b) 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.

                                       19
<PAGE>

                  (c)  Whenever  the Owner  Trustee is unable to decide  between
alternative  courses  of  action  permitted  or  required  by the  terms of this
Agreement or any Basic  Document,  the Owner Trustee shall  promptly give notice
(in  such  form  as  shall  be  appropriate  under  the  circumstances)  to  the
Instructing  Party  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 instruction of the Instructing Party 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 ten 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,  notwithstanding  any other  provision  of this  Agreement,  take or
refrain from taking such action,  not  inconsistent  with this  Agreement or the
Basic  Documents,  as it shall deem to be in the best  interests of the Residual
Certificateholders  and shall have no liability to any Person for such action or
inaction.

                  (d) In the event  that the Owner  Trustee  is unsure as to the
application of any provision of this 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
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 may give notice (in
such form as shall be appropriate  under the  circumstances)  to the Instructing
Party requesting  instruction and,  notwithstanding  any other provision of this
Agreement,  to the extent that the Owner Trustee acts or refrains from acting in
good faith in accordance with any such instruction  received,  the Owner Trustee
shall not be liable,  on account of such action or inaction,  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 Agreement or the Basic Documents,  as it shall deem to be
in the best  interests  of the  Residual  Certificateholders,  and shall have no
liability to any Person for such action or inaction.

                  SECTION 7.4. NO DUTIES  EXCEPT AS SPECIFIED IN THIS  AGREEMENT
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 by the terms
of this  Agreement  or in any  document or written  instruction  received by the
Owner  Trustee  pursuant to Section  7.3; and no implied  duties or  obligations
shall be read  into  this  Agreement  or any Basic  Document  against  the Owner
Trustee. The Owner Trustee shall have no responsibility to file any financing or
continuation  statement in any public office at any time or otherwise to perfect
or to maintain the  perfection  of any  security  interest or lien granted to it
hereunder or to prepare or file any Commission filing for the Trust or to record
this 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  (solely in its
individual  capacity)  and  that  are  not  related  to  the  ownership  or  the
administration of the Owner Trust Estate.

                                       20
<PAGE>

                  SECTION  7.5. NO ACTION  EXCEPT UNDER  SPECIFIED  DOCUMENTS OR
INSTRUCTIONS. The Owner Trustee shall not manage, control, use, sell, dispose of
or  otherwise  deal  with any  part of the  Owner  Trust  Estate  except  (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this 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 7.3.

                  SECTION 7.6.  RESTRICTIONS.  The Owner  Trustee shall not take
any action (a) that is inconsistent  with the purposes of the Trust set forth in
Section 2.3 or (b) that,  to the actual  knowledge of the Owner  Trustee,  would
result in the Trust's  becoming  taxable as a corporation  or a publicly  traded
partnership  for federal  income tax purposes.  The Residual  Certificateholders
shall not  direct the Owner  Trustee  to take  action  that  would  violate  the
provisions of this Section.

                                  ARTICLE VIII

                          CONCERNING THE OWNER TRUSTEE

                  SECTION 8.1. ACCEPTANCE OF TRUST AND DUTIES. The Owner Trustee
accepts the trust hereby created and agrees to perform its duties hereunder with
respect  to such  trust  but only upon the  terms of this  Agreement.  The Owner
Trustee also agrees to disburse all monies actually  received by it constituting
part of the Owner Trust  Estate upon the terms of the Basic  Documents  and this
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,  bad faith or negligence,  (ii) in the case of the inaccuracy of any
representation or warranty  contained in Section 8.3 expressly made by the Owner
Trustee in its  individual  capacity,  (iii) for  liabilities  arising  from the
failure of the Owner Trustee to perform obligations  expressly  undertaken by it
in the last  sentence of Section 7.4  hereof,  or (iv) for taxes,  fees or other
charges  on,  based on or measured  by, any fees,  commissions  or  compensation
received 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  for any error of
judgment,  not  constituting  negligence,  made by a Responsible  Officer of the
Owner Trustee;

                  (b) the Owner  Trustee shall not be liable with respect to any
action  taken or  omitted  to be taken by it if such  action or  omission  is in
accordance  with the  instructions of the Instructing  Party,  the Sponsor,  the
Servicer or any Residual Certificateholder pursuant to the terms hereof;

                  (c) the Owner Trustee shall not risk funds or otherwise  incur
any  financial  liability  in the  performance  of any of its  rights  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;

                  (d) the  Owner  Trustee  shall  not be  responsible  for or in
respect  of the  validity  or  sufficiency  of  this  Agreement  or for  the due
execution  hereof  by the  Sponsor  or for  the  form,

                                       21
<PAGE>

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,  other than the certificates of  authentication  on the Notes and the
Residual  Certificates,  and the Owner Trustee shall in no event assume or incur
any  liability,  duty or obligation to the Sponsor,  the Insurer,  the Indenture
Trustee or any Residual Certificateholder,  other than as expressly provided for
herein and in the Basic Documents;

                  (e) the Owner  Trustee  shall not be liable for the default or
misconduct of the Sponsor,  the Insurer,  the 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  under this  Agreement or
the Basic  Documents that are required to be performed by the Sponsor under this
Agreement,  by the Indenture  Trustee under the Indenture or the Servicer  under
the Sale and Servicing Agreement; and

                  (f) the Owner Trustee shall be under no obligation to exercise
any of the rights or powers  vested in it by this  Agreement,  or to  institute,
conduct or defend  any  litigation  under  this  Agreement  or  otherwise  or in
relation to this  Agreement  or any Basic  Document,  at the  request,  order or
direction of the  Instructing  Party or any of the Residual  Certificateholders,
unless such Instructing Party or Residual 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  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 gross
negligence, bad faith or willful misconduct in the performance of any such act.

                  SECTION 8.2. FURNISHING OF DOCUMENTS.  The Owner Trustee shall
furnish to the Residual  Certificateholders  promptly  upon receipt of a written
request  therefor,  duplicates  or copies  of all  reports,  notices,  requests,
demands, certificates,  financial statements and any other instruments furnished
to the Owner Trustee under the Basic Documents.

                  SECTION 8.3. REPRESENTATIONS AND WARRANTIES. The Owner Trustee
hereby represents and warrants,  in its individual capacity,  to the Sponsor and
the Holders that:

                  (a) It is a Delaware 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 Agreement.

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

                  (c)  Neither  the  execution  nor the  delivery  by it of this
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 state 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 by-laws or any

                                       22
<PAGE>

indenture, mortgage, contract, agreement or instrument to which it is a party or
by which any of its properties may be bound.

                  (d) The Owner  Trustee has duly  executed and  delivered  this
Agreement and each other Basic Document to which it is a party, and each of this
Agreement and each such other Basic Document  constitutes  the legal,  valid and
binding obligation of the Owner Trustee,  enforceable  against the Owner Trustee
in accordance with its terms,  except as (i) such  enforceability may be limited
by  bankruptcy,  insolvency,  reorganization  and  similar  laws  relating to or
affecting  the  enforcement  of  creditors'   rights   generally  and  (ii)  the
availability  of equitable  remedies may be limited by equitable  principles  of
general applicability.

                  SECTION 8.4. RELIANCE; ADVICE OF COUNSEL.

                  (a) 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 the 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,  secretary 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 Agreement or the
Basic Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys  pursuant to  agreements  entered into with any of them,  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
opinion or advice of any such  counsel,  accountants  or other such  persons and
according to such opinion not contrary to this Agreement or any Basic Document.

                  SECTION  8.5.  NOT ACTING IN  INDIVIDUAL  CAPACITY.  Except as
provided in this Article  VII, in accepting  the trusts  hereby  created  [Owner
Trustee]  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 Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.

                  SECTION  8.6.  OWNER  TRUSTEE  NOT LIABLE FOR NOTES,  RESIDUAL
CERTIFICATES OR MORTGAGE LOANS.  The recitals  contained herein and in the Notes
and the Residual  Certificates (other than the signature and countersignature of
the Owner  Trustee on the Notes and the  Residual  Certificates,  respectively),
shall be taken as the statements of the Sponsor 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  Agreement,  of any
Basic Document,  of the Notes (other than the signature and  countersignature of
the Owner Trustee on the Notes) or of

                                       23
<PAGE>

the Residual Certificates, (other than the signature and countersignature of the
Owner Trustee on the Residual  Certificates)  or of any Mortgage Loan or related
documents.  The  Owner  Trustee  shall  at no time  have any  responsibility  or
liability for or with respect to the legality,  validity and  enforceability  of
any Mortgage  Loan,  or the  perfection  and  priority of any security  interest
created by any  Mortgage  Loan or the  maintenance  of any such  perfection  and
priority, or for or with respect to the sufficiency of the Owner Trust Estate or
its  ability  to  generate   the   payments  to  be   distributed   to  Residual
Certificateholders  under this Agreement or the Noteholders under the Indenture,
including,  without  limitation:  the existence,  condition and ownership of any
Mortgage Loan; the existence and  enforceability of any insurance  thereon;  the
existence  and  contents of any  Mortgage  Loan on any  computer or other record
thereof;  the validity of the assignment of any Mortgage Loan to the Trust or of
any  intervening  assignment;   the  completeness  of  any  Mortgage  Loan;  the
performance  or enforcement of any Mortgage Loan; the compliance by the Sponsor,
the Servicer or any other Person 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  Indenture  Trustee  or the
Servicer or any subservicer taken in the name of the Owner Trustee.

                  SECTION  8.7.   OWNER  TRUSTEE  MAY  OWN  NOTES  AND  RESIDUAL
CERTIFICATES.  The Owner  Trustee in its  individual  or any other  capacity may
become the owner or pledgee of Notes or Residual  Certificates and may deal with
the Sponsor, the Indenture Trustee and the Servicer in banking transactions with
the same rights as it would have if it were not Owner Trustee.

                  SECTION 8.8. PAYMENTS FROM OWNER TRUST ESTATE. All payments to
be made by the Owner Trustee under this Agreement or any of the Basic  Documents
to which the Trust or the Owner  Trustee is a party  shall be made only from the
income and  proceeds of the Owner  Trust  Estate and only to the extent that the
Owner Trust shall have  received  income or proceeds from the Owner Trust Estate
to make such payments in accordance with the terms hereof.  [Owner Trustee],  or
any successor thereto, in its individual  capacity,  shall not be liable for any
amounts  payable under this Agreement or any of the Basic Documents to which the
Trust or the Owner Trustee is a party.

                  SECTION   8.9.   DOING   BUSINESS   IN  OTHER   JURISDICTIONS.
Notwithstanding  anything contained to the contrary,  neither [Owner Trustee] or
any  successor  thereto,  nor the Owner  Trustee  shall be  required to take any
action in any jurisdiction  other than in the State of Delaware if the taking of
such action will, even after the appointment of a co-trustee or separate trustee
in accordance  with Section 11.5 hereof,  (i) require the consent or approval or
authorization or order of or the giving of notice to, or the  registration  with
or the taking of any other action in respect of, any state or other governmental
authority or agency of any jurisdiction  other than the State of Delaware;  (ii)
result in any fee, tax or other governmental  charge under the laws of the State
of Delaware becoming payable by [Owner Trustee] (or any successor  thereto);  or
(iii)  subject   [Owner   Trustee]  (or  any  successor   thereto)  to  personal
jurisdiction in any jurisdiction  other than the State of Delaware for causes of
action arising from acts unrelated to the  consummation  of the  transactions by
[Owner Trustee] (or any successor thereto) or the Owner Trustee, as the case may
be, contemplated hereby.

                                       24
<PAGE>

                                   ARTICLE IX

                          COMPENSATION OF OWNER TRUSTEE

                  SECTION 9.1.  OWNER  TRUSTEE'S  FEES AND  EXPENSES.  The Owner
Trustee  shall  receive as  compensation  for its services  hereunder  the Owner
Trustee  Fees,  and the Owner  Trustee shall be entitled to be reimbursed by the
Sponsor for its other reasonable  expenses  hereunder,  including the reasonable
compensation,  expenses  and  disbursements  of  such  agents,  representatives,
experts  and  counsel as the Owner  Trustee  may employ in  connection  with the
exercise and  performance  of its rights and its duties  hereunder and under the
Basic Documents.

                  SECTION 9.2.  INDEMNIFICATION.  The Sponsor shall be liable as
primary  obligor for, and shall  indemnify the Owner Trustee (in its  individual
and trust capacities) and its officers, directors,  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 (in its trust or individual capacities) 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 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,  except
only that the Sponsor shall not be liable for or required to indemnify the Owner
Trustee from and against  Expenses  arising or resulting from any of the matters
described in the third  sentence of Section 8.1.  The  indemnities  contained in
this Section and the rights under Section 9.1 shall survive the  resignation  or
termination of the Owner Trustee or the  termination of this  Agreement.  In any
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 shall be
subject to the approval of the Sponsor which approval shall not be  unreasonably
withheld.

                  SECTION 9.3.  PAYMENTS TO THE OWNER TRUSTEE.  Any amounts paid
to the Owner  Trustee  pursuant  to this  Article IX shall be deemed not to be a
part of the Owner Trust Estate immediately after such payment.

                  SECTION   9.4.   NON-RECOURSE   OBLIGATIONS.   Notwithstanding
anything in this  Agreement or any Basic  Document,  the Owner Trustee agrees in
its individual  capacity and in its capacity as Owner Trustee for the Trust that
all  obligations  of the Trust to the  Owner  Trustee  individually  or as Owner
Trustee  for the Trust  shall be  recourse  to the Owner  Trust  Estate only and
specifically   shall  not  be   recourse   to  the   assets   of  any   Residual
Certificateholder.

                                   ARTICLE X

                         TERMINATION OF TRUST AGREEMENT

                  SECTION 10.1. TERMINATION OF TRUST AGREEMENT.

                  (a) This Agreement and the Trust shall  terminate and be of no
further force or effect upon the later of (i) the maturity or other  liquidation
of the last Mortgage Loan (including

                                       25
<PAGE>

the redemption by the Sponsor at its option of the Notes as described in Section
7.01(b) of the Sale and Servicing Agreement) and the subsequent  distribution of
amounts in respect of such Mortgage Loans as provided in the Basic  Documents or
(ii) the payment to Residual  Certificateholders  of all amounts  required to be
paid to them  pursuant to this  Agreement  and the payment to the Insurer of all
amounts  payable  or  reimbursable  to it  pursuant  to the Sale  and  Servicing
Agreement,  the Indenture and the Insurance Agreement;  PROVIDED,  HOWEVER, that
the rights to indemnification under Section 9.2 and the rights under Section 9.1
shall survive the  termination of the Trust.  The Servicer shall promptly notify
the Owner  Trustee and the Insurer of any  prospective  termination  pursuant to
this Section 10.1. The bankruptcy, liquidation, dissolution, death or incapacity
of any  Residual  Certificateholder  shall not (x)  operate  to  terminate  this
Agreement or the Trust, nor (y) entitle such Residual  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 Owner Trust Estate nor (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

                  (b) Except as provided in clause (a),  neither the Sponsor nor
any other  Residual  Certificateholder  shall be entitled to revoke or terminate
the Trust.

                  (c) Notice of any  termination  of the Trust,  specifying  the
Payment Date upon which the Residual  Certificateholders  shall  surrender their
Residual  Certificates  to the  Indenture  Trustee  for  payment  of  the  final
distribution and cancellation,  shall be given by the Owner Trustee by letter to
the Residual  Certificateholders  mailed within five Business Days of receipt of
notice of such  termination  from the Servicer given pursuant to Section 7.01(c)
of the Sale and Servicing  Agreement,  stating (i) the Payment Date upon or with
respect to which final payment of the Residual  Certificates  shall be made upon
presentation  and  surrender of the Residual  Certificates  at the office of the
Indenture Trustee 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
Residual  Certificates at the office of the Indenture Trustee therein specified.
The Owner Trustee shall give such notice to the Certificate  Registrar (if other
than the Owner  Trustee)  and the  Indenture  Trustee at the time such notice is
given to the Residual Certificateholders. Upon presentation and surrender of the
Residual Certificates the Indenture Trustee shall cause to be distributed to the
Residual  Certificateholders amounts distributable on such Payment Date pursuant
to Section 8.7(d)(xiii) of the Indenture.

                  In the event that all of the Residual Certificateholders shall
not surrender their Residual  Certificates  for  cancellation  within six months
after  the date  specified  in the  above-mentioned  written  notice,  the Owner
Trustee  shall  give  a  second  written   notice  to  the  remaining   Residual
Certificateholders to surrender their Residual Certificates for cancellation and
receive the final  distribution  with respect thereto.  If within one year after
the second notice all the Residual  Certificates shall not have been surrendered
for cancellation,  the Owner Trustee may take appropriate  steps, or may appoint
an  agent  to  take  appropriate   steps,  to  contact  the  remaining  Residual
Certificateholders concerning surrender of their Residual Certificates,  and the
cost  thereof  shall be paid out of the funds and other assets that shall remain
subject to this Agreement.  Any funds remaining in the Trust after exhaustion of
such remedies shall be distributed,  subject to applicable  escheat laws, by the
Owner  Trustee to the Sponsor  and Holders  shall look solely to the Sponsor for
payment.

                                       26
<PAGE>

                  (d) Any funds  remaining  in the Trust  after  funds for final
distribution  have  been  distributed  or set aside  for  distribution  shall be
distributed by the Owner Trustee to the Sponsor.

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

                                   ARTICLE XI

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                  SECTION 11.1. ELIGIBILITY  REQUIREMENTS FOR OWNER TRUSTEE. The
Owner Trustee shall at all times be a corporation  (i) satisfying the provisions
of Section 3807(a) of the Statutory  Trust Statute;  (ii) authorized to exercise
corporate trust powers;  (iii) having a combined capital and surplus of at least
$50,000,000  and  subject  to  supervision  or  examination  by federal or State
authorities;  (iv) having (or having a parent which has) a rating of at least A3
by Moody's or A-1 by  Standard & Poor's ; and (v)  acceptable  to the Insurer in
its sole discretion.  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,  the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 11.2.

                  SECTION 11.2.  RESIGNATION  OR REMOVAL OF OWNER  TRUSTEE.  The
Owner  Trustee may at any time resign and be  discharged  from the trusts hereby
created by giving  written  notice  thereof to the Sponsor (or in the event that
the Sponsor is not the sole Residual Certificateholder,  the Holders of Residual
Certificates  evidencing not less than a majority in interest in the Trust), the
Insurer and the Servicer. Upon receiving such notice of resignation, the Sponsor
shall promptly appoint a successor Owner Trustee, meeting the qualifications set
forth  in  Section  11.1  herein,  by  written  instrument,  one  copy of  which
instrument shall be delivered to the resigning Owner Trustee and with additional
copies to the successor Owner Trustee and the Insurer  provided that the Sponsor
shall have received written  confirmation  from each of the Rating Agencies that
the proposed  appointment will not result in an increased  capital charge to the
Insurer by either of the Rating  Agencies.  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 or the Insurer
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 11.1 and shall fail to resign after
written  request  therefor by the Sponsor,  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

                                       27
<PAGE>

purpose  of  rehabilitation,  conservation  or  liquidation,  then the  Residual
Certificateholder  with the consent of the Insurer may remove the Owner Trustee.
If the  Residual  Certificateholder  shall  remove the Owner  Trustee  under the
authority of the  immediately  preceding  sentence,  the Sponsor shall  promptly
appoint a  successor  Owner  Trustee,  meeting the  qualifications  set forth in
Section 11.1 herein,  by written  instrument,  in  duplicate,  one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed, one copy
to the Insurer and one copy to the successor Owner Trustee and the Sponsor shall
pay all fees owed to the outgoing Owner Trustee,  if not previously  paid by the
Trust.

                  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  11.3 and payment of all fees and
expenses owed to the outgoing Owner Trustee. The Sponsor shall provide notice of
such resignation or removal of the Owner Trustee to each of the Rating Agencies.

                  Notwithstanding any other provision of this Agreement,  and in
addition to any other method of removal of the Owner Trustee  contained  herein,
upon a proposal made pursuant to Section  5.2(b) and the  subsequent  consent of
Residual  Certificateholders  representing  no less  than a  66-2/3%  Percentage
Interest of the Residual  Certificates  in the Trust,  the Owner  Trustee may be
removed as Owner Trustee,  subject to the consent of the Insurer,  which consent
is not to be  unreasonably  withheld.  In the event the Owner Trustee is removed
pursuant to this paragraph, the provisions of this Agreement,  including Article
X herein, shall apply as if the Owner Trustee had resigned hereunder.

                  SECTION 11.3.  SUCCESSOR  OWNER TRUSTEE.  Any successor  Owner
Trustee  appointed  pursuant  to Section  11.2 shall  execute,  acknowledge  and
deliver to the  Sponsor,  the  Servicer  and the Insurer and to its  predecessor
Owner Trustee an instrument accepting such appointment under this 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  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  Agreement;  and the
Sponsor 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  unless at the time of such  acceptance  such successor
Owner Trustee shall be eligible pursuant to Section 11.1.

                  Upon  acceptance of appointment  by a successor  Owner Trustee
pursuant to this  Section,  the Servicer  shall mail notice of the  successor of
such Owner Trustee to all Residual  Certificateholders,  the Indenture  Trustee,
the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such
notice within 10 days after  acceptance of  appointment  by the

                                       28
<PAGE>

successor Owner Trustee,  the successor Owner Trustee shall cause such notice to
be mailed at the expense of the Servicer.

                  SECTION 11.4.  MERGER OR CONSOLIDATION  OF OWNER TRUSTEE.  Any
corporation  into which the Owner  Trustee  may be merged or  converted  or with
which it may be  consolidated,  or any  corporation  resulting  from any merger,
conversion or  consolidation to which the Owner Trustee shall be a party, or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the Owner  Trustee,  shall be the  successor  of the Owner  Trustee
hereunder, provided such corporation shall be eligible pursuant to Section 11.1,
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,  FURTHER,  that the Owner  Trustee shall mail notice of such merger or
consolidation to the Rating Agencies and the Insurer.

                  SECTION  11.5.  APPOINTMENT  OF  CO-OWNER  TRUSTEE OR SEPARATE
OWNER TRUSTEE.  Notwithstanding  any other provisions of this Agreement,  at any
time, for the purpose of meeting any legal  requirements of any  jurisdiction in
which any part of the Owner Trust  Estate or any  Mortgaged  Property may at the
time be located,  the Servicer 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 Owner  Trustee  and the  Insurer to act as  co-trustee,
jointly with the Owner Trustee, or separate trustee or separate 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  Servicer  and  the  Owner  Trustee  may  consider  necessary  or
desirable.  If the Servicer shall not have joined in such appointment  within 15
days after the receipt by it of a request so to do, the Owner Trustee subject to
the approval of the Insurer (which approval shall not be unreasonably  withheld)
shall have the power to make such appointment. No co-trustee or separate trustee
under this  Agreement  shall be required to meet the terms of  eligibility  as a
successor  trustee  pursuant to Section 11.1 and no notice of the appointment of
any co-trustee or separate trustee shall be required pursuant to Section 11.3.

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

                  (i) all rights,  powers,  duties and obligations  conferred or
         imposed upon the 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 Trust or any portion  thereof in
         any such jurisdiction)  shall be exercised and performed singly by such
         separate  trustee or  co-trustee,  but solely at the  direction  of the
         Owner Trustee;

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

                                       29
<PAGE>

                  (iii) the Servicer 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 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  Agreement,  specifically  including  every  provision of this 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 Servicer and the Insurer.

                  Any separate trustee or co-trustee may at any time appoint the
Owner Trustee, its agent or attorney-in-fact  with full power and authority,  to
the extent not  prohibited  by law,  to do any lawful act under or in respect of
this  Agreement  on its  behalf  and in its name.  If any  separate  trustee  or
co-trustee shall die, become incapable of acting,  resign or be removed,  all of
its  estates,  properties,  rights,  remedies  and  trusts  shall vest in and be
exercised by the Owner  Trustee,  to the extent  permitted  by law,  without the
appointment of a new or successor trustee.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  SECTION 12.1. SUPPLEMENTS AND AMENDMENTS.

                  (a) This Agreement may be amended by the Sponsor and the Owner
Trustee,  with the prior  written  consent of the Insurer and with prior written
notice to the Rating Agencies, without the consent of any of the Noteholders or,
in the event that the Sponsor is not the sole  Residual  Certificateholder,  the
Residual  Certificateholders,  (i) to cure any  ambiguity  or  defect or (ii) to
correct,  supplement  or modify  any  provisions  in this  Agreement;  PROVIDED,
HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel which
may be  based  upon a  certificate  of the  Servicer,  adversely  affect  in any
material respect the interests of any Noteholder or Residual Certificateholder.

                  (b) This Agreement may also be amended from time to time, with
the prior written consent of the Insurer,  by the Sponsor and the Owner Trustee,
with  prior  written  notice to the Rating  Agencies,  and,  to the extent  such
amendment  materially  and adversely  affects the interests of the  Noteholders,
with the consent of the  Noteholders  evidencing not less than a majority of the
Outstanding   Amount  of  the  Notes   and,   the   consent   of  the   Residual
Certificateholders  evidencing  not less than a majority  interest  in the Trust
(which consent of any Holder of a Note or Residual Certificate given pursuant to
this  Section or  pursuant to any other  provision  of this  Agreement  shall be
conclusive  and binding on such Holder and on all future Holders of such Note or
Residual  Certificate  and of any Note or Residual  Certificate  issued upon the
transfer  thereof  or in  exchange  thereof  or in lieu  thereof  whether or not
notation of such consent is made upon the Note or Residual  Certificate) for the
purpose of adding any provisions

                                       30
<PAGE>

to or  changing  in any  manner or  eliminating  any of the  provisions  of this
Agreement  or of modifying  in any manner the rights of the  Noteholders  or the
Residual  Certificateholders;  PROVIDED,  HOWEVER,  that, subject to the express
rights of the Insurer under the Basic  Documents,  no such  amendment  shall (a)
increase  or reduce in any  manner the  amount  of, or  accelerate  or delay the
timing of, collections of payments on Mortgage Loans or distributions that shall
be  required  to be made for the  benefit  of the  Noteholders  or the  Residual
Certificateholders  or (b) reduce the aforesaid  percentage  of the  Outstanding
Amount of the Notes  and the  Residual  Certificate,  the  Holders  of which are
required to consent to any such amendment, without the consent of the Holders of
all the outstanding Notes and Holders of all outstanding Residual Certificates.

                  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 Residual Certificateholder,  the Indenture Trustee,
the Insurer and each of the Rating Agencies.

                  It shall not be necessary for the consent of the  Noteholders,
the  Residual  Certificateholders  or the  Indenture  Trustee  pursuant  to this
Section 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  Residual
Certificateholders  provided  for  in  this  Agreement  or in  any  other  Basic
Document)  and of  evidencing  the  authorization  of the  execution  thereof by
Residual  Certificateholders shall be subject to such reasonable requirements as
the Owner Trustee may  prescribe.  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.

                  Prior to the execution of any  amendment to this  Agreement or
the  Certificate  of Trust,  the Owner  Trustee shall be entitled to receive and
rely upon an Opinion of Counsel  stating that the execution of such amendment is
authorized or permitted by this Agreement and that all  conditions  precedent to
the  execution and delivery of such  amendment  have been  satisfied.  The Owner
Trustee may, but shall not be obligated to, enter into any such amendment  which
affects  the Owner  Trustee's  own  rights,  duties  or  immunities  under  this
Agreement or otherwise.

                  SECTION 12.2. NO LEGAL TITLE TO OWNER TRUST ESTATE IN RESIDUAL
CERTIFICATEHOLDERS.  The Residual  Certificateholders shall not have legal title
to any part of the Owner Trust Estate. The Residual  Certificateholders shall be
entitled to receive  distributions  with  respect to their  undivided  ownership
interest  therein only in accordance with Article IX. No transfer,  by operation
of  law  or  otherwise,  of  any  right,  title  or  interest  of  the  Residual
Certificateholders  to and in their ownership interest in the Owner Trust Estate
shall operate to terminate this 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  12.3.  LIMITATIONS  ON RIGHTS OF  OTHERS.  Except for
Section 2.7, the  provisions of this Agreement are solely for the benefit of the
Owner Trustee, the Sponsor, the Residual  Certificateholders,  the Servicer and,
to the extent expressly provided herein, the Insurer,  the Indenture Trustee and
the  Noteholders,  and nothing in this  Agreement,  whether  express or implied,
shall be construed  to give to any other  Person any legal or  equitable  right,
remedy  or

                                       31
<PAGE>

claim in the Owner Trust Estate or under or in respect of this  Agreement or any
covenants, conditions or provisions contained herein.

                  SECTION 12.4. NOTICES.

                  (a) Unless otherwise  expressly  specified or permitted by the
terms  hereof,  all notices  shall be in writing and shall be deemed  given upon
receipt  personally  delivered,  delivered by overnight  courier or mailed first
class mail or certified mail, in each case return receipt  requested,  and shall
be deemed  to have  been  duly  given  upon  receipt,  if to the Owner  Trustee,
addressed  to the  Corporate  Trust  Office;  if to the  Sponsor,  addressed  to
GreenPoint  Mortgage  Securities  LLC, 100 Wood Hollow Drive,  Doorstop  #32210,
Novato, California 94945, Attention: S.A. Ibrahim; if to the Insurer,  addressed
to Insurer, [Insurer's Address], Telecopy No.: (____) ____-_____; or, as to each
party,  at such other  address as shall be designated by such party in a written
notice to each other party.

                  (b) Any notice required or permitted to be given to a Residual
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  Agreement  shall be  conclusively
presumed to have been duly given, whether or not the Residual  Certificateholder
receives such notice.

                  SECTION 12.5.  SEVERABILITY.  Any provision of this  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 12.6.  SEPARATE  COUNTERPARTS.  This  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 12.7. ASSIGNMENTS; INSURER.

                  (a)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the parties  hereto and their  respective  successors and permitted
assigns. This Agreement shall also inure to the benefit of the Insurer.  Without
limiting the generality of the  foregoing,  all covenants and agreements in this
Agreement  which confer  rights upon the Insurer shall be for the benefit of and
run  directly to the  Insurer  and the Insurer  shall be entitled to rely on and
enforce such  covenants,  subject,  however,  to the  limitations on such rights
provided in this Agreement and the Basic Documents. The Insurer may disclaim any
of its  rights  and  powers  under  this  Agreement  (but  not  its  duties  and
obligations  under the Policy)  upon  delivery of a written  notice to the Owner
Trustee.

                  (b) In  accepting  instructions  from the Insurer  pursuant to
Article  V or  Section  7.3 of this  Agreement,  and with  respect  to any other
obligations of the Owner Trustee to the Insurer under this Agreement,  the Owner
Trustee undertakes to perform or observe only its express obligations under this
Agreement,  and no implied obligations with respect to the Insurer

                                       32
<PAGE>

shall be read into this Agreement  against the Owner Trustee.  The Owner Trustee
shall not be deemed to owe any fiduciary duty to the Insurer and it is expressly
understood  and  agreed  by the  Insurer  that the  Owner  Trustee  shall not be
personally  liable or responsible for the payment of any amount owing on or with
respect to the Basic  Documents  or for the  failure of the Trust to perform its
obligations  under  the Basic  Documents  or any other  agreement  with  respect
thereto.

                  SECTION  12.8.  NO  PETITION.  The Owner  Trustee  (not in its
individual  capacity  but  solely  as Owner  Trustee),  by  entering  into  this
Agreement, each Residual Certificateholder, by accepting a Residual Certificate,
and the Indenture  Trustee and each Noteholder by accepting the benefits of this
Agreement,  hereby covenants and agrees that they will not at any time institute
against  the  Sponsor,  or join in any  institution  against the Sponsor 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 Notes,  the
Residual Certificates, this Agreement or any of the Basic Documents.

                  SECTION 12.9. NO RECOURSE. Each Residual  Certificateholder by
accepting   a   Residual    Certificate    acknowledges   that   such   Residual
Certificateholder's  Residual Certificates represent beneficial interests in the
Trust only and do not represent interests in or obligations of the Servicer, the
Sponsor,  the Owner Trustee, the Indenture Trustee, the Insurer 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  Agreement,  the Residual
Certificates or the Basic Documents.

                  SECTION 12.10.  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  12.11.   GOVERNING  LAW.  THIS  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  12.12.   SERVICER.  The  Servicer  is  authorized  to
prepare, or cause to be prepared, execute and deliver on behalf of the Trust all
such documents, reports, filings,  instruments,  certificates and opinions as it
shall be the duty of the Trust or Owner  Trustee  to  prepare,  file or  deliver
pursuant to the Basic Documents.  Upon written request,  the Owner Trustee shall
execute and deliver to the Servicer a limited power of attorney  appointing  the
Servicer  the Trust's  agent and  attorney-in-fact  to  prepare,  or cause to be
prepared, execute and deliver all such documents, reports, filings, instruments,
certificates and opinions.

                                       33
<PAGE>


                  IN WITNESS WHEREOF,  the parties hereto have caused this Trust
Agreement  to be duly  executed  by  their  respective  officers  hereunto  duly
authorized as of the day and year first above written.



                                    [OWNER TRUSTEE],
                                      Owner Trustee


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                                    GREENPOINT MORTGAGE SECURITIES LLC,
                                     Sponsor



                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:

Acknowledged and Agreed:

GREENPOINT MORTGAGE FUNDING, INC.,
Servicer

By:
   -----------------------------
   Name:
   Title:




<PAGE>

                                                                       EXHIBIT A


                              RESIDUAL CERTIFICATE


THIS RESIDUAL  CERTIFICATE  REPRESENTS CERTAIN RESIDUAL RIGHTS TO PAYMENT TO THE
EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERRED TO HEREIN.

THIS  RESIDUAL  CERTIFICATE  MAY NOT BE HELD BY OR  TRANSFERRED  TO A NON-UNITED
STATES PERSON.

THIS  RESIDUAL  CERTIFICATE  HAS NOT BEEN  REGISTERED  OR  QUALIFIED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE.  ANY
RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS RESIDUAL CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION  MAY BE MADE ONLY IN A TRANSACTION  WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 4.10 OF THE TRUST AGREEMENT REFERRED TO HEREIN.

NO  TRANSFER OF THIS  RESIDUAL  CERTIFICATE  MAY BE MADE  UNLESS THE  TRANSFEREE
PROVIDES  A   REPRESENTATION   LETTER  FROM  THE  TRANSFEREE  OF  SUCH  RESIDUAL
CERTIFICATE,  ACCEPTABLE TO AND IN FORM AND SUBSTANCE  SATISFACTORY TO THE OWNER
TRUSTEE AND THE INSURER,  TO THE EFFECT THAT SUCH  TRANSFEREE IS NOT AN EMPLOYEE
BENEFIT  PLAN (AS  DEFINED  IN  SECTION  3(3) OF ERISA)  THAT IS  SUBJECT TO THE
PROVISIONS OF TITLE I OF ERISA,  A PLAN  DESCRIBED IN SECTION  4975(e)(1) OF THE
INTERNAL  REVENUE CODE,  NOR A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF
ANY SUCH PLAN, WHICH REPRESENTATION  LETTER SHALL NOT BE AN EXPENSE OF THE OWNER
TRUSTEE OR THE INSURER.

NO TRANSFER  OF A RESIDUAL  CERTIFICATE  SHALL BE MADE  UNLESS SUCH  TRANSFER IS
EXEMPT FROM THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933, AS
AMENDED,  AND ANY APPLICABLE STATE SECURITIES LAWS OR IS MADE IN ACCORDANCE WITH
SAID ACT AND LAWS.  EXCEPT FOR THE INITIAL ISSUANCE OF THE RESIDUAL  CERTIFICATE
TO THE SPONSOR, THE OWNER TRUSTEE SHALL REQUIRE (i) THE TRANSFEREE TO EXECUTE AN
INVESTMENT  LETTER  ACCEPTABLE TO AND IN FORM AND SUBSTANCE  SATISFACTORY TO THE
OWNER  TRUSTEE AND THE INSURER  CERTIFYING  TO THE OWNER TRUSTEE AND THE INSURER
THE FACTS  SURROUNDING SUCH TRANSFER,  WHICH  INVESTMENT  LETTER SHALL NOT BE AN
EXPENSE OF THE OWNER TRUSTEE, OR THE INSURER OR (ii) IF THE INVESTMENT LETTER IS
NOT  DELIVERED,  A WRITTEN  OPINION  OF  COUNSEL  ACCEPTABLE  TO AND IN FORM AND
SUBSTANCE  SATISFACTORY  TO THE OWNER TRUSTEE,  THE INSURER AND THE SPONSOR THAT
SUCH TRANSFER MAY BE MADE PURSUANT TO AN EXEMPTION,  DESCRIBING  THE  APPLICABLE
EXEMPTION  AND THE BASIS  THEREFOR,  FROM SAID ACT OR IS BEING MADE  PURSUANT TO

<PAGE>

SAID ACT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE OWNER TRUSTEE,
THE INSURER OR THE  SPONSOR.  THE HOLDER OF A RESIDUAL  CERTIFICATE  DESIRING TO
EFFECT SUCH TRANSFER SHALL,  AND DOES HEREBY AGREE TO, INDEMNIFY THE SPONSOR AND
THE INSURER  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.

THE RESIDUAL  CERTIFICATES  AND ANY INTEREST  THEREIN  SHALL NOT BE  TRANSFERRED
EXCEPT UPON SATISFACTION OF THE FOLLOWING CONDITIONS  PRECEDENT:  (I) THE PERSON
THAT ACQUIRES A RESIDUAL  CERTIFICATE  SHALL (A) BE ORGANIZED AND EXISTING UNDER
THE LAWS OF THE  UNITED  STATES  OF  AMERICA  OR ANY  STATE OR THE  DISTRICT  OF
COLUMBIA THEREOF,  (B) EXPRESSLY ASSUME,  BY AN AGREEMENT  SUPPLEMENTAL  HERETO,
EXECUTED AND DELIVERED TO THE OWNER TRUSTEE AND THE INSURER,  THE PERFORMANCE OF
EVERY COVENANT AND  OBLIGATION OF THE SPONSOR UNDER THE TRUST  AGREEMENT AND (C)
AS PART OF ITS ACQUISITION OF A RESIDUAL CERTIFICATE,  ACQUIRE ALL RIGHTS OF THE
RESIDUAL  CERTIFICATEHOLDER UNDER SECTION 4.10 OF THE TRUST AGREEMENT TO AMOUNTS
PAYABLE  TO  THE  RESIDUAL   CERTIFICATE  OR  SUCH   TRANSFEREE   UNDER  SECTION
8.7(D)(XIII)  OF THE  INDENTURE;  (II) THE HOLDER OF THE  RESIDUAL  CERTIFICATES
SHALL  DELIVER TO THE OWNER  TRUSTEE  AND THE INSURER AN  OFFICER'S  CERTIFICATE
STATING THAT SUCH TRANSFER AND SUCH  SUPPLEMENTAL  AGREEMENT COMPLY WITH SECTION
4.10(C) OF THE TRUST  AGREEMENT AND THAT ALL  CONDITIONS  PRECEDENT  PROVIDED BY
SECTION 4.10(C) OF THE TRUST AGREEMENT HAVE BEEN COMPLIED WITH AND AN OPINION OF
COUNSEL STATING THAT ALL CONDITIONS PRECEDENT PROVIDED BY SECTION 4.10(C) OF THE
TRUST AGREEMENT HAVE BEEN COMPLIED WITH, AND THE OWNER TRUSTEE MAY  CONCLUSIVELY
RELY ON SUCH  OFFICER'S  CERTIFICATE,  SHALL HAVE NO DUTY TO MAKE INQUIRIES WITH
REGARD TO THE MATTERS  SET FORTH  THEREIN  AND SHALL  INCUR NO  LIABILITY  IN SO
RELYING;  (III) THE HOLDER OF THE  RESIDUAL  CERTIFICATES  SHALL  DELIVER TO THE
OWNER TRUSTEE AND THE INSURER A LETTER FROM EACH RATING AGENCY  CONFIRMING  THAT
ITS RATING OF THE  NOTES,  AFTER  GIVING  EFFECT TO SUCH  TRANSFER,  WILL NOT BE
REDUCED OR WITHDRAWN  WITHOUT  REGARD TO THE POLICY;  (IV) THE TRANSFEREE OF THE
RESIDUAL  CERTIFICATES  SHALL DELIVER TO THE OWNER  TRUSTEE,  AND THE INSURER AN
OPINION  OF  COUNSEL TO THE EFFECT  THAT (A) SUCH  TRANSFER  WILL NOT  ADVERSELY
AFFECT THE  TREATMENT  OF THE NOTES AFTER SUCH  TRANSFER AS DEBT FOR FEDERAL AND
APPLICABLE  STATE INCOME TAX PURPOSES,  (B) SUCH TRANSFER WILL NOT RESULT IN THE
TRUST BEING SUBJECT TO TAX AT THE ENTITY LEVEL FOR FEDERAL OR  APPLICABLE  STATE
TAX PURPOSES, (C) SUCH TRANSFER WILL NOT HAVE ANY MATERIAL ADVERSE IMPACT ON THE
FEDERAL OR  APPLICABLE  STATE INCOME  TAXATION OF A  NOTEHOLDER  OR ANY RESIDUAL
CERTIFICATEHOLDER  AND (D) SUCH  TRANSFER  WILL NOT  RESULT  IN THE  ARRANGEMENT
CREATED BY THE TRUST AGREEMENT OR ANY "PORTION" OF THE TRUST, BEING TREATED AS A
TAXABLE MORTGAGE POOL AS DEFINED IN SECTION 7701(I) OF THE CODE; (V) ALL FILINGS
AND OTHER  ACTIONS

<PAGE>

NECESSARY  TO  CONTINUE  THE  PERFECTION  OF THE  INTEREST  OF THE  TRUST IN THE
MORTGAGE LOANS AND THE OTHER PROPERTY  CONVEYED UNDER THE TRUST  AGREEMENT SHALL
HAVE  BEEN  TAKEN OR MADE AND (VI) THE  INSURER  SHALL  HAVE  CONSENTED  TO SUCH
TRANSFER.

THIS RESIDUAL  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.



<PAGE>


          GREENPOINT HOME EQUITY LOAN TRUST 200_-_ RESIDUAL CERTIFICATE

Percentage Interest:  100%                       Cut-Off Date:  __________, 200_
First Payment Date:  __________, 200_              Issue Date:  __________, 200_

No. 1

                       GreenPoint Mortgage Securities LLC
                           Residual Certificateholder

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


                   [OWNER  TRUSTEE],  not in its individual  capacity but solely
                   as Owner Trustee



                   By:
                      ----------------------------------------------------------
                      Authenticating Agent





<PAGE>

                  The Trust was created  pursuant to a Trust  Agreement dated as
of  ________,  200_ (the  "TRUST  AGREEMENT"),  between  the  Sponsor and [Owner
Trustee],  as owner trustee (the "OWNER  TRUSTEE"),  a summary of certain of the
pertinent  provisions  of which is set forth below.  To the extent not otherwise
defined herein,  the capitalized terms used herein have the meanings assigned to
them in the Trust Agreement.

                  This  Residual  Certificate  is  one of  the  duly  authorized
Residual  Certificates  designated as GreenPoint  Home Equity Loan "Asset Backed
Certificates"  (herein called the "RESIDUAL  CERTIFICATES").  Also issued by the
Trust under the Indenture is one class of Notes designated as Class A Notes (the
"NOTES").  These Residual  Certificates  are issued under and are subject to the
terms,  provisions  and  conditions  of the  Trust  Agreement,  to  which  Trust
Agreement the holder of this Residual  Certificate  by virtue of the  acceptance
hereof  assents  and by which such  holder is bound.  The  property of the Trust
includes a pool of certain  adjustable  rate home equity  revolving  credit line
loans (the "HELOC MORTGAGE  LOANS")  (including any Additional  Balances related
thereto)  and certain  second lien  closed-end  mortgage  loans (the "Closed End
Mortgage Loans").

                  Under the Trust  Agreement,  there will be  distributed on the
__th day of each  month  or, if such __th day is not a  Business  Day,  the next
Business Day (the "PAYMENT DATE"), commencing on __________, 200_, to the Person
in whose name this Residual  Certificate  is registered at the close of business
on the  Business  Day  preceding  such  Payment  Date (the  "RECORD  DATE") such
Residual Certificateholder's Percentage Interest in the amount to be distributed
to Residual Certificateholders on such Payment Date.

                  The  holder  of this  Residual  Certificate  acknowledges  and
agrees  that its rights to  receive  distributions  in respect of this  Residual
Certificate  are  subordinated  to the rights of the Noteholders as described in
the Sale and Servicing  Agreement,  the Indenture  and the Trust  Agreement,  as
applicable.

                  The holder of this Residual Certificate, by acceptance of this
Residual  Certificate,  specifically  acknowledges  that it has no  right  to or
interest in any monies at any time held in the Trust Estate prior to the release
of such monies  pursuant to Sections  8.7(d)(xiii)  and 8.6(c) of the Indenture,
such  monies  being  held in trust for the  benefit of the  Noteholders  and the
Insurer.  Notwithstanding the foregoing, in the event that it is ever determined
that the monies held in the Trust Estate constitute a pledge of collateral, then
the  provisions  of the Sale and  Servicing  Agreement  shall be  considered  to
constitute  a security  agreement  and the holder of this  Residual  Certificate
hereby  grants  to the  Indenture  Trustee  and the  Insurer  a  first  priority
perfected  security  interest  in  such  amounts.  In  addition,  each  Residual
Certificateholder,  by acceptance of its Residual  Certificate,  hereby appoints
the Sponsor as its agent to pledge a first priority  perfected security interest
in the  Reserve  Fund and agrees to execute  and  deliver  such  instruments  of
conveyance,  assignment,  grant,  confirmation,  etc.,  as well as any financing
statements,  in each case as the Insurer shall consider reasonably  necessary in
order  to  perfect  the  Indenture  Trustee's  security  interest  in the  Trust
Property.

                  It is the  intent  of  the  Sponsor,  the  Servicer,  and  the
Residual  Certificateholders  that,  for purposes of Federal  income taxes,  the
Trust will be treated as a branch.  In the event that the Residual  Certificates
are held by more than one Holder, it is the intent of the Sponsor, the

<PAGE>

Servicer,  and the  Residual  Certificateholders  that,  for purposes of Federal
income  taxes,  the Trust  will be  treated as a  partnership  and the  Residual
Certificateholders will be treated as partners in that partnership.  The Sponsor
and  any  other  Residual  Certificateholders,   by  acceptance  of  a  Residual
Certificate,  agree  to  treat,  and to take no  action  inconsistent  with  the
treatment  of, the Residual  Certificates  for such tax purposes as  partnership
interests in the Trust. Each Residual Certificateholder,  by its acceptance of a
Residual Certificate,  covenants and agrees that such Residual Certificateholder
will not at any time institute against the Trust or the Sponsor,  or join in any
institution against the Trust or the Sponsor 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 Residual  Certificates,  the Certificates,  the
Trust Agreement or any of the Basic Documents.

                  Distributions  on this  Residual  Certificate  will be made as
provided in the Sale and Servicing  Agreement and the Indenture by the Indenture
Trustee by wire  transfer or check mailed to the Residual  Certificateholder  of
record in the Certificate Register without the presentation or surrender of this
Residual  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 Residual  Certificate  will be made after due notice by the
Owner Trustee of the pendency of such  distribution  and only upon  presentation
and surrender of this Residual  Certificate  at the office or agency  maintained
for the purpose by the Owner Trustee in the Corporate Trust Office.

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

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

                  The Trust Agreement  permits,  with certain exceptions therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the  Sponsor and the rights of the  Residual  Certificateholders
under the Trust  Agreement at any time by the Sponsor and the Owner Trustee with
the prior written  consent of the Insurer and with the consent of the holders of
the Notes and the Residual  Certificates  evidencing not less than a majority of
the outstanding Notes and the Residual Certificates. Any such amendment shall be
conclusive and binding upon the holder of this Residual  Certificate  and on all
future  holders of this  Residual

<PAGE>

Certificate and of any Residual  Certificate  issued upon the transfer hereof or
in exchange  hereof or in lieu hereof whether or not notation of such consent is
made upon this  Residual  Certificate.  The Trust  Agreement  also  permits  the
amendment thereof, in certain limited circumstances,  without the consent of the
holders of any of the  Residual  Certificates  (other than the  Sponsor,  or the
Insurer).

                  As  provided  in the Trust  Agreement  and  subject to certain
limitations  therein set forth,  the transfer of this  Residual  Certificate  is
registrable  in  the  Certificate  Register  upon  surrender  of  this  Residual
Certificate  for  registration  of  transfer  at the  offices or agencies of the
Certificate  Registrar  maintained by the Owner  Trustee in the Corporate  Trust
Office,  accompanied by a written instrument of transfer in form satisfactory to
the Owner  Trustee and the  Certificate  Registrar  duly  executed by the holder
hereof or such holder's  attorney duly authorized in writing,  and thereupon one
or more new Residual  Certificates  in 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 [Owner Trustee].

                  Except for Residual  Certificates  issued to the Sponsor,  the
Residual  Certificates  are issuable  only as registered  Residual  Certificates
without coupons in  denominations  of $1,000 or integral  multiples of $1,000 in
excess  thereof.  As  provided  in the Trust  Agreement  and  subject to certain
limitations  therein set forth,  Residual  Certificates are exchangeable for new
Residual Certificates in 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 Registrar,  the Insurer and
any agent of the Owner Trustee,  the Certificate  Registrar,  or the Insurer may
treat the person in whose name this  Residual  Certificate  is registered as the
owner hereof for all purposes,  and none of the Owner Trustee,  the  Certificate
Registrar, the Insurer nor 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  upon the payment to
Residual  Certificateholders of all amounts required to be paid to them pursuant
to the Trust Agreement,  the Indenture and the Sale and Servicing  Agreement and
the  disposition  of all property held as part of the Trust.  The Sponsor may at
its  option  redeem  the Notes at a price and upon the  satisfaction  of certain
conditions specified in Section 7.01(b) of the Sale and Servicing Agreement, and
if all of the Notes are redeemed,  such  redemption may result in termination of
the Trust which may effect a transfer  of the  Residual  Certificates;  however,
such right of purchase is exercisable,  subject to certain restrictions, only on
any Payment  Date on or after the Payment  Date  immediately  prior to which the
Note Principal Balance is less than or equal to 10% of the related Original Note
Principal Balance,  all amounts due and owing to the Insurer for unpaid premiums
and unreimbursed  draws on the Policy and all other amounts due and owing to the
Insurer  pursuant to the Insurance  Agreement  together with interest thereon as
provided under the Insurance Agreement have been paid.

<PAGE>

                  The recitals contained herein shall be taken as the statements
of the  Sponsor  or the  Servicer,  as the case may be,  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  Residual
Certificate or of any Mortgage Loan or related document.

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



<PAGE>


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


                            GREENPOINT HOME EQUITY LOAN TRUST 200_-_

                            By: [OWNER TRUSTEE], not in its individual capacity
                                but solely as Owner Trustee



                            By:
                               -------------------------------------------------
                               Name:
                               Title:


Dated:  __________, 200_


<PAGE>

                                   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 Residual Certificate,  and all rights thereunder,  hereby irrevocably
constituting and appointing


----------------- Attorney to transfer  said Residual  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
      of the  registered  owner  as it  appears  on the  face  of the  within
      Residual   Certificate  in  every   particular,   without   alteration,
      enlargement or any change  whatever.  Such signature must be guaranteed
      by an "eligible guarantor  institution" meeting the requirements of the
      Certificate   Registrar,   which  requirements  include  membership  or
      participation in STAMP or such other "signature  guarantee  program" as
      may be  determined by the  Certificate  Registrar in addition to, or in
      substitution for, STAMP, all in accordance with the Securities Exchange
      Act of 1934, as amended.


<PAGE>

                                                                       EXHIBIT B

                             CERTIFICATE OF TRUST OF
                    GREENPOINT HOME EQUITY LOAN TRUST 200_-_


                  This Certificate of Trust of GreenPoint Home Equity Loan Trust
200_-_ (the "TRUST"), dated as of ___________,  200_, is being duly executed and
filed by [Owner Trustee], a Delaware banking corporation,  as trustee, to form a
statutory  trust under the Delaware  Statutory Trust Act (12 DEL. CODE, ss. 3801
ET SEQ.).

                  1. NAME.  The name of the  statutory  trust  formed  hereby is
GreenPoint Home Equity Loan Trust 200_-_.

                  2. DELAWARE TRUST.  The name and business address of the Owner
Trustee  of the  Trust in the  State of  Delaware  is  [Owner  Trustee],  [Owner
Trustee's Address].

                  3. This Certificate of Trust will be effective ________, 200_.

                  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.


                              [OWNER TRUSTEE],
                              not in its individual capacity but solely as Owner
                              Trustee of the Trust.



                              By:
                                 -----------------------------------------------
                                 Name:
                                 Title: