omacs320130104x43.htm




EXHIBIT 4.3



























                        OPTEUM MORTGAGE ACCEPTANCE CORPORATION







                                  as Depositor

















                                       and

















                          _____________________________







                                as Owner Trustee

















                          _____________________________







                                 TRUST AGREEMENT







                          Dated as of ________________







                          _____________________________

















                    $_________ Mortgage-Backed Certificates,


                                 SERIES 20__-__









































  





  











  


















TABLE OF CONTENTS







SECTION







ARTICLE I


DEFINITIONS







Section 1.01  Definitions........


Section 1.02  Other Definitional Provisions......................







ARTICLE II


ORGANIZATION







Section 2.01  Name...................................................................


Section 2.02  Office......................


Section 2.03  Purposes and Powers......................


Section 2.04  Appointment of Owner Trustee......................


Section 2.05  Initial Capital Contribution of Owner Trust Estate


Section 2.06  Declaration of Trust........


Section 2.07  Liability of the Holder of the Certificates......................


Section 2.08  Title to Trust Property...............


Section 2.09  Situs of Trust.........................................


Section 2.10  Representations and Warranties of the Depositor.....................


Section 2.11  Payment of Trust Fees......................







ARTICLE III


CONVEYANCE OF THE MORTGAGE COLLATERAL; CERTIFICATES







Section 3.01  Conveyance of the Mortgage Collateral.........................


Section 3.02  Initial Ownership............................


Section 3.03  The Certificates......................


Section 3.04  Authentication of Certificates.......................................


Section 3.05  Registration of and Limitations on Transfer and Exchange of Certificates


Section 3.06  Mutilated, Destroyed, Lost or Stolen Certificates......................


Section 3.07  Persons Deemed Certificateholders......................


Section 3.08  Access to List of Certificateholders' Names and Addresses............


Section 3.09  Maintenance of Office or Agency ......................


Section 3.10  Certificate Paying Agent.......................


Section 3.11  Ownership......................







ARTICLE IV


AUTHORITY AND DUTIES OF OWNER TRUSTEE







Section 4.01  General Authority..................


Section 4.02  General Duties......................


Section 4.03  Action Upon Instruction.....................


Section 4.04  No Duties Except as Specified under Specified Documents or in Instructions


Section 4.05  Restrictions......................


Section 4.06  Prior Notice to Certificateholders with Respect to Certain Matters.......


Section 4.07  Action by Certificateholders with Respect to Certain Matters......


Section 4.08  Action by Certificateholders with Respect to Bankruptcy.......


Section 4.09  Restrictions on Certificateholders' Power ..........


Section 4.10  Majority Control.......................











  





  











  








ARTICLE V


APPLICATION OF TRUST FUNDS







Section 5.01  Distributions......................


Section 5.02  Method of Payment......................


Section 5.03  Signature on Returns...........................................


Section 5.04  Statements to Certificateholders..................


Section 5.05  Tax Reporting; Tax Elections......................







ARTICLE VI


CONCERNING THE OWNER TRUSTEE







Section 6.01  Acceptance of Trusts and Duties....................


Section 6.02  Furnishing of Documents............................


Section 6.03  Representations and Warranties..............................


Section 6.04  Reliance; Advice of Counsel.......................


Section 6.05  Not Acting in Individual Capacity.....................


Section 6.06  Owner Trustee Not Liable for Certificates or Related Documents


Section 6.07  Owner Trustee May Own Certificates and Bonds......................







ARTICLE VII


COMPENSATION OF OWNER TRUSTEE







Section 7.01  Owner Trustee's Fees and Expenses......................


Section 7.02  Indemnification........................................







ARTICLE VIII


TERMINATION OF TRUST AGREEMENT







Section 8.01  Termination of Trust Agreement.....................................


Section 8.02  Dissolution upon Bankruptcy of the Holder of the Designated Certificate







ARTICLE IX


SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES







Section 9.01  Eligibility Requirements for Owner Trustee......................


Section 9.02  Replacement of Owner Trustee......................


Section 9.03  Successor Owner Trustee.............................


Section 9.04  Merger or Consolidation of Owner Trustee.................


Section 9.05  Appointment of Co-trustee or Separate Trustee......................







ARTICLE X


MISCELLANEOUS







Section 10.01 Amendments......................


Section 10.02 No Legal Title to Owner Trust Estate.................................


Section 10.03 Limitations on Rights of Others............


Section 10.04 Notices..........................................


Section 10.05 Severability.............


Section 10.06 Separate Counterparts...............................


Section 10.07 Successors and Assigns......


Section 10.08 [No Petition................................


Section 10.09 No Recourse......................................................


Section 10.10 Headings......................


Section 10.11 Governing Law.......................


Section 10.12 Integration...........................................











  





  











  








EXHIBIT







Exhibit A - Form of Certificate......................


Exhibit B - Certificate of Trust of Opteum Mortgage Acceptance Corporation MBN Trust...


Exhibit C - Form of Certificate of Non-Foreign Status......................


Exhibit D - Form of Investment Letter.........................


Exhibit E - Form of Investment Letter for Certificates..............................





















  





  











  


















         This Trust Agreement, dated as of ________________ (as amended from


time to time, this "Trust Agreement"), between Opteum Mortgage Acceptance Corporation,


a Delaware corporation, as Depositor (the "Depositor") and


______________________, a Delaware ___________________, as Owner Trustee (the


"Owner Trustee"),







                                WITNESSETH THAT:







         In consideration of the mutual agreements herein contained, the


Depositor and the Owner Trustee agree as follows:
















  





  











  























                                    ARTICLE I







DEFINITIONS







         Section 1.01 DEFINITIONS. For all purposes of this Trust Agreement,


except as otherwise expressly provided herein or unless the context otherwise


requires, capitalized terms not otherwise defined herein shall have the meanings


assigned to such terms in the Indenture. All other capitalized terms used herein


shall have the meanings specified herein.







         Section 1.02 Other Definitional Provisions.







         (a) All terms defined in this Trust Agreement shall have the defined


meanings when used in any certificate or other document made or delivered


pursuant hereto unless otherwise defined therein.







         (b) As used in this Trust Agreement and in any certificate or other


document made or delivered pursuant hereto or thereto, accounting terms not


defined in this Trust Agreement or in any such certificate or other document,


and accounting terms partly defined in this Trust Agreement or in any such


certificate or other document to the extent not defined, shall have the


respective meanings given to them under generally accepted accounting


principles. To the extent that the definitions of accounting terms in this Trust


Agreement or in any such certificate or other document are inconsistent with the


meanings of such terms under generally accepted accounting principles, the


definitions contained in this Trust Agreement or in any such certificate or


other document shall control.







         (c) The words "hereof," "herein," "hereunder" and words of similar


import when used in this Trust Agreement shall refer to this Trust Agreement as


a whole and not to any particular provision of this Trust Agreement; Section and


Exhibit references contained in this Trust Agreement are references to Sections


and Exhibits in or to this Trust Agreement unless otherwise specified; and the


term "including" shall mean "including without limitation".







         (d) The definitions contained in this Trust Agreement are applicable to


the singular as well as the plural forms of such terms and to the masculine as


well as to the feminine and neuter genders of such terms.







         (e) Any agreement, instrument or statute defined or referred to herein


or in any instrument or certificate delivered in connection herewith means such


agreement, instrument or statute as from time to time amended, modified or


supplemented and includes (in the case of agreements or instruments) references


to all attachments thereto and instruments incorporated therein; references to a


Person are also to its permitted successors and assigns.
















  





  











  























                                   ARTICLE II







                                  ORGANIZATION







         Section 2.01 NAME. The trust created hereby (the "Trust") shall be


known as "Opteum Mortgage Acceptance Corporation MBN Trust Series 20__-_," in which


name the Owner Trustee may conduct the business of the Trust, make and execute


contracts and other instruments on behalf of the Trust and sue and be sued.







         Section 2.02 OFFICE. The office of the Trust shall be in care of the


Owner Trustee at the Corporate Trust Office or at such other address in Delaware


as the Owner Trustee may designate by written notice to the Certificateholders


and the Depositor.







         Section 2.03 PURPOSES AND POWERS. The purpose of the Trust is to engage


in the following activities:







                  (i) to issue the Bonds pursuant to the Indenture and the


         Certificates pursuant to this Trust Agreement and to sell the Bonds and


         the Certificates;







                  (ii) to pay the organizational, start-up and transactional


         expenses of the Trust;







                  (iii) to assign, grant, transfer, pledge and convey the


         Mortgage Collateral pursuant to the Indenture and to hold, manage and


         distribute to the Certificateholders pursuant to Section 5.01 any


         portion of the Mortgage Collateral released from the Lien of, and


         remitted to the Trust pursuant to the Indenture;







                  (iv) to enter into and perform its obligations under the Basic


         Documents to which it is to be a party;







                  (v) to engage in those activities, including entering into


         agreements, that are necessary, suitable or convenient to accomplish


         the foregoing or are incidental thereto or connected therewith,


         including, without limitation, to accept additional contributions of


         equity that are not subject to the Lien of the Indenture; and







                  (vi) subject to compliance with the Basic Documents, to engage


         in such other activities as may be required in connection with


         conservation of the Owner Trust Estate and the making of distributions


         to the Certificateholders and the Bondholders.







The Trust is hereby authorized to engage in the foregoing activities. The Trust


shall not engage in any activity other than in connection with the foregoing or


other than as required or authorized by the terms of this Trust Agreement or the


Basic Documents [while any Bond is outstanding and without regard to the Bonds


and] [without the consent of __% of the Certificateholders].







         Section 2.04 APPOINTMENT OF OWNER TRUSTEE. The Depositor hereby


appoints the Owner Trustee as trustee of the Trust effective as of the date


hereof, to have all the rights, powers and duties set forth herein.







         Section 2.05 INITIAL CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE. The


Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,


as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges


receipt in trust from the Depositor, as of the date hereof, of the foregoing


contribution, which shall constitute the initial corpus of the Trust and shall


be deposited in the Certificate Distribution Account. The Owner Trustee also


acknowledges on behalf of the trust receipt of the Mortgage Collateral and a


Surety Bond assigned to the Trust pursuant to Section 3.01, which shall


constitute the Owner Trust Estate.







         Section 2.06 DECLARATION OF TRUST. The Owner Trustee hereby declares


that it shall hold the Owner Trust Estate in trust upon and subject to the


conditions set forth herein for the use and benefit of the Certificateholders,


subject to the obligations of the Trust under the Basic Documents. It is the


intention of the parties hereto that the Trust constitute a statutory trust


under the Statutory Trust Statute and that this Trust Agreement constitute the


governing instrument of such statutory trust. It is the intention of the parties


hereto that, for income and franchise tax purposes, the Trust shall be treated


as a corporation, with the assets of the corporation being the Owner Trust


Estate, the [equity interest in the corporation] being the Certificates and the


Bonds being debt of the corporation and the provisions of this Agreement shall


be interpreted to further this intention. Except as otherwise provided in this


Trust Agreement, the rights of the Certificateholders will be those of [equity


owners of the Trust] formed under the Delaware [corporation law]. The parties


agree that, unless otherwise required by appropriate tax authorities, the Trust


will file or cause to be filed annual or other necessary returns, reports and


other forms consistent with the characterization of the Trust as a corporation


for such tax purposes. Effective as of the date hereof, the Owner Trustee shall


have all rights, powers and duties set forth herein and in the Statutory Trust


Statute with respect to accomplishing the purposes of the Trust.







         Section 2.07 LIABILITY OF THE HOLDER OF THE CERTIFICATES. (a) The


Holders of the Certificates shall be liable directly to and shall indemnify any


injured party for all losses, claims, damages, liabilities and expenses of the


Trust (including Expenses, to the extent not paid out of the Owner Trust Estate)


to the extent that the Holders of the Certificates would be liable if the Trust


were a corporation under [Delaware corporate law]; provided, however, that the


Holders of the Certificates shall not be liable for payments required to be made


on the Bonds or the Certificates, or for any losses incurred by a


Certificateholder in the capacity of an investor in the Certificates or a


Bondholder in the capacity of an investor in the Bonds. The Holders of the


Certificates shall be liable for any entity level taxes imposed on the Trust. In


addition, any third party creditors of the Trust, including the Credit Enhancer


(other than in connection with the obligations described in the preceding


sentence for which the Holders of the Certificates shall not be liable) shall be


deemed third party beneficiaries of this paragraph. The obligations of the


Holders of the Certificates under this paragraph shall be evidenced by the


Certificates.







         (b) Subject to subsection (a) above, the Certificateholders shall be


entitled to the same limitation of personal liability extended to stockholders


of private corporations for profit organized under the General Corporation Law


of the State of Delaware.







         Section 2.08 TITLE TO TRUST PROPERTY. Legal title to the Owner Trust


Estate shall be vested at all times in the Trust as a separate legal entity


except where applicable law in any jurisdiction requires title to any part of


the Owner Trust Estate to be vested in a trustee or trustees, in which case


title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a


separate trustee, as the case may be.







         Section 2.09 SITUS OF TRUST. The Trust will be located and administered


in the State of Delaware. All bank accounts maintained by the Owner Trustee on


behalf of the Trust shall be located in the State of Delaware or the State of


________. The Trust shall not have any employees in any state other than


Delaware; provided, however, that nothing herein shall restrict or prohibit the


Owner Trustee from having employees within or without the State of Delaware or


taking actions outside the State of Delaware in order to comply with Section


2.03. Payments will be received by the Trust only in Delaware, New York or


________, and payments will be made by the Trust only from Delaware, New York or


________. The only office of the Trust will be at the Corporate Trust Office in


Delaware.







         Section 2.10 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The


Depositor hereby represents and warrants to the Owner Trustee that:







                  (i) The Depositor is duly organized and validly existing as a


         corporation in good standing under the laws of the State of Delaware,


         with power and authority to own its properties and to conduct its


         business as such properties are currently owned and such business is


         presently conducted.







                  (ii) The Depositor is duly qualified to do business as a


         foreign corporation in good standing and has obtained all necessary


         licenses and approvals in all jurisdictions in which the ownership or


         lease of its property or the conduct of its business shall require such


         qualifications and in which the failure to so qualify would have a


         material adverse effect on the business, properties, assets or


         condition (financial or other) of the Depositor.







                  (iii) The Depositor has the power and authority to execute and


         deliver this Trust Agreement and to carry out its terms; the Depositor


         has full power and authority to sell and assign the property to be sold


         and assigned to and deposited with the Trust as part of the Trust and


         the Depositor has duly authorized such sale and assignment and deposit


         to the Trust by all necessary corporate action; and the execution,


         delivery and performance of this Trust Agreement have been duly


         authorized by the Depositor by all necessary corporate action.







                  (iv) The consummation of the transactions contemplated by this


         Trust Agreement and the fulfillment of the terms hereof do not conflict


         with, result in any breach of any of the terms and provisions of, or


         constitute (with or without notice or lapse of time) a default under,


         the articles of incorporation or bylaws of the Depositor, or any


         indenture, agreement or other instrument to which the Depositor is a


         party or by which it is bound; nor result in the creation or imposition


         of any Lien upon any of its properties pursuant to the terms of any


         such indenture, agreement or other instrument (other than pursuant to


         the Basic Documents); nor violate any law or, to the best of the


         Depositor's knowledge, any order, rule or regulation applicable to the


         Depositor of any court or of any federal or state regulatory body,


         administrative agency or other governmental instrumentality having


         jurisdiction over the Depositor or its properties.







        Section 2.11 PAYMENT OF TRUST FEES. The Owner Trustee shall cause the


Administrator (i) to pay the Trust's fees and expenses incurred with respect to


the performance of the Trust's duties under the Indenture from amounts received


pursuant to Section 3.05(x) under the Indenture and (ii) to notify the


Certificate Paying Agent of such fees and expenses incurred thereunder.
















  





  











  


















                                  ARTICLE III







               CONVEYANCE OF THE MORTGAGE COLLATERAL; CERTIFICATES







         Section 3.01 CONVEYANCE OF THE MORTGAGE COLLATERAL. The Depositor,


concurrently with the execution and delivery hereof, does hereby transfer,


convey, sell and assign to the Trust, on behalf of the Holders of the Bonds and


the Certificates and the Credit Enhancer, without recourse, all its right, title


and interest in and to the Mortgage Collateral. The Depositor will also provide


the Trust with a Surety Bond.







         The parties hereto intend that the transaction set forth herein be a


sale by the Depositor to the Trust of all of its right, title and interest in


and to the Mortgage Collateral. In the event that the transaction set forth


herein is not deemed to be a sale, the Depositor hereby grants to the Trust a


security interest in all of its right, title and interest in, to and under the


Owner Trust Estate, all distributions thereon and all proceeds thereof; and this


Trust Agreement shall constitute a security agreement under applicable law.







         Section 3.02 INITIAL OWNERSHIP. Upon the formation of the Trust by the


contribution by the Depositor pursuant to Section 2.05 and until the conveyance


of the Mortgage Collateral pursuant to Section 3.01 and the issuance of the


Certificates, the Depositor shall be the sole Certificateholder.







         Section 3.03 THE CERTIFICATES. The Certificates shall be issued in


minimum denominations of $[250,000] and in integral multiples of $10,000 in


excess thereof; except for one Certificate that may not be in an integral


multiple of $10,000; provided, however, that the Designated Certificate issued


pursuant to Section 3.11 may be issued in the amount of $_________. The


Certificates shall be executed on behalf of the Trust by manual or facsimile


signature of an authorized officer of the Owner Trustee and authenticated in the


manner provided in Section 3.04. Certificates bearing the manual or facsimile


signatures of individuals who were, at the time when such signatures shall have


been affixed, authorized to sign on behalf of the Trust, shall be validly issued


and entitled to the benefit of this Trust Agreement, notwithstanding that such


individuals or any of them shall have ceased to be so authorized prior to the


authentication and delivery of such Certificates or did not hold such offices at


the date of authentication and delivery of such Certificates. A Person shall


become a Certificateholder and shall be entitled to the rights and subject to


the obligations of a Certificateholder hereunder upon such Person's acceptance


of a Certificate duly registered in such Person's name, pursuant to Section


3.05.







         A transferee of a Certificate shall become a Certificateholder and


shall be entitled to the rights and subject to the obligations of a


Certificateholder hereunder upon such transferee's acceptance of a Certificate


duly registered in such transferee's name pursuant to and upon satisfaction of


the conditions set forth in Section 3.05.







         Section 3.04 AUTHENTICATION OF CERTIFICATES. Concurrently with the


acquisition of the Mortgage Collateral by the Trust, the Owner Trustee shall


cause the Certificates in an aggregate principal amount equal to the Initial


Principal Balance of the Certificates to be executed on behalf of the Trust,


authenticated and delivered to or upon the written order of the Depositor,


signed by its chairman of the board, its president or any vice president,


without further corporate action by the Depositor, in authorized denominations.


No Certificate shall entitle its holder to any benefit under this Trust


Agreement or be valid for any purpose unless there shall appear on such


Certificate a certificate of authentication substantially in the form set forth


in Exhibit A, executed by the Owner Trustee or ____________________, by manual


signature; such authentication shall constitute conclusive evidence that such


Certificate shall have been duly authenticated and delivered hereunder. All


Certificates shall be dated the date of their authentication.







         Section 3.05 REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE


OF CERTIFICATES. The Certificate Registrar shall keep or cause to be kept, at


the office or agency maintained pursuant to Section 3.09, a Certificate Register


in which, subject to such reasonable regulations as it may prescribe, the [Owner


Trustee] shall provide for the registration of Certificates and of transfers and


exchanges of Certificates as herein provided. _____________________________


shall be the initial Certificate Registrar. If the Certificate Registrar resigns


or is removed, the Owner Trustee shall appoint a successor Certificate


Registrar.







         Subject to satisfaction of the conditions set forth below and to the


provisions of Section 3.11 with respect to the Designated Certificate, upon


surrender for registration of transfer of any Certificate at the office or


agency maintained pursuant to Section 3.09, the Owner Trustee shall execute,


authenticate and deliver (or shall cause __________________________________ as


its authenticating agent to authenticate and deliver) in the name of the


designated transferee or transferees, one or more new Certificates in authorized


denominations of a like aggregate amount dated the date of authentication by the


Owner Trustee or any authenticating agent. At the option of a Holder,


Certificates may be exchanged for other Certificates of authorized denominations


of a like aggregate amount upon surrender of the Certificates to be exchanged at


the office or agency maintained pursuant to Section 3.09.







         Every Certificate presented or surrendered for registration of transfer


or exchange shall be accompanied by a written instrument of transfer in form


satisfactory to the Certificate Registrar duly executed by the Holder or such


Holder's attorney duly authorized in writing. Each Certificate surrendered for


registration of transfer or exchange shall be cancelled and subsequently


disposed of by the Certificate Registrar in accordance with its customary


practice.







         No service charge shall be made for any registration of transfer or


exchange of Certificates, but the Owner Trustee or the Certificate Registrar may


require payment of a sum sufficient to cover any tax or governmental charge that


may be imposed in connection with any transfer or exchange of Certificates.







         No Person shall become a Certificateholder until it shall establish its


non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9


and the Certificate of Non-Foreign Status set forth in Exhibit C hereto.







         No transfer of a Certificate shall be made unless such transfer is


exempt from the registration requirements of the Securities Act and any


applicable state securities laws or is made in accordance with said Act and


laws. In the event of any such transfer, the Certificate Registrar or the


Depositor shall prior to such transfer require the transferee to execute (i) (a)


an investment letter (in substantially the form attached hereto as Exhibit D) in


form and substance reasonably satisfactory to the Certificate Registrar and the


Depositor certifying to the Trust, the Owner Trustee, the Certificate Registrar


and the Depositor that such transferee is a "qualified institutional buyer"


under Rule 144A under the Securities Act, or (b) solely with respect to the


Designated Certificate, an investment letter (in substantially the form attached


hereto as Exhibit E), acceptable to and in form and substance reasonably


satisfactory to the Certificate Registrar and the Depositor, which investment


letters shall not be an expense of the Trust, the Owner Trustee, the Certificate


Registrar, the Servicer or the Depositor and (ii) the Certificate of Non-Foreign


Status (in substantially the form attached hereto as Exhibit C) acceptable to


and in form and substance reasonably satisfactory to the Certificate Registrar


and the Depositor, which certificate shall not be an expense of the Trust, the


Owner Trustee, the Certificate Registrar or the Depositor. The Holder of a


Certificate desiring to effect such transfer shall, and does hereby agree to,


indemnify the Trust, the Owner Trustee, the Certificate Registrar, the Servicer


and the Depositor against any liability that may result if the transfer is not


so exempt or is not made in accordance with such federal and state laws.







         No transfer of a Certificate shall be made unless the Certificate


Registrar shall have received either (i) a representation letter from the


proposed transferee of such Certificate to the effect that such proposed


transferee is not an employee benefit plan subject to the fiduciary


responsibility provisions of ERISA, or Section 4975 of the Code, or a Person


acting on behalf of any such plan or using the assets of any such plan, which


representation letter shall not be an expense of the Trust, Owner Trustee, the


Certificate Registrar, the Servicer or the Depositor or (ii) in the case of any


such certificate presented for registration in the name of an employee benefit


plan subject to the fiduciary responsibility provisions of ERISA, or Section


4975 of the Code (or comparable provisions of any subsequent enactments), or a


trustee of any such plan, or any other Person who is using the assets of any


such plan to effect such acquisition, an Opinion of Counsel, in form and


substance reasonably satisfactory to, and addressed and delivered to, the Trust,


the Certificate Registrar and the Depositor, to the effect that the purchase or


holding of such Certificate will not result in the assets of the Owner Trust


Estate being deemed to be "plan assets" and subject to the fiduciary


responsibility provisions of ERISA or the prohibited transaction provisions of


the Code, will not constitute or result in a prohibited transaction within the


meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code, and


will not subject the Trust, the Owner Trustee, the Certificate Registrar or the


Depositor to any obligation or liability (including obligations or liabilities


under ERISA or Section 4975 of the Code) in addition to those explicitly


undertaken in this Trust Agreement which Opinion of Counsel shall not be an


expense of the Trust, the Owner Trustee, the Certificate Registrar or Depositor.







         Section 3.06 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (a)


any mutilated Certificate shall be surrendered to the Certificate Registrar, or


if the Certificate Registrar shall receive evidence to its satisfaction of the


destruction, loss or theft of any Certificate and (b) there shall be delivered


to the Certificate Registrar and the Owner Trustee such security or indemnity as


may be required by them to save each of them harmless, then in the absence of


notice to the Certificate Registrar or the Owner Trustee that such Certificate


has been acquired by a bona fide purchaser, the Owner Trustee shall execute on


behalf of the Trust and the Owner Trustee or ________________, as the Trust's


authenticating agent, shall authenticate and deliver, in exchange for or in lieu


of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate


of like tenor and denomination. In connection with the issuance of any new


Certificate under this Section 3.06, the Owner Trustee or the Certificate


Registrar may require the payment of a sum sufficient to cover any tax or other


governmental charge that may be imposed in connection therewith. Any duplicate


Certificate issued pursuant to this Section 3.06 shall constitute conclusive


evidence of ownership in the Trust, as if originally issued, whether or not the


lost, stolen or destroyed Certificate shall be found at any time.







         Section 3.07 PERSONS DEEMED CERTIFICATEHOLDERS. Prior to due


presentation of a Certificate for registration of transfer, the Owner Trustee,


the Certificate Registrar or any Certificate Paying Agent may treat the Person


in whose name any Certificate is registered in the Certificate Register as the


owner of such Certificate for the purpose of receiving distributions pursuant to


Section 5.02 and for all other purposes whatsoever, and none of the Trust, the


Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by


any notice to the contrary.







         Section 3.08 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.


The Certificate Registrar shall furnish or cause to be furnished to the


Depositor or the Owner Trustee, within 15 days after receipt by the Certificate


Registrar of a written request therefor from the Depositor or the Owner Trustee,


a list, in such form as the Depositor or the Owner Trustee, as the case may be,


may reasonably require, of the names and addresses of the Certificateholders as


of the most recent Record Date. Each Holder, by receiving and holding a


Certificate, shall be deemed to have agreed not to hold any of the Trust, the


Depositor, the Holder of the Designated Certificate, the Certificate Registrar


or the Owner Trustee accountable by reason of the disclosure of its name and


address, regardless of the source from which such information was derived.







         Section 3.09 MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee on


behalf of the Trust, shall maintain in the Borough of Manhattan, The City of New


York, an office or offices or agency or agencies where Certificates may be


surrendered for registration of transfer or exchange and where notices and


demands to or upon the Owner Trustee in respect of the Certificates and the


Basic Documents may be served. The Owner Trustee initially designates the


Corporate Trust Office of the Owner Trustee as its office for such purposes. The


Owner Trustee shall give prompt written notice to the Depositor, the Holder of


the Designated Certificate and the Certificateholders of any change in the


location of the Certificate Register or any such office or agency.







         Section 3.10 CERTIFICATE PAYING AGENT. (a) The Certificate Paying Agent


shall make distributions to Certificateholders from the Certificate Distribution


Account on behalf of the Trust in accordance with the provisions of the


Certificates and Section 5.01 hereof from payments remitted to the Certificate


Paying Agent by the Indenture Trustee pursuant to Section 3.05 of the Indenture.


The Trust hereby appoints __________________ as Certificate Paying Agent and


_________________ hereby accepts such appointment and further agrees that it


will be bound by the provisions of this Trust Agreement relating to the


Certificate Paying Agent and shall:







                  (i) hold all sums held by it for the payment of amounts due


         with respect to the Certificates in trust for the benefit of the


         Persons entitled thereto until such sums shall be paid to such Persons


         or otherwise disposed of as herein provided;







                  (ii) give the Owner Trustee notice of any default by the Trust


         of which it has actual knowledge in the making of any payment required


         to be made with respect to the Certificates;







                  (iii) at any time during the continuance of any such default,


         upon the written request of the Owner Trustee forthwith pay to the


         Owner Trustee on behalf of the Trust all sums so held in Trust by such


         Certificate Paying Agent;







                  (iv) immediately resign as Certificate Paying Agent and


         forthwith pay to the Owner Trustee on behalf of the Trust all sums held


         by it in trust for the payment of Certificates if at any time it ceases


         to meet the standards required to be met by the Certificate Paying


         Agent at the time of its appointment;







                  (v) comply with all requirements of the Code with respect to


         the withholding from any payments made by it on any Certificates of any


         applicable withholding taxes imposed thereon and with respect to any


         applicable reporting requirements in connection therewith; and







                  (vi) deliver to the Owner Trustee a copy of the report to


         Certificateholders prepared with respect to each Payment Date by the


         Servicer pursuant to Section 4.01 of the Servicing Agreement.







         (b) On the second LIBOR Business Day immediately preceding (i) the


Closing Date in the case of the first Interest Period and (ii) the first day of


each succeeding Interest Period, the Certificate Paying Agent shall determine


LIBOR and the Certificate Rate for such Interest Period and shall inform the


Servicer and the Depositor at their respective facsimile numbers given to the


Certificate Paying Agent in writing thereof.







         (c) The Trust may revoke such power and remove the Certificate Paying


Agent if the Administrator determines in its sole discretion that the


Certificate Paying Agent shall have failed to perform its obligations under this


Trust Agreement in any material respect. __________________ shall be permitted


to resign as Certificate Paying Agent upon 30 days written notice to the Owner


Trustee; provided ________________ is also resigning as Paying Agent under the


Indenture at such time. In the event that ___________________ shall no longer be


the Certificate Paying Agent under this Trust Agreement and Paying Agent under


the Indenture, the Administrator shall appoint a successor to act as Certificate


Paying Agent (which shall be a bank or trust company) and which shall also be


the successor Paying Agent under the Indenture. The Administrator shall cause


such successor Certificate Paying Agent or any additional Certificate Paying


Agent appointed by the Administrator to execute and deliver to the Owner Trustee


an instrument to the effect set forth in this Section 3.10 as it relates to the


Certificate Paying Agent. The Certificate Paying Agent shall return all


unclaimed funds to the Trust and upon removal of a Certificate Paying Agent such


Certificate Paying Agent shall also return all funds in its possession to the


Trust. The provisions of Sections 6.01, 6.03, 6.04 and 7.01 shall apply to the


Certificate Paying Agent to the extent applicable. Any reference in this


Agreement to the Certificate Paying Agent shall include any co-paying agent


unless the context requires otherwise.







         (d) The Certificate Paying Agent shall establish and maintain with


itself a trust account (the "Certificate Distribution Account") in which the


Certificate Paying Agent shall, deposit, on the same day as it is received from


the Indenture Trustee, each remittance received by the Certificate Paying Agent


with respect to payments made pursuant to the Indenture. The Certificate Paying


Agent shall make all distributions of principal of and interest on the


Certificates, from moneys on deposit in the Certificate Distribution Account.







         Section 3.11 [OWNERSHIP. The Certificates shall, for income and


franchise tax purposes, be treated as the equity interest of the Trust. The


Certificates shall not be transferred unless (a) the transferee shall be an


Affiliate of the Seller, unless the prior written consent of the Credit Enhancer


is obtained, which will not be unreasonably withheld, (b) the applicable


provisions of Section 3.05 are satisfied, (c) the Certificate Registrar receives


an Opinion of Counsel to the effect that the transfer of the Certificates shall


not cause the Trust to be subject to an entity level tax and (d) the Rating


Agencies shall consent to such transfer.]
















  





  











  








                                   ARTICLE IV







                      AUTHORITY AND DUTIES OF OWNER TRUSTEE







         Section 4.01 GENERAL AUTHORITY. The Owner Trustee is authorized and


directed to execute and deliver the Basic Documents to which the Trust is to be


a party and each certificate or other document attached as an exhibit to or


contemplated by the Basic Documents to which the Trust is to be a party and any


amendment or other agreement or instrument described herein, in each case, in


such form as the Administrator shall approve, as evidenced conclusively by the


Owner Trustee's execution thereof. In addition to the foregoing, the Owner


Trustee is authorized, but shall not be obligated, to take all actions required


of the Trust pursuant to the Basic Documents. The Owner Trustee is further


authorized from time to time to take such action as the Administrator directs


with respect to the Basic Documents.







         Section 4.02 GENERAL DUTIES. It shall be the duty of the Owner Trustee


to discharge (or cause to be discharged) all of its responsibilities pursuant to


the terms of this Trust Agreement and the Basic Documents to which the Trust is


a party and to administer the Trust in the interest of the Certificateholders,


subject to the Basic Documents and in accordance with the provisions of this


Trust Agreement. Notwithstanding the foregoing, the Owner Trustee shall be


deemed to have discharged its duties and responsibilities hereunder and under


the Basic Documents to the extent the Administrator has agreed in the


Administration Agreement to perform such acts or to discharge such duties of the


Owner Trustee or the Trust hereunder or under any Basic Document, and the Owner


Trustee shall not be held liable for the default or failure of the Administrator


to carry out its obligations under the Administration Agreement.







         Section 4.03 ACTION UPON INSTRUCTION. (a) Subject to Article IV and in


accordance with the terms of the Basic Documents, the Certificateholders may by


written instruction direct the Owner Trustee in the management of the Trust.


Such direction may be exercised at any time by written instruction of the


Certificateholders pursuant to Article IV.







         (b) Notwithstanding the foregoing, the Owner Trustee shall not be


required to take any action hereunder or under any Basic Document if the Owner


Trustee shall have reasonably determined, or shall have been advised by counsel,


that such action is likely to result in liability on the part of the Owner


Trustee or is contrary to the terms hereof or of any Basic Document or is


otherwise contrary to law.







         (c) Whenever the Owner Trustee is unable to decide between alternative


courses of action permitted or required by the terms of this Trust Agreement or


under any Basic Document, or in the event that the Owner Trustee is unsure as to


the application of any provision of this Trust Agreement or any Basic Document


or any such provision is ambiguous as to its application, or is, or appears to


be, in conflict with any other applicable provision, or in the event that this


Trust Agreement permits any determination by the Owner Trustee or is silent or


is incomplete as to the course of action that the Owner Trustee is required to


take with respect to a particular set of facts, the Owner Trustee shall promptly


give notice (in such form as shall be appropriate under the circumstances) to


the Certificateholders (with a copy to the Credit Enhancer) requesting


instruction as to the course of action to be adopted, and to the extent the


Owner Trustee acts in good faith in accordance with any written instruction of


the Certificateholders received, the Owner Trustee shall not be liable on


account of such action to any Person. If the Owner Trustee shall not have


received appropriate instruction within 10 days of such notice (or within such


shorter period of time as reasonably may be specified in such notice or may be


necessary under the circumstances) it may, but shall be under no duty to, take


or refrain from taking such action not inconsistent with this Trust Agreement or


the Basic Documents, as it shall deem to be in the best interests of the


Certificateholders, and the Owner Trustee shall have no liability to any Person


for such action or inaction.







         Section 4.04 NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR


IN INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to


manage, make any payment with respect to, register, record, sell, dispose of, or


otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from


taking any action under, or in connection with, any document contemplated hereby


to which the Owner Trustee is a party, except as expressly provided (i) in


accordance with the powers granted to and the authority conferred upon the Owner


Trustee pursuant to this Trust Agreement, (ii) in accordance with the Basic


Documents and (iii) in accordance with any document or instruction delivered to


the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations


shall be read into this Trust Agreement or any Basic Document against the Owner


Trustee. The Owner Trustee shall have no responsibility for filing any financing


or continuation statement in any public office at any time or to otherwise


perfect or maintain the perfection of any security interest or lien granted to


it hereunder or to prepare or file any Securities and Exchange Commission filing


for the Trust or to record this Trust Agreement or any Basic Document. The Owner


Trustee nevertheless agrees that it will, at its own cost and expense, promptly


take all action as may be necessary to discharge any liens on any part of the


Owner Trust Estate that result from actions by, or claims against, the Owner


Trustee that are not related to the ownership or the administration of the Owner


Trust Estate.







The Owner Trustee hereby agrees that, except as otherwise expressly permitted herein, it shall not communicate with (including verbally) or provide information to a Rating Agency without the prior consent of and consultation with the Depositor, and that any permitted communication by it to a Rating Agency will be made by it only in the manner prescribed by the procedures established by the Depositor to ensure compliance with Rule 17g-5 under the Exchange Act, including to the extent set forth herein and in the Servicing Agreement, providing any such communications to the Depositor for posting on the Rule 17g-5 Website pursuant to this Agreement and the Servicing Agreement prior to communicating with such Rating Agency.







         Section 4.05 RESTRICTIONS. (a) The Owner Trustee shall not take any


action (x) that is inconsistent with the purposes of the Trust set forth in


Section 2.03 or (y) that, to the actual knowledge of the Owner Trustee, would


result in the Trust becoming taxable as a corporation for federal income tax


purposes. The Certificateholders shall not direct the Owner Trustee to take


action that would violate the provisions of this Section 4.06.







         (b) The Owner Trustee shall not convey or transfer any of the Trust's


properties or assets, including those included in the Trust Estate, to any


person unless (a) it shall have received an Opinion of Counsel to the effect


that such transaction will not have any material adverse tax consequence to the


Trust or any Certificateholder and (b) such conveyance or transfer shall not


violate the provisions of Section 3.16(b) of the Indenture.







         Section 4.06 PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN


MATTERS. With respect to the following matters, the Owner Trustee shall not take


action unless at least 30 days before the taking of such action, the Owner


Trustee shall have notified the Certificateholders in writing of the proposed


action and the Certificateholders shall not have notified the Owner Trustee in


writing prior to the 30th day after such notice is given that such


Certificateholders have withheld consent or provided alternative direction:







         (a) the initiation of any claim or lawsuit by the Trust (except claims


or lawsuits brought in connection with the collection of cash distributions due


and owing under the Mortgage Collateral) and the compromise of any action, claim


or lawsuit brought by or against the Trust (except with respect to the


aforementioned claims or lawsuits for collection of cash distributions due and


owing under the Mortgage Collateral);







         (b) the election by the Trust to file an amendment to the Certificate


of Trust (unless such amendment is required to be filed under the Statutory


Trust Statute);







         (c) the amendment of the Indenture by a supplemental indenture in


circumstances where the consent of any Bondholder is required;







         (d) the amendment of the Indenture by a supplemental indenture in


circumstances where the consent of any Bondholder is not required and such


amendment materially adversely affects the interest of the Certificateholders;







         (e) the amendment, change or modification of the Administration


Agreement, except to cure any ambiguity or to amend or supplement any provision


in a manner or add any provision that would not materially adversely affect the


interests of the Certificateholders; or







         (f) the appointment pursuant to the Indenture of a successor Bond


Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement


of a successor Certificate Registrar or Certificate Paying Agent or the consent


to the assignment by the Bond Registrar, Paying Agent, Indenture Trustee,


Certificate Registrar or Certificate Paying Agent of its obligations under the


Indenture or this Trust Agreement, as applicable.







         Section 4.07 ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN


MATTERS. The Owner Trustee shall not have the power, except upon the direction


of the Certificateholders, and with the consent of the Credit Enhancer, to (a)


remove the Administrator under the Administration Agreement pursuant to Section


8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the


Administration Agreement, (c) remove the Servicer under the Servicing Agreement


pursuant to Sections 7.01 and 8.05 thereof or (d) except as expressly provided


in the Basic Documents, sell the Mortgage Collateral after the termination of


the Indenture. The Owner Trustee shall take the actions referred to in the


preceding sentence only upon written instructions signed by the


Certificateholders and with the consent of the Credit Enhancer.







         Section 4.08 ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY.


The Owner Trustee shall not have the power to commence a voluntary proceeding in


bankruptcy relating to the Trust without the unanimous prior approval of all


Certificateholders and with the consent of the Credit Enhancer and the delivery


to the Owner Trustee by each such Certificateholder of a certificate certifying


that such Certificateholder reasonably believes that the Trust is insolvent.







         Section 4.09 RESTRICTIONS ON CERTIFICATEHOLDERS' POWER. The


Certificateholders shall not direct the Owner Trustee to take or to refrain from


taking any action if such action or inaction would be contrary to any obligation


of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic


Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be


obligated to follow any such direction, if given.







         Section 4.10 MAJORITY CONTROL. Except as expressly provided herein, any


action that may be taken by the Certificateholders under this Trust Agreement


may be taken by the Holders of Certificates evidencing not less than a majority


of the outstanding Principal Balance of the Certificates. Except as expressly


provided herein, any written notice of the Certificateholders delivered pursuant


to this Trust Agreement shall be effective if signed by holders of Certificates


evidencing not less than a majority of the outstanding Principal Balance of the


Certificates at the time of the delivery of such notice.
















  





  











  













                                   ARTICLE V







                           APPLICATION OF TRUST FUNDS







         Section 5.01 DISTRIBUTIONS. (a) On each Payment Date, the Certificate


Paying Agent shall distribute to the Certificateholders all funds on deposit in


the Certificate Distribution Account and available therefor (as provided in


Section 3.05 of the Indenture), as principal and the Certificate Distribution


Amount for such Payment Date. All distributions made pursuant to this Section


shall be made on a pro rata basis to the Certificateholders based on the


Certificate Principal Balances thereof; provided however that any amount on


deposit in the Certificate Distribution Account relating to a payment to the


Certificate Paying Agent pursuant to Section 3.05(xi) of the Indenture shall be


distributed solely to the Designated Certificate.







         (b) In the event that any withholding tax is imposed on the


distributions (or allocations of income) to a Certificateholder, such tax shall


reduce the amount otherwise distributable to the Certificateholder in accordance


with this Section 5.01. The Certificate Paying Agent is hereby authorized and


directed to retain or cause to be retained from amounts otherwise distributable


to the Certificateholders sufficient funds for the payment of any tax that is


legally owed by the Trust (but such authorization shall not prevent the Owner


Trustee from contesting any such tax in appropriate proceedings, and withholding


payment of such tax, if permitted by law, pending the outcome of such


proceedings). The amount of any withholding tax imposed with respect to a


Certificateholder shall be treated as cash distributed to such Certificateholder


at the time it is withheld by the Certificate Paying Agent and remitted to the


appropriate taxing authority. If there is a possibility that withholding tax is


payable with respect to a distribution (such as a distribution to a non-U.S.


Certificateholder), the Certificate Paying Agent may in its sole discretion


withhold such amounts in accordance with this paragraph (b).







         (c) All calculations of the Certificate Distribution Amount on the


Certificates shall be made on the basis of the actual number of days in an


Interest Period and a year assumed to consist of 360 days.







         (d) Distributions to Certificateholders shall be subordinated to the


creditors of the Trust, including the Bondholders.







         Section 5.02 METHOD OF PAYMENT. Subject to Section 8.01(c),


distributions required to be made to Certificateholders on any Payment Date as


provided in Section 5.01 shall be made to each Certificateholder of record on


the preceding Record Date either by, in the case of any Certificateholder owning


Certificates having denominations aggregating at least $1,000,000, wire


transfer, in immediately available funds, to the account of such Holder at a


bank or other entity having appropriate facilities therefor, if such


Certificateholder shall have provided to the Certificate Registrar appropriate


written instructions at least five Business Days prior to such Payment Date or,


if not, by check mailed to such Certificateholder at the address of such Holder


appearing in the Certificate Register.







         Section 5.03 SIGNATURE ON RETURNS. The Owner Trustee shall sign on


behalf of the Trust the tax returns of the Trust.







         Section 5.04 STATEMENTS TO CERTIFICATEHOLDERS. On each Payment Date,


the Certificate Paying Agent shall send to each Certificateholder the statement


or statements provided to the Owner Trustee and the Certificate Paying Agent by


the Servicer pursuant to Section 4.01 of the Servicing Agreement with respect to


such Distribution Date.







         Section 5.05 TAX REPORTING; TAX ELECTIONS. The Holder of the


Certificate shall cause the Trust to file federal and state income tax returns


and information statements as a corporation for each of its taxable years.


Within 90 days after the end of each calendar year, the Holder of the Designated


Certificate shall cause the Trust to provide to each Certificateholder an


Internal Revenue Service "K-1" or any successor schedule and supplemental


information, if required by law, to enable each Certificateholder to file its


federal and state income tax returns. The Holder of the Designated Certificate


may from time to time make and revoke such tax elections with respect to the


Trust as it deems necessary or desirable in its sole discretion to carry out the


business of the Trust or the purposes of this Trust Agreement if permitted by


applicable law. Notwithstanding the foregoing, an election under Section 754 of


the Code shall not be made without the written consent of a majority in interest


of the Holders of the Certificates. The Holder of the Designated Certificate


shall serve as tax matters partner for the Trust.
















  





  











  













                                   ARTICLE VI







                          CONCERNING THE OWNER TRUSTEE







         Section 6.01 ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee accepts


the trusts hereby created and agrees to perform its duties hereunder with


respect to such trusts but only upon the terms of this Trust Agreement. The


Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys


actually received by it constituting part of the Owner Trust Estate upon the


terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall


not be answerable or accountable hereunder or under any Basic Document under any


circumstances, except (i) for its own willful misconduct, negligence or bad


faith or negligent failure to act or (ii) in the case of the inaccuracy of any


representation or warranty contained in Section 6.03 expressly made by the Owner


Trustee. In particular, but not by way of limitation (and subject to the


exceptions set forth in the preceding sentence):







         (a) The Owner Trustee shall not be liable with respect to any action


taken or omitted to be taken by it in accordance with the instructions of the


Administrator or the Certificateholders;







         (b) No provision of this Trust Agreement or any Basic Document shall


require the Owner Trustee to expend or risk funds or otherwise incur any


financial liability in the performance of any of its rights, duties or powers


hereunder or under any Basic Document if the Owner Trustee shall have reasonable


grounds for believing that repayment of such funds or adequate indemnity against


such risk or liability is not reasonably assured or provided to it;







         (c) Under no circumstances shall the Owner Trustee be liable for


indebtedness evidenced by or arising under any of the Basic Documents, including


the principal of and interest on the Bonds;







         (d) The Owner Trustee shall not be responsible for or in respect of the


validity or sufficiency of this Trust Agreement or for the due execution hereof


by the Depositor or the Holder of the Designated Certificate or for the form,


character, genuineness, sufficiency, value or validity of any of the Owner Trust


Estate, or for or in respect of the validity or sufficiency of the Basic


Documents, the Bonds, the Certificates, other than the certificate of


authentication on the Certificates, if executed by the Owner Trustee and the


Owner Trustee shall in no event assume or incur any liability, duty, or


obligation to any Bondholder or to any Certificateholder, other than as


expressly provided for herein or expressly agreed to in the Basic Documents;







         (e) The execution, delivery, authentication and performance by it of


this Trust Agreement will not require the authorization, consent or approval of,


the giving of notice to, the filing or registration with, or the taking of any


other action with respect to, any governmental authority or agency;







         (f) The Owner Trustee shall not be liable for the default or misconduct


of the Administrator, the Holder of the Designated Certificate, the Depositor,


Indenture Trustee or the Servicer under any of the Basic Documents or otherwise


and the Owner Trustee shall have no obligation or liability to perform the


obligations of the Trust under this Trust Agreement or the Basic Documents that


are required to be performed by the Administrator under the Administration


Agreement, the Indenture Trustee under the Indenture or the Seller under the


Mortgage Loan Purchase Agreement; and







         (g) The Owner Trustee shall be under no obligation to exercise any of


the rights or powers vested in it or duties imposed by this Trust Agreement, or


to institute, conduct or defend any litigation under this Trust Agreement or


otherwise or in relation to this Trust Agreement or any Basic Document, at the


request, order or direction of any of the Certificateholders, unless such


Certificateholders have offered to the Owner Trustee security or indemnity


satisfactory to it against the costs, expenses and liabilities that may be


incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee


to perform any discretionary act enumerated in this Trust Agreement or in any


Basic Document shall not be construed as a duty, and the Owner Trustee shall not


be answerable for other than its negligence or willful misconduct in the


performance of any such act.







         Section 6.02 FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish


to the Securityholders promptly upon receipt of a written reasonable request


therefor, duplicates or copies of all reports, notices, requests, demands,


certificates, financial statements and any other instruments furnished to the


Trust under the Basic Documents.







         Section 6.03 REPRESENTATIONS AND WARRANTIES. The Owner Trustee hereby


represents and warrants to the Depositor, for the benefit of the


Certificateholders, that:







         (a) It is a banking corporation duly organized and validly existing in


good standing under the laws of the State of Delaware. It has all requisite


corporate power and authority to execute, deliver and perform its obligations


under this Trust Agreement.







         (b) It has taken all corporate action necessary to authorize the


execution and delivery by it of this Trust Agreement, and this Trust Agreement


will be executed and delivered by one of its officers who is duly authorized to


execute and deliver this Trust Agreement on its behalf.







         (c) Neither the execution nor the delivery by it of this Trust


Agreement, nor the consummation by it of the transactions contemplated hereby


nor compliance by it with any of the terms or provisions hereof will contravene


any federal or Delaware law, governmental rule or regulation governing the


banking or trust powers of the Owner Trustee or any judgment or order binding on


it, or constitute any default under its charter documents or bylaws or any


indenture, mortgage, contract, agreement or instrument to which it is a party or


by which any of its properties may be bound.







         (d) This Trust Agreement, assuming due authorization, execution and


delivery by the Owner Trustee and the Depositor, constitutes a valid, legal and


binding obligation of the Owner Trustee, enforceable against it in accordance


with the terms hereof subject to applicable bankruptcy, insolvency,


reorganization, moratorium and other laws affecting the enforcement of


creditors' rights generally and to general principles of equity, regardless of


whether such enforcement is considered in a proceeding in equity or at law;







         (e) The Owner Trustee is not in default with respect to any order or


decree of any court or any order, regulation or demand of any Federal, state,


municipal or governmental agency, which default might have consequences that


would materially and adversely affect the condition (financial or other) or


operations of the Owner Trustee or its properties or might have consequences


that would materially adversely affect its performance hereunder;







         (f) No litigation is pending or, to the best of the Owner Trustee's


knowledge, threatened against the Owner Trustee which would prohibit its


entering into this Trust Agreement or performing its obligations under this


Trust Agreement;







         Section 6.04 RELIANCE; ADVICE OF COUNSEL. (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 determination of which is not specifically


prescribed herein, the Owner Trustee may for all purposes hereof rely on a


certificate, signed by the president or any vice president or by the treasurer


or other authorized officers of the relevant party, as to such fact or matter


and such certificate shall constitute full protection to the Owner Trustee for


any action taken or omitted to be taken by it in good faith in reliance thereon.







         (b) In the exercise or administration of the trusts hereunder and in


the performance of its duties and obligations under this Trust Agreement or the


Basic Documents, the Owner Trustee (i) may act directly or through its agents,


attorneys, custodians or nominees (including persons acting under a power of


attorney) pursuant to agreements entered into with any of them, and the Owner


Trustee shall not be liable for the conduct or misconduct of such agents,


attorneys, custodians or nominees (including persons acting under a power of


attorney) if such persons have been selected by the Owner Trustee with


reasonable care, and (ii) may consult with counsel, accountants and other


skilled persons to be selected with reasonable care and employed by it. The


Owner Trustee shall not be liable for anything done, suffered or omitted in good


faith by it in accordance with the written opinion or advice of any such


counsel, accountants or other such Persons and not contrary to this Trust


Agreement or any Basic Document.







         Section 6.05 NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided in


this Article VI, in accepting the trusts hereby created ______________________


acts solely as Owner Trustee hereunder and not in its individual capacity, and


all Persons having any claim against the Owner Trustee by reason of the


transactions contemplated by this Trust Agreement or any Basic Document shall


look only to the Owner Trust Estate for payment or satisfaction thereof.







         Section 6.06 OWNER TRUSTEE NOT LIABLE FOR CERTIFICATES OR RELATED


DOCUMENTS. The recitals contained herein and in the Certificates (other than the


signatures of the Owner Trustee on the Certificates) shall be taken as the


statements of the Depositor, and the Owner Trustee assumes no responsibility for


the correctness thereof. The Owner Trustee makes no representations as to the


validity or sufficiency of this Trust Agreement, of any Basic Document or of the


Certificates (other than the signatures of the Owner Trustee on the


Certificates) or the Bonds, or of any Related Documents. The Owner Trustee shall


at no time have any responsibility or liability with respect to the sufficiency


of the Owner Trust Estate or its ability to generate the payments to be


distributed to Certificateholders under this Trust Agreement or the Bondholders


under the Indenture, including, the compliance by the Depositor or the Seller


with any warranty or representation made under any Basic Document or in any


related document or the accuracy of any such warranty or representation, or any


action of the Administrator, the Certificate Paying Agent, the Certificate


Registrar or the Indenture Trustee taken in the name of the Owner Trustee.







         Section 6.07 OWNER TRUSTEE MAY OWN CERTIFICATES AND BONDS. The Owner


Trustee in its individual or any other capacity may become the owner or pledgee


of Certificates or Bonds and may deal with the Depositor, the Seller, the


Certificate Paying Agent, the Certificate Registrar, the Administrator and the


Indenture Trustee in transactions with the same rights as it would have if it


were not Owner Trustee.











  





  











  


















                                  ARTICLE VII







                         COMPENSATION OF OWNER TRUSTEE







         Section 7.01 OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee shall


receive as compensation for its services hereunder such fees as have been


separately agreed upon before the date hereof, and the Owner Trustee shall be


reimbursed for its reasonable expenses hereunder and under the Basic Documents,


including the reasonable compensation, expenses and disbursements of such


agents, representatives, experts and counsel as the Owner Trustee may reasonably


employ in connection with the exercise and performance of its rights and its


duties hereunder and under the Basic Documents pursuant to Section 3.08 of the


Servicing Agreement.







         Section 7.02 INDEMNIFICATION. The Holder of the Designated Certificate


shall indemnify, defend and hold harmless the Owner Trustee and its successors,


assigns, agents and servants (collectively, the "Indemnified Parties") from and


against, any and all liabilities, obligations, losses, damages, taxes, claims,


actions and suits, and any and all reasonable costs, expenses and disbursements


(including reasonable legal fees and expenses) of any kind and nature whatsoever


(collectively, "Expenses") which may at any time be imposed on, incurred by, or


asserted against the Owner Trustee or any Indemnified Party in any way relating


to or arising out of this Trust Agreement, the Basic Documents, the Owner Trust


Estate, the administration of the Owner Trust Estate or the action or inaction


of the Owner Trustee hereunder, provided, that:







                  (i) the Holder of the Designated Certificate shall not be


         liable for or required to indemnify an Indemnified Party from and


         against Expenses arising or resulting from the Owner Trustee's willful


         misconduct, negligence or bad faith or as a result of any inaccuracy of


         a representation or warranty contained in Section 6.03 expressly made


         by the Owner Trustee;







                  (ii) with respect to any such claim, the Indemnified Party


         shall have given the Holder of the Designated Certificate written


         notice thereof promptly after the Indemnified Party shall have actual


         knowledge thereof;







                  (iii) while maintaining control over its own defense, the


         Holder of the Designated Certificate shall consult with the Indemnified


         Party in preparing such defense; and







                  (iv) notwithstanding anything in this Agreement to the


         contrary, the Holder of the Designated Certificate shall not be liable


         for settlement of any claim by an Indemnified Party entered into


         without the prior consent of the Holder of the Designated Certificate


         which consent shall not be unreasonably withheld.







         The indemnities contained in this Section shall survive the resignation


or termination of the Owner Trustee or the termination of this Trust Agreement.


In the event of any claim, action or proceeding for which indemnity will be


sought pursuant to this Section, the Owner Trustee's choice of legal counsel, if


other than the legal counsel retained by the Owner Trustee in connection with


the execution and delivery of this Trust Agreement, shall be subject to the


approval of the Holder of the Designated Certificate, which approval shall not


be unreasonably withheld. In addition, upon written notice to the Owner Trustee


and with the consent of the Owner Trustee which consent shall not be


unreasonably withheld, the Holder of the Designated Certificate has the right to


assume the defense of any claim, action or proceeding against the Owner Trustee.
















  





  











  













                                  ARTICLE VIII







                         TERMINATION OF TRUST AGREEMENT







         Section 8.01 TERMINATION OF TRUST AGREEMENT. (a) This Trust Agreement


(other than Article VIII) and the Trust shall terminate and be of no further


force or effect upon the earliest of (i) upon the final distribution of all


moneys or other property or proceeds of the Owner Trust Estate in accordance


with the terms of the Indenture and this Trust Agreement, (ii) the Payment Date


in ____________, (iii) at the time provided in Section 8.02 or (iv) purchase by


the Servicer of all Mortgage Loans pursuant to Section 8.08 of the Servicing


Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any


Certificateholder, other than the Holder of the Designated Certificate as


described in Section 8.02, shall not (x) operate to terminate this Trust


Agreement or the Trust or (y) entitle such Certificateholder's legal


representatives or heirs to claim an accounting or to take any action or


proceeding in any court for a partition or winding up of all or any part of the


Trust or the Owner Trust Estate or (z) otherwise affect the rights, obligations


and liabilities of the parties hereto.







         (b) Except as provided in Section 8.01(a), none of the Depositor, the


Holder of the Designated Certificate or any other Certificateholder shall be


entitled to revoke or terminate the Trust.







         (c) Notice of any termination of the Trust, specifying the Payment Date


upon which Certificateholders shall surrender their Certificates to the


Certificate Paying Agent for payment of the final distribution and cancellation,


shall be given by the Certificate Paying Agent by letter to Certificateholders


and the Credit Enhancer mailed within five Business Days of receipt of notice of


such termination from the Administrator, stating (i) the Payment Date upon or


with respect to which final payment of the Certificates shall be made upon


presentation and surrender of the Certificates at the office of the Certificate


Paying Agent therein designated, (ii) the amount of any such final payment and


(iii) that the Record Date otherwise applicable to such Payment Date is not


applicable, payments being made only upon presentation and surrender of the


Certificates at the office of the Certificate Payment Agent therein specified.


The Certificate Paying Agent shall give such notice to the Owner Trustee and the


Certificate Registrar at the time such notice is given to Certificateholders.


Upon presentation and surrender of the Certificates, the Certificate Paying


Agent shall cause to be distributed to Certificateholders amounts distributable


on such Payment Date pursuant to Section 5.01.







         In the event that all of the Certificateholders shall not surrender


their Certificates for cancellation within six months after the date specified


in the above mentioned written notice, the Certificate Paying Agent shall give a


second written notice to the remaining Certificateholders to surrender their


Certificates for cancellation and receive the final distribution with respect


thereto. Subject to applicable laws with respect to escheat of funds, if within


one year following the Payment Date on which final payment of the Certificates


was to have been made pursuant to Section 3.03 of the Indenture, all the


Certificates shall not have been surrendered for cancellation, the Certificate


Paying Agent may take appropriate steps, or may appoint an agent to take


appropriate steps, to contact the remaining Certificateholders concerning


surrender of their Certificates, and the cost thereof shall be paid out of the


funds and other assets that shall remain subject to this Trust Agreement. Any


funds remaining in the Certificate Distribution Account after exhaustion of such


remedies shall be distributed by the Certificate Paying Agent to the Holder of


the Designated Certificate.







         (d) Upon the winding up of the Trust and its termination, the Owner


Trustee shall cause the Certificate of Trust to be cancelled by filing a


certificate of cancellation with the Secretary of State in accordance with the


provisions of Section 3810(c) of the Statutory Trust Statute.







         Section 8.02 DISSOLUTION UPON BANKRUPTCY OF THE HOLDER OF THE


DESIGNATED CERTIFICATE. In the event that an Insolvency Event shall occur with


respect to the Holder of the Designated Certificate, this Trust Agreement and


the Trust shall be terminated in accordance with Section 8.01, 90 days after the


date of such Insolvency Event, unless, before the end of such 90-day period, the


Owner Trustee shall have received written instructions from (a) if no Credit


Enhancer Default shall have occurred and be continuing, Holders of Certificates


(other than the Holder of the Designated Certificate) representing more than 50%


of the Principal Balance of the Certificates (not including the Principal


Balance of the Designated Certificate), to the effect that such Holders


disapprove of the termination of the Trust or (b) if a Credit Enhancer Default


shall have occurred and be continuing, (i) each of the Holders of Certificates


and (ii) each of the Holders of the Bonds, to the effect that such Holders


disapprove of the termination of the Trust. Promptly after the occurrence of any


Insolvency Event with respect to the Holder of the Designated Certificate (A)


the Holder of the Designated Certificate shall give the Indenture Trustee, the


Credit Enhancer and the Owner Trustee written notice of such Insolvency Event,


(B) the Owner Trustee shall, upon the receipt of such written notice from the


Holder of the Designated Certificate, give prompt written notice to the


Certificateholders of the occurrence of such event and (C) the Indenture Trustee


shall give prompt written notice of such event to the Bondholders; provided,


however, that any failure to give a notice required by this sentence shall not


prevent or delay, in any manner, a termination of the Trust pursuant to the


first sentence of this Section 8.02. Upon a termination pursuant to this


Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell


the assets of the Trust (other than the Payment Account) in a commercially


reasonable manner and on commercially reasonable terms. The proceeds of any such


sale of the assets of the Trust shall be deposited to the Payment Account for


distribution in accordance with Section 5.04(b) of the Indenture.












                                   ARTICLE IX







             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES







         Section 9.01 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner


Trustee shall at all times be a corporation satisfying the provisions of Section


3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust


powers; having a combined capital and surplus of at least $50,000,000 and


subject to supervision or examination by federal or state authorities; and


having (or having a parent that has) a rating of at least [Baa3] by [Moody's].


If such corporation shall publish reports of condition at least annually


pursuant to law or to the requirements of the aforesaid supervising or examining


authority, then for the purpose of this Section, the combined capital and


surplus of such corporation shall be deemed to be its combined capital and


surplus as set forth in its most recent report of condition so published. In


case at any time the Owner Trustee shall cease to be eligible in accordance with


the provisions of this Section 9.01, the Owner Trustee shall resign immediately


in the manner and with the effect specified in Section 9.02.







         Section 9.02 REPLACEMENT OF OWNER TRUSTEE. The Owner Trustee may at any


time resign and be discharged from the trusts hereby created by giving 30 days


prior written notice thereof to the Administrator, the Credit Enhancer and the


Depositor. Upon receiving such notice of resignation, the Administrator shall


promptly appoint a successor Owner Trustee with the consent of the Credit


Enhancer which will not be unreasonably withheld, by written instrument, in


duplicate, one copy of which instrument shall be delivered to the resigning


Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee


shall have been so appointed and have accepted appointment within 30 days after


the giving of such notice of resignation, the resigning Owner Trustee may


petition any court of competent jurisdiction for the appointment of a successor


Owner Trustee.







         If at any time the Owner Trustee shall cease to be eligible in


accordance with the provisions of Section 9.01 and shall fail to resign after


written request therefor by the Administrator, or if at any time the Owner


Trustee shall be legally unable to act, or shall be adjudged bankrupt or


insolvent, or a receiver of the Owner Trustee or of its property shall be


appointed, or any public officer shall take charge or control of the Owner


Trustee or of its property or affairs for the purpose of rehabilitation,


conservation or liquidation, then the Administrator may remove the Owner


Trustee. If the Administrator shall remove the Owner Trustee under the authority


of the immediately preceding sentence, the Administrator shall promptly appoint


a successor Owner Trustee by written instrument, in duplicate, one copy of which


instrument shall be delivered to the outgoing Owner Trustee so removed and one


copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing


Owner Trustee.







         Any resignation or removal of the Owner Trustee and appointment of a


successor Owner Trustee pursuant to any of the provisions of this Section shall


not become effective until acceptance of appointment by the successor Owner


Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to


the outgoing Owner Trustee. The Administrator shall provide notice of such


resignation or removal of the Owner Trustee to each of the Rating Agencies.







         Section 9.03 SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee


appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the


Administrator and to its predecessor Owner Trustee an instrument accepting such


appointment under this Trust Agreement, and thereupon the resignation or removal


of the predecessor Owner Trustee shall become effective, and such successor


Owner Trustee, without any further act, deed or conveyance, shall become fully


vested with all the rights, powers, duties and obligations of its predecessor


under this Trust Agreement, with like effect as if originally named as Owner


Trustee. The predecessor Owner Trustee shall upon payment of its fees and


expenses deliver to the successor Owner Trustee all documents and statements and


monies held by it under this Trust Agreement; and the Administrator and the


predecessor Owner Trustee shall execute and deliver such instruments and do such


other things as may reasonably be required for fully and certainly vesting and


confirming in the successor Owner Trustee all such rights, powers, duties and


obligations.







         No successor Owner Trustee shall accept appointment as provided in this


Section 9.03 unless at the time of such acceptance such successor Owner Trustee


shall be eligible pursuant to Section 9.01.







         Upon acceptance of appointment by a successor Owner Trustee pursuant to


this Section 9.03, the Administrator shall mail notice thereof to all


Certificateholders, the Indenture Trustee, the Bondholders and the Rating


Agencies. If the Administrator shall fail to mail such notice within 10 days


after acceptance of such appointment by the successor Owner Trustee, the


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


the Administrator.







         Section 9.04 MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any Person into


which the Owner Trustee may be merged or converted or with which it may be


consolidated, or any Person resulting from any merger, conversion or


consolidation to which the Owner Trustee shall be a party, or any Person


succeeding to all or substantially all of the corporate trust business of the


Owner Trustee, shall be the successor of the Owner Trustee hereunder, without


the execution or filing of any instrument or any further act on the part of any


of the parties hereto, anything herein to the contrary notwithstanding;


provided, that such Person shall be eligible pursuant to Section 9.01 and,


provided, further, that the Owner Trustee shall mail notice of such merger or


consolidation to the Rating Agencies.







         Section 9.05 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.


Notwithstanding any other provisions of this Trust Agreement, at any time, for


the purpose of meeting any legal requirements of any jurisdiction in which any


part of the Owner Trust Estate may at the time be located, the Administrator and


the Owner Trustee acting jointly shall have the power and shall execute and


deliver all instruments to appoint one or more Persons approved by the


Administrator and Owner Trustee to act as co-trustee, jointly with the Owner


Trustee, or as separate trustee or trustees, of all or any part of the Owner


Trust Estate, and to vest in such Person, in such capacity, such title to the


Trust or any part thereof and, subject to the other provisions of this Section,


such powers, duties, obligations, rights and trusts as the Administrator and the


Owner Trustee may consider necessary or desirable. If the Administrator shall


not have joined in such appointment within 15 days after the receipt by it of a


request so to do, the Owner Trustee alone shall have the power to make such


appointment. No co-trustee or separate trustee under this Trust Agreement shall


be required to meet the terms of eligibility as a successor Owner Trustee


pursuant to Section 9.01 and no notice of the appointment of any co-trustee or


separate trustee shall be required pursuant to Section 9.03.







         Each separate trustee and co-trustee shall, to the extent permitted by


law, be appointed and act subject to the following provisions and conditions:







         (a) All rights, powers, duties and obligations conferred or imposed


upon the Owner Trustee shall be conferred upon and exercised or performed by the


Owner Trustee and such separate trustee or co-trustee jointly (it being


understood that such separate trustee or co-trustee is not authorized to act


separately without the Owner Trustee joining in such act), except to the extent


that under any law of any jurisdiction in which any particular act or acts are


to be performed, the Owner Trustee shall be incompetent or unqualified to


perform such act or acts, in which event such rights, powers, duties and


obligations (including the holding of title to the Owner Trust Estate or any


portion thereof in any such jurisdiction) shall be exercised and performed


singly by such separate trustee or co-trustee, but solely at the direction of


the Owner Trustee;







         (b) No trustee under this Trust Agreement shall be personally liable by


reason of any act or omission of any other trustee under this Trust Agreement;


and







         (c) The Administrator and the Owner Trustee acting jointly may at any


time accept the resignation of or remove any separate trustee or co-trustee.







         Any notice, request or other writing given to the Owner Trustee shall


be deemed to have been given to each of the then separate trustees and


co-trustees, as effectively as if given to each of them. Every instrument


appointing any separate trustee or co-trustee shall refer to this Trust


Agreement and the conditions of this Article. Each separate trustee and


co-trustee, upon its acceptance of the trusts conferred, shall be vested with


the estates or property specified in its instrument of appointment, either


jointly with the Owner Trustee or separately, as may be provided therein,


subject to all the provisions of this Trust Agreement, specifically including


every provision of this Trust Agreement relating to the conduct of, affecting


the liability of, or affording protection to, the Owner Trustee. Each such


instrument shall be filed with the Owner Trustee and a copy thereof given to the


Administrator.







         Any separate trustee or co-trustee may at any time appoint the Owner


Trustee as its agent or attorney-in-fact with full power and authority, to the


extent not prohibited by law, to do any lawful act under or in respect of this


Trust Agreement on its behalf and in its name. If any separate trustee or


co-trustee shall die, become incapable of acting, resign or be removed, all of


its estates, properties, rights, remedies and trusts shall vest in and be


exercised by the Owner Trustee, to the extent permitted by law, without the


appointment of a new or successor co-trustee or separate trustee.
















  





  











  













                                   ARTICLE X







                                  MISCELLANEOUS







         Section 10.01 AMENDMENTS. (a) This Trust Agreement may be amended from


time to time by the parties hereto as specified in this Section [, provided that


any amendment, except as provided in subparagraph (e) below, be accompanied by


an Opinion of Counsel to the Owner Trustee to the effect that such amendment (i)


complies with the provisions of this Section and (ii) will not cause the Trust


to be subject to an entity level tax].







         (b) If the purpose of the amendment (as detailed therein) is to correct


any mistake, eliminate any inconsistency, cure any ambiguity or deal with any


matter not covered (i.e. to give effect to the intent of the parties and, if


applicable, to the expectations of the Holders), it shall not be necessary to


obtain the consent of any Holders, but the Owner Trustee shall be furnished with


(A) a letter from the Rating Agencies that the amendment will not result in the


downgrading or withdrawal of the rating then assigned to any Security and (B) an


Opinion of Counsel to the effect that such action will not adversely affect in


any material respect the interests of any Holders, and the consent of the Credit


Enhancer shall be obtained.







         (c) If the purpose of the amendment is to prevent the imposition of any


federal or state taxes at any time that any Security is outstanding (i.e.


technical in nature), it shall not be necessary to obtain the consent of any


Holder, but the Owner Trustee shall be furnished with an Opinion of Counsel that


such amendment is necessary or helpful to prevent the imposition of such taxes


and is not materially adverse to any Holder and the consent of the Credit


Enhancer shall be obtained.







         (d) If the purpose of the amendment is to add or eliminate or change


any provision of the Trust Agreement other than as contemplated in (b) and (c)


above, the amendment shall require (A) an Opinion of Counsel to the effect that


such action will not adversely affect in any material respect the interests of


any Holders and (B) either (a) a letter from the Rating Agency that the


amendment will not result in the downgrading or withdrawal of the rating then


assigned to any security or (b) the consent of Holders of Certificates


evidencing a majority of the Principal Balance of the Certificates and the


Indenture Trustee; provided, however, that no such amendment shall (i) reduce in


any manner the amount of, or delay the timing of, payments received that are


required to be distributed on any Certificate without the consent of the related


Certificateholder and the Credit Enhancer, or (ii) reduce the aforesaid


percentage of Certificates the Holders of which are required to consent to any


such amendment, without the consent of the Holders of all such Certificates then


outstanding.







         (e) If the purpose of the amendment is to provide for the holding of


any of the Certificates in book-entry form, it shall require the consent of


Holders of all such Certificates then outstanding; provided, that the Opinion of


Counsel specified in subparagraph (a) above shall not be required.







         (f) If the purpose of the amendment is to provide for the issuance of


additional certificates representing an interest in the Trust, it shall not be


necessary to obtain the consent of any Holder, but the Owner Trustee shall be


furnished with (A) an Opinion of Counsel to the effect that such action will not


adversely affect in any material respect the interests of any Holders and (B) a


letter from the Rating Agencies that the amendment will not result in the


downgrading or withdrawal of the rating then assigned to any Security and the


consent of the Credit Enhancer shall be obtained.







         (g) Promptly after the execution of any such amendment or consent, the


Owner Trustee shall furnish written notification of the substance of such


amendment or consent to each Certificateholder, the Indenture Trustee, the


Credit Enhancer and each of the Rating Agencies. It shall not be necessary for


the consent of Certificateholders or the Indenture Trustee pursuant to this


Section 10.01 to approve the particular form of any proposed amendment or


consent, but it shall be sufficient if such consent shall approve the substance


thereof. The manner of obtaining such consents (and any other consents of


Certificateholders provided for in this Trust Agreement or in any other Basic


Document) and of evidencing the authorization of the execution thereof by


Certificateholders shall be subject to such reasonable requirements as the Owner


Trustee may prescribe.







         (h) In connection with the execution of any amendment to any agreement


to which the Trust is a party, other than this Trust Agreement, the Owner


Trustee shall be entitled to receive and conclusively rely upon an Opinion of


Counsel to the effect that such amendment is authorized or permitted by the


documents subject to such amendment and that all conditions precedent in the


Basic Documents for the execution and delivery thereof by the Trust or the Owner


Trustee, as the case may be, have been satisfied.







         Promptly after the execution of any amendment to the Certificate of


Trust, the Owner Trustee shall cause the filing of such amendment with the


Secretary of State of the State of Delaware.







         Section 10.02 NO LEGAL TITLE TO OWNER TRUST ESTATE. The


Certificateholders shall not have legal title to any part of the Owner Trust


Estate. The Certificateholders shall be entitled to receive distributions with


respect to their undivided beneficial interest therein only in accordance with


Articles V and IX. No transfer, by operation of law or otherwise, of any right,


title or interest of the Certificateholders to and in their ownership interest


in the Owner Trust Estate shall operate to terminate this Trust Agreement or the


trusts hereunder or entitle any transferee to an accounting or to the transfer


to it of legal title to any part of the Owner Trust Estate.







         Section 10.03 LIMITATIONS ON RIGHTS OF OTHERS. Except for Section 2.07,


the provisions of this Trust Agreement are solely for the benefit of the Owner


Trustee, the Depositor, the Holder of the Designated Certificate, the


Certificateholders, the Administrator, the Credit Enhancer and, to the extent


expressly provided herein, the Indenture Trustee and the Bondholders, and


nothing in this Trust Agreement (other than Section 2.07), whether express or


implied, shall be construed to give to any other Person any legal or equitable


right, remedy or claim in the Owner Trust Estate or under or in respect of this


Trust Agreement or any covenants, conditions or provisions contained herein.







         Section 10.04 NOTICES. (a) Unless otherwise expressly specified or


permitted by the terms hereof, all notices shall be in writing and shall be


deemed given upon receipt , if to the Owner Trustee, addressed to the Corporate


Trust Office; if to the Depositor, addressed to Opteum Mortgage Acceptance


Corporation, ______________________________; Attention: _________________; if to the


Credit Enhancer, addressed to ___________, Attention: _________________, if to


the Rating Agencies, addressed to ________________________ Attention:


__________or, as to each party, at such other address as shall be designated by


such party in a written notice to each other party.







         (b) Any notice required or permitted to be given to a Certificateholder


shall be given by first-class mail, postage prepaid, at the address of such


Holder as shown in the Certificate Register. Any notice so mailed within the


time prescribed in this Trust Agreement shall be conclusively presumed to have


been duly given, whether or not the Certificateholder receives such notice.







         (c) A copy of any notice delivered to the Owner Trustee or the Trust


shall also be delivered to the Depositor and the Administrator.







         Section 10.05 SEVERABILITY. Any provision of this Trust Agreement that


is prohibited or unenforceable in any jurisdiction shall, as to such


jurisdiction, be ineffective to the extent of such prohibition or


unenforceability without invalidating the remaining provisions hereof, and any


such prohibition or unenforceability in any jurisdiction shall not invalidate or


render unenforceable such provision in any other jurisdiction.







         Section 10.06 SEPARATE COUNTERPARTS. This Trust Agreement may be


executed by the parties hereto in separate counterparts, each of which when so


executed and delivered shall be an original, but all such counterparts shall


together constitute but one and the same instrument.







         Section 10.07 SUCCESSORS AND ASSIGNS. All representations, warranties,


covenants and agreements contained herein shall be binding upon, and inure to


the benefit of, each of the Depositor, the Owner Trustee and its successors and


each Certificateholder and its successors and permitted assigns, all as herein


provided and the Credit Enhancer. Any request, notice, direction, consent,


waiver or other instrument or action by a Certificateholder shall bind the


successors and assigns of such Certificateholder.







         Section 10.08 [NO PETITION. The Owner Trustee, by entering into this


Trust Agreement and each Certificateholder, by accepting a Certificate, hereby


covenant and agree that they will not at any time institute against the


Depositor or the Trust, or join in any institution against the Depositor or the


Trust of, any bankruptcy proceedings under any United States federal or state


bankruptcy or similar law in connection with any obligations to the


Certificates, the Bonds, this Trust Agreement or any of the Basic Documents.]







         Section 10.09 NO RECOURSE. Each Certificateholder by accepting a


Certificate acknowledges that such Certificateholder's Certificates represent


beneficial interests in the Trust only and do not represent interests in or


obligations of the Depositor, the Holder of the Designated Certificate, the


Seller, the Administrator, the Owner Trustee, the Indenture Trustee or any


Affiliate thereof and no recourse may be had against such parties or their


assets, except as may be expressly set forth or contemplated in this Trust


Agreement, the Certificates or the Basic Documents.







         Section 10.10 HEADINGS. The headings of the various Articles and


Sections herein are for convenience of reference only and shall not define or


limit any of the terms or provisions hereof.







         Section 10.11 GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN


ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS


CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE


PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.







         Section 10.12 INTEGRATION. This Trust Agreement constitutes the entire


agreement among the parties hereto pertaining to the subject matter hereof and


supersedes all prior agreements and understanding pertaining thereto.





















  





  











  


















         IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused


their names to be signed hereto by their respective officers thereunto duly


authorized, all as of the day and year first above written.







                                OPTEUM MORTGAGE ACCEPTANCE CORPORATION












                                By:


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


                                Name:


                                Title:












                                ______________________, not in its individual


                                capacity but solely as Owner Trustee,












                                By:


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


                                Name:


                                Title:












Acknowledged and Agreed:







         __________, as Certificate Registrar


         and Certificate Paying Agent












By:


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


Name:


Title:


























  





  











  


















                                    EXHIBIT A







                              [Form of Certificate]







                                     [Face]







         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE


SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY


NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND


LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM


REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN


ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED


TO HEREIN.







         NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE


REGISTRAR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE


TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN


EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE


EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR


SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A


PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN,


OR (II) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN


SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, OR SECTION 4975 OF


THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE


OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN


TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE


PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE


OWNER TRUST ESTATE BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY


RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF


THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE


MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND


WILL NOT SUBJECT THE OWNER TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR


LIABILITY.







         NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE


REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS


TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.







         THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE


SELLER, THE DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE


OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST


AGREEMENT OR THE BASIC DOCUMENTS.

















 

 


Certificate No.                              Original principal amount ("Denomination")


                --


                                             of this Certificate:  $______________







Aggregate Denominations of all Certificates: $







Pass-Through Rate:  Floating







Cut-Off Date:







First Payment Date:  ____________, _____







CUSIP NO. __________

















            Opteum Mortgage Acceptance Corporation MBN Trust Series 20__-_







         Evidencing a fractional undivided equity interest in the Owner Trust


Estate, the property of which consists primarily of the Mortgage Collateral in


_________________________, a corporation sold by Opteum Mortgage Acceptance


Corporation, as depositor.







         This certifies that [name of Holder] is the registered owner of the


Percentage Interest represented hereby in the Opteum Mortgage Acceptance Corporation


MBN Trust Series 20__-_ (the "Trust").







         The Trust was created pursuant to an Trust Agreement dated as of (as


amended and supplemented from time to time, the "Trust Agreement") between the


Depositor and ______________________, as owner trustee (as amended and


supplemented from time to time, the "Owner Trustee", which term includes any


successor entity under the Trust Agreement), a summary of certain of the


pertinent provisions of which is set forth hereinafter. This Certificate is


issued under and is subject to the terms, provisions and conditions of the Trust


Agreement, to which Trust Agreement the Holder of this Certificate by virtue of


the acceptance hereof assents and by which such Holder is bound.







         This Certificate is one of a duly authorized issue of Mortgage-Backed


Certificates, Series 20__-__ (herein called the "Certificates") issued under the


Trust Agreement to which reference is hereby made for a statement of the


respective rights thereunder of the Depositor, the Owner Trustee and the Holders


of the Certificates and the terms upon which the Certificates are executed and


delivered. All terms used in this Certificate which are defined in the Trust


Agreement shall have the meanings assigned to them in the Trust Agreement. The


Owner Trust Estate consists of the Mortgage Collateral in the Opteum Mortgage


Acceptance Corporation MBN Trust Series 20__-____ and a Surety Bond. The rights of the


Holders of the Certificates are subordinated to the rights of the Holders of the


Bonds, as set forth in the [Indenture].







         There will be distributed on the [twentieth] day of each month or, if


such [twentieth] day is not a Business Day, the next Business Day (each, a


"Payment Date"), commencing in _____________, to the Person in whose name this


Certificate is registered at the close of business on the last Business Day of


the month preceding the month of such Payment Date (the "Record Date"), such


Certificateholder's Percentage Interest (obtained by dividing the Denomination


of this Certificate by the aggregate Denominations of all Certificates) in the


amount to be distributed to Certificateholders on such Payment Date.







         The Certificateholder, by its acceptance of this Certificate, agrees


that it will look solely to the funds on deposit in the Payment Account that


have been released from the Lien of the Indenture for payment hereunder and that


neither the Owner Trustee in its individual capacity nor the Depositor is


personally liable to the Certificateholders for any amount payable under this


Certificate or the Trust Agreement or, except as expressly provided in the Trust


Agreement, subject to any liability under the Trust Agreement.







         The Holder of this Certificate acknowledges and agrees that its rights


to receive distributions in respect of this Certificate are subordinated to the


rights of the Bondholders as described in the Indenture, dated as of _________,


____, between the Trust and __________________________________, as Indenture


Trustee (the "Indenture").







         It is the intent of the Depositor and the Certificateholders that, for


purposes of federal income, state and local income and single business tax and


any other income taxes, the Trust will be treated as a corporation. The


Depositor and each Certificateholder, by acceptance of a Certificate, agree to


treat, and to take no action inconsistent with the treatment of, the


Certificates for such tax purposes as an equity interest in a corporation.







         Each Certificateholder, by its acceptance of a Certificate, covenants


and agrees that such Certificateholder will not at any time institute against


the Depositor, or join in any institution against the Depositor or the Trust of,


any bankruptcy, reorganization, arrangement, insolvency or liquidation


proceedings, or other proceedings under any United States federal or state


bankruptcy or similar law in connection with any obligations relating to the


Certificates, the Bonds, the Trust Agreement or any of the Basic Documents.







         Distributions on this Certificate will be made as provided in the Trust


Agreement by the Certificate Paying Agent by wire transfer or check mailed to


the Certificateholder of record in the Certificate Register without the


presentation or surrender of this Certificate or the making of any notation


hereon. Except as otherwise provided in the Trust Agreement and notwithstanding


the above, the final distribution on this Certificate will be made after due


notice by the Certificate Paying Agent of the pendency of such distribution and


only upon presentation and surrender of this Certificate at the office or agency


maintained by the Certificate Registrar for that purpose by the Trust in the


Borough of Manhattan, The City of New York.







         Reference is hereby made to the further provisions of this Certificate


set forth on the reverse hereof, which further provisions shall for all purposes


have the same effect as if set forth at this place.







         Unless the certificate of authentication hereon shall have been


executed by an authorized officer of the Owner Trustee, or an authenticating


agent by manual signature, this Certificate shall not entitle the Holder hereof


to any benefit under the Trust Agreement or be valid for any purpose.





















  





  











  























         THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE


STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE


OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN


ACCORDANCE WITH SUCH LAWS.





















  





  











  




























         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not


in its individual capacity, has caused this Certificate to be duly executed.







                                        OPTEUM MORTGAGE ACCEPTANCE CORPORATION MBN


                                        TRUST SERIES 20__-_












                                        by    _____________________, not in its


                                        individual capacity but solely as Owner


                                        Trustee












Dated:


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


                                                Authorized Signatory












                          CERTIFICATE OF AUTHENTICATION







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


Agreement.







___________________________________________,


not in its individual capacity


but solely as Owner Trustee












By:________________________________________


         Authorized Signatory







or


   ________________________________________


   as Authenticating Agent of the Trust












By:________________________________________


         Authorized Signatory


























  





  











  


















                            [REVERSE OF CERTIFICATE]







         The Certificates do not represent an obligation of, or an interest in,


the Depositor, the Seller, the Servicer, the Indenture Trustee, the Owner


Trustee or any Affiliates of any of them and no recourse may be had against such


parties or their assets, except as expressly set forth or contemplated herein or


in the Trust Agreement or the Basic Documents. In addition, this Certificate is


not guaranteed by any governmental agency or instrumentality and is limited in


right of payment to certain collections and recoveries with respect to the


Mortgage Collateral, all as more specifically set forth herein. A copy of the


Trust Agreement may be examined by any Certificateholder upon written request


during normal business hours at the principal office of the Depositor and at


such other places, if any, designated by the Depositor.







         The Trust Agreement permits the amendment thereof as specified below,


provided that any amendment be accompanied by the consent of the Credit Enhancer


and an Opinion of Counsel to the Owner Trustee to the effect that such amendment


complies with the provisions of the Trust Agreement and will not cause the Trust


to be subject to an entity level tax. If the purpose of the amendment is to


correct any mistake, eliminate any inconsistency, cure any ambiguity or deal


with any matter not covered, it shall not be necessary to obtain the consent of


any Holder, but the Owner Trustee shall be furnished with a letter from the


Rating Agencies that the amendment will not result in the downgrading or


withdrawal of the rating then assigned to any Security. If the purpose of the


amendment is to prevent the imposition of any federal or state taxes at any time


that any Security is outstanding, it shall not be necessary to obtain the


consent of the any Holder, but the Owner Trustee shall be furnished with an


Opinion of Counsel that such amendment is necessary or helpful to prevent the


imposition of such taxes and is not materially adverse to any Holder. If the


purpose of the amendment is to add or eliminate or change any provision of the


Trust Agreement, other than as specified in the preceding two sentences, the


amendment shall require either (a) a letter from the Rating Agencies that the


amendment will not result in the downgrading or withdrawal of the rating then


assigned to any Security or (b) the consent of Holders of the Certificates


evidencing a majority of the Percentage Interests of the Certificates and the


Indenture Trustee; PROVIDED, HOWEVER, that no such amendment shall (i) reduce in


any manner the amount of, or delay the time of, payments received that are


required to be distributed on any Certificate without the consent of the related


Certificateholder, or (ii) reduce the aforesaid percentage of Certificates the


Holders of which are required to consent to any such amendment without the


consent of the Holders of all such Certificates then outstanding.







         As provided in the Trust Agreement and subject to certain limitations


therein set forth, the transfer of this Certificate is registerable in the


Certificate Register upon surrender of this Certificate for registration of


transfer at the offices or agencies of the Certificate Registrar maintained by


the Trust in the Borough of Manhattan, The City of New York, accompanied by a


written instrument of transfer in form satisfactory to the Certificate Registrar


duly executed by the Holder hereof or such Holder's attorney duly authorized in


writing, and thereupon one or more new Certificates of authorized denominations


evidencing the same aggregate interest in the Trust will be issued to the


designated transferee. The initial Certificate Registrar appointed under the


Trust Agreement is __________________________________.







         Except as provided in the Trust Agreement, the Certificates are


issuable only in minimum denominations of $10,000 and in integral multiples of


$10,000 in excess thereof, except for one Certificate that may not be in an


integral multiple of $10,000. As provided in the Trust Agreement and subject to


certain limitations therein set forth, Certificates are exchangeable for new


Certificates of authorized denominations evidencing the same aggregate


denomination, as requested by the Holder surrendering the same. No service


charge will be made for any such registration of transfer or exchange, but the


Owner Trustee or the Certificate Registrar may require payment of a sum


sufficient to cover any tax or governmental charge payable in connection


therewith.







         The Owner Trustee, the Certificate Paying Agent, the Certificate


Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, or


the Certificate Registrar may treat the Person in whose name this Certificate is


registered as the owner hereof for all purposes, and none of the Owner Trustee,


the Certificate Paying Agent, the Certificate Registrar or any such agent shall


be affected by any notice to the contrary.







         The obligations and responsibilities created by the Trust Agreement and


the Trust created thereby shall terminate (i) upon the final distribution of all


moneys or other property or proceeds of the Owner Trust Estate in accordance


with the terms of the Indenture and the Trust Agreement, (ii) the Payment Date


in ____________, or (iii) upon the bankruptcy or insolvency of the Holder of the


Designated Certificate and the satisfaction of other conditions specified in


Section 8.02 of the Trust Agreement.
















  





  











  


















                                   ASSIGNMENT







         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers


unto







PLEASE INSERT SOCIAL SECURITY OR


OTHER IDENTIFYING NUMBER OF ASSIGNEE







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


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

















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


the within Certificate, and all rights thereunder, hereby irrevocably


constituting and appointing to transfer said Certificate on the books of the


Certificate Registrar, with full power of substitution in the premises.












Dated:







                                                                            */


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


                                                 Signature Guaranteed:












                                                                            */


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



























*/ NOTICE: The signature to this assignment must correspond with the name as it


appears upon the face of the within Certificate in every particular, without


alteration, enlargement or any change whatever. Such signature must be


guaranteed by a member firm of the New York Stock Exchange or a commercial bank


or trust company.































  





  











  























                            DISTRIBUTION INSTRUCTIONS







         The assignee should include the following for the information of the


Certificate Paying Agent:







         Distribution shall be made by wire transfer in immediately available


funds to ___________________________________________________________ for the


account of ________________________________________, account number


______________, or, if mailed by check, to ______________.







         Applicable statements should be mailed to__________________.












                                       _________________________________________


                                       Signature of assignee or agent


                                       (for authorization of wire transfer only)





















  





  











  























                                    EXHIBIT B


                             TO THE TRUST AGREEMENT







                             CERTIFICATE OF TRUST OF


            Opteum Mortgage Acceptance Corporation MBN Trust Series 20__-_







         THIS Certificate of Trust of Opteum Mortgage Acceptance Corporation MBN Trust


Series 20__-_ (the "Trust"), dated ___________, ____, is being duly executed and


filed by ______________________, a Delaware banking corporation, as trustee, to


form a statutory trust under the Delaware Statutory Trust Act (12 DEL. CODE, ss.


3801 ET SEQ.).







         1. NAME. The name of the statutory trust formed hereby is Opteum


Mortgage Acceptance Corporation MBN Trust Series 20__-_.







         2. DELAWARE TRUSTEE. The name and business address of the trustee of


the Trust in the State of Delaware is ______________________,


__________________, __________, ______________, Attention:


______________________________.







         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the


Trust, has executed this Certificate of Trust as of the date first above


written.







                                     ___________________________________________


                                     not in its individual capacity but


                                     solely as owner trustee under a Trust


                                     Agreement dated as of _________, ___,












                                     By: _______________________________________


                                     Name:


                                     Title:


























  





  











  













                                    EXHIBIT C







                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]







             Description of Rule 144A Securities, including numbers:







                         ______________________________







                         ______________________________







                         ______________________________







                         ______________________________







         The undersigned seller, as registered holder (the "Seller"), intends to


transfer the Rule 144A Securities described above to the undersigned buyer (the


"Buyer").







         1. In connection with such transfer and in accordance with the


agreements pursuant to which the Rule 144A Securities were issued, the Seller


hereby certifies the following facts: Neither the Seller nor anyone acting on


its behalf has offered, transferred, pledged, sold or otherwise disposed of the


Rule 144A Securities, any interest in the Rule 144A Securities or any other


similar security to, or solicited any offer to buy or accept a transfer, pledge


or other disposition of the Rule 144A Securities, any interest in the Rule 144A


Securities or any other similar security from, or otherwise approached or


negotiated with respect to the Rule 144A Securities, any interest in the Rule


144A Securities or any other similar security with, any person in any manner, or


made any general solicitation by means of general advertising or in any other


manner, or taken any other action, that would constitute a distribution of the


Rule 144A Securities under the Securities Act of 1933, as amended (the "1933


Act"), or that would render the disposition of the Rule 144A Securities a


violation of Section 5 of the 1933 Act or require registration pursuant thereto,


and that the Seller has not offered the Rule 144A Securities to any person other


than the Buyer or another "qualified institutional buyer" as defined in Rule


144A under the 1933 Act.







         2. The Buyer warrants and represents to, and covenants with, the Owner


Trustee and the Depositor (as defined in the Trust Agreement (the "Agreement"),


dated as of _________, ____ between Opteum Mortgage Acceptance Corporation, as


Depositor and ______________________, as Owner Trustee pursuant to Section 3.05


of the Agreement and __________________________________ as indenture trustee, as


follows:







                  a. The Buyer understands that the Rule 144A Securities have


         not been registered under the 1933 Act or the securities laws of any


         state.







                  b. The Buyer considers itself a substantial, sophisticated


         institutional investor having such knowledge and experience in


         financial and business matters that it is capable of evaluating the


         merits and risks of investment in the Rule 144A Securities.







                  c. The Buyer has been furnished with all information regarding


         the Rule 144A Securities that it has requested from the Seller, the


         Indenture Trustee, the Owner Trustee or the Servicer.







                  d. Neither the Buyer nor anyone acting on its behalf has


         offered, transferred, pledged, sold or otherwise disposed of the Rule


         144A Securities, any interest in the Rule 144A Securities or any other


         similar security to, or solicited any offer to buy or accept a


         transfer, pledge or other disposition of the Rule 144A Securities, any


         interest in the Rule 144A Securities or any other similar security


         from, or otherwise approached or negotiated with respect to the Rule


         144A Securities, any interest in the Rule 144A Securities or any other


         similar security with, any person in any manner, or made any general


         solicitation by means of general advertising or in any other manner, or


         taken any other action, that would constitute a distribution of the


         Rule 144A Securities under the 1933 Act or that would render the


         disposition of the Rule 144A Securities a violation of Section 5 of the


         1933 Act or require registration pursuant thereto, nor will it act, nor


         has it authorized or will it authorize any person to act, in such


         manner with respect to the Rule 144A Securities.







                  e. The Buyer is a "qualified institutional buyer" as that term


         is defined in Rule 144A under the 1933 Act and has completed either of


         the forms of certification to that effect attached hereto as Annex 1 or


         Annex 2. The Buyer is aware that the sale to it is being made in


         reliance on Rule 144A. The Buyer is acquiring the Rule 144A Securities


         for its own account or the accounts of other qualified institutional


         buyers, understands that such Rule 144A Securities may be resold,


         pledged or transferred only (i) to a person reasonably believed to be a


         qualified institutional buyer that purchases for its own account or for


         the account of a qualified institutional buyer to whom notice is given


         that the resale, pledge or transfer is being made in reliance on Rule


         144A, or (ii) pursuant to another exemption from registration under the


         1933 Act.







         3. [The Buyer warrants and represents to, and covenants with, the


Seller, the Indenture Trustee, Owner Trustee, Servicer and the Depositor that


either (1) the Buyer is (A) not an employee benefit plan (within the meaning of


Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended


("ERISA")), or a plan (within the meaning of Section 4975(e)(1) of the Internal


Revenue Code of 1986 ("Code")), which (in either case) is subject to ERISA or


Section 4975 of the Code (both a "Plan"), and (B) is not directly or indirectly


purchasing the Rule 144A Securities on behalf of, as investment manager of, as


named fiduciary of, as trustee of, or with "plan assets" of a Plan, or (2) the


Buyer understands that registration of transfer of any Rule 144A Securities to


any Plan, or to any Person acting on behalf of any Plan, will not be made unless


such Plan delivers an opinion of its counsel, addressed and satisfactory to the


Certificate Registrar and the Depositor, to the effect that the purchase and


holding of the Rule 144A Securities by, on behalf of or with "plan assets" of


any Plan would not constitute or result in a prohibited transaction under


Section 406 of ERISA or Section 4975 of the Code, and would not subject the


Depositor, the Servicer, the Indenture Trustee or the Trust to any obligation or


liability (including liabilities under ERISA or Section 4975 of the Code) in


addition to those undertaken in the Agreement or any other liability.]







         4. This document may be executed in one or more counterparts and by the


different parties hereto on separate counterparts, each of which, when so


executed, shall be deemed to be an original; such counterparts, together, shall


constitute one and the same document.







         IN WITNESS WHEREOF, each of the parties has executed this document as


of the date set forth below.












Print Name of Seller                            Print Name of Buyer







By:  ___________________________________        By:  ___________________________


        Name:                                           Name:


        Title:                                          Title:







Taxpayer Identification:                        Taxpayer Identification:







No.  ___________________________________        No. ____________________________







Date: __________________________________        Date: __________________________




































  





  











  

































                                                            ANNEX 1 TO EXHIBIT C












            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A







             [For Buyers Other Than Registered Investment Companies]







         The undersigned hereby certifies as follows in connection with the Rule


144A Investment Representation to which this Certification is attached:







         1. As indicated below, the undersigned is the President, Chief


Financial Officer, Senior Vice President or other executive officer of the


Buyer.







         2. In connection with purchases by the Buyer, the Buyer is a "qualified


institutional buyer" as that term is defined in Rule 144A under the Securities


Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a


discretionary basis $____________________(1) in securities (except for the


excluded securities referred to below) as of the end of the Buyer's most recent


fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)


the Buyer satisfies the criteria in the category marked below.







         ___      CORPORATION, ETC. The Buyer is a corporation (other than a


                  bank, savings and loan association or similar institution),


                  Massachusetts or similar business trust, partnership, or


                  charitable organization described in Section 501(c)(3) of the


                  Internal Revenue Code.







         ___      BANK. The Buyer (a) is a national bank or banking institution


                  organized under the laws of any State, territory or the


                  District of Columbia, the business of which is substantially


                  confined to banking and is supervised by the State or


                  territorial banking commission or similar official or is a


                  foreign bank or equivalent institution, and (b) has an audited


                  net worth of at least $25,000,000 as demonstrated in its


                  latest annual financial statements, a copy of which is


                  attached hereto.







         ___      SAVINGS AND LOAN. The Buyer (a) is a savings and loan


                  association, building and loan association, cooperative bank,


                  homestead association or similar institution, which is


                  supervised and examined by a State or Federal authority having


                  supervision over any such institutions or is a foreign savings


                  and loan association or equivalent institution and (b) has an


                  audited net worth of at least $25,000,000 as demonstrated in


                  its latest annual financial statements.







         ___      BROKER-DEALER. The Buyer is a dealer registered pursuant to


                  Section 15 of the Securities Exchange Act of 1934.







         ___      INSURANCE COMPANY. The Buyer is an insurance company whose


                  primary and predominant business activity is the writing of


                  insurance or the reinsuring of risks underwritten by insurance


                  companies and which is subject to supervision by the insurance


                  commissioner or a similar official or agency of a State or


                  territory or the District of Columbia.







         ___      STATE OR LOCAL PLAN. The Buyer is a plan established and


                  maintained by a State, its political subdivisions, or any


                  agency or instrumentality of the State or its political


                  subdivisions, for the benefit of its employees.







         ___      ERISA PLAN. The Buyer is an employee benefit plan within the


                  meaning of Title I of the Employee Retirement Income Security


                  Act of 1974.







         ___      INVESTMENT ADVISER. The Buyer is an investment adviser


                  registered under the Investment Advisers Act of 1940.







         ___      SBIC. The Buyer is a Small Business Investment Company


                  licensed by the U.S. Small Business Administration under


                  Section 301(c) or (d) of the Small Business Investment Act of


                  1958.







         ___      BUSINESS DEVELOPMENT COMPANY. The Buyer is a business


                  development company as defined in Section 202(a)(22) of the


                  Investment Advisers Act of 1940.







         ___      TRUST FUND. The Buyer is a trust fund whose trustee is a bank


                  or trust company and whose participants are exclusively (a)


                  plans established and maintained by a State, its political


                  subdivisions, or any agency or instrumentality of the State or


                  its political subdivisions, for the benefit of its employees,


                  or (b) employee benefit plans within the meaning of Title I of


                  the Employee Retirement Income Security Act of 1974, but is


                  not a trust fund that includes as participants individual


                  retirement accounts or H.R. 10 plans.







         3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities


of issuers that are affiliated with the Buyer, (ii) securities that are part of


an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,


(iii) bank deposit notes and certificates of deposit, (iv) loan participations,


(v) repurchase agreements, (vi) securities owned but subject to a repurchase


agreement and (vii) currency, interest rate and commodity swaps.







         4. For purposes of determining the aggregate amount of securities owned


and/or invested on a discretionary basis by the Buyer, the Buyer used the cost


of such securities to the Buyer and did not include any of the securities


referred to in the preceding paragraph. Further, in determining such aggregate


amount, the Buyer may have included securities owned by subsidiaries of the


Buyer, but only if such subsidiaries are consolidated with the Buyer in its


financial statements prepared in accordance with generally accepted accounting


principles and if the investments of such subsidiaries are managed under the


Buyer's direction. However, such securities were not included if the Buyer is a


majority-owned, consolidated subsidiary of another enterprise and the Buyer is


not itself a reporting company under the Securities Exchange Act of 1934.







         5. The Buyer acknowledges that it is familiar with Rule 144A and


understands that the seller to it and other parties related to the Certificates


are relying and will continue to rely on the statements made herein because one


or more sales to the Buyer may be in reliance on Rule 144A.







         ___      ___      Will the Buyer be purchasing the Rule 144A


         Yes      No       Securities only for the Buyer's own account?







         6. If the answer to the foregoing question is "no", the Buyer agrees


that, in connection with any purchase of securities sold to the Buyer for the


account of a third party (including any separate account) in reliance on Rule


144A, the Buyer will only purchase for the account of a third party that at the


time is a "qualified institutional buyer" within the meaning of Rule 144A. In


addition, the Buyer agrees that the Buyer will not purchase securities for a


third party unless the Buyer has obtained a current representation letter from


such third party or taken other appropriate steps contemplated by Rule 144A to


conclude that such third party independently meets the definition of "qualified


institutional buyer" set forth in Rule 144A.







         7. The Buyer will notify each of the parties to which this


certification is made of any changes in the information and conclusions herein.


Until such notice is given, the Buyer's purchase of Rule 144A Securities will


constitute a reaffirmation of this certification as of the date of such


purchase.







                                        ________________________________________


                                        Print Name of Buyer







                                        By:   __________________________________


                                              Name:


                                              Title:


                                        Date: __________________________________












(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000


in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or


invest on a discretionary basis at least $10,000,000 in securities.
















  





  











  























                                                            ANNEX 2 TO EXHIBIT C












            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A







              [For Buyers That Are Registered Investment Companies]







         The undersigned hereby certifies as follows in connection with the Rule


144A Investment Representation to which this Certification is attached:







         1. As indicated below, the undersigned is the President, Chief


Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a


"qualified institutional buyer" as that term is defined in Rule 144A under the


Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of


Investment Companies (as defined below), is such an officer of the Adviser.







         2. In connection with purchases by Buyer, the Buyer is a "qualified


institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an


investment company registered under the Investment Company Act of 1940, and (ii)


as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,


owned at least $100,000,000 in securities (other than the excluded securities


referred to below) as of the end of the Buyer's most recent fiscal year. For


purposes of determining the amount of securities owned by the Buyer or the


Buyer's Family of Investment Companies, the cost of such securities was used.







         ____     The Buyer owned $___________________ in securities (other than


                  the excluded securities referred to below) as of the end of


                  the Buyer's most recent fiscal year (such amount being


                  calculated in accordance with Rule 144A).







         ____     The Buyer is part of a Family of Investment Companies which


                  owned in the aggregate $______________ in securities (other


                  than the excluded securities referred to below) as of the end


                  of the Buyer's most recent fiscal year (such amount being


                  calculated in accordance with Rule 144A).







         3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two


or more registered investment companies (or series thereof) that have the same


investment adviser or investment advisers that are affiliated (by virtue of


being majority owned subsidiaries of the same parent or because one investment


adviser is a majority owned subsidiary of the other).







         4. The term "SECURITIES" as used herein does not include (i) securities


of issuers that are affiliated with the Buyer or are part of the Buyer's Family


of Investment Companies, (ii) bank deposit notes and certificates of deposit,


(iii) loan participations, (iv) repurchase agreements, (v) securities owned but


subject to a repurchase agreement and (vi) currency, interest rate and commodity


swaps.







         5. The Buyer is familiar with Rule 144A and understands that each of


the parties to which this certification is made are relying and will continue to


rely on the statements made herein because one or more sales to the Buyer will


be in reliance on Rule 144A. In addition, the Buyer will only purchase for the


Buyer's own account.







         6. The undersigned will notify each of the parties to which this


certification is made of any changes in the information and conclusions herein.


Until such notice, the Buyer's purchase of Rule 144A Securities will constitute


a reaffirmation of this certification by the undersigned as of the date of such


purchase.







                                        ________________________________________


                                        Print Name of Buyer












                                        By:      _______________________________


                                                 Name:


                                                 Title:












                                        IF AN ADVISER:







                                        ________________________________________


                                        Print Name of Buyer












                                        Date:___________________________________


























  





  











  























                                    EXHIBIT D







                        CERTIFICATE OF NON-FOREIGN STATUS







         This Certificate of Non-Foreign Status ("certificate") is delivered


pursuant to Section 3.03 of the Trust Agreement, dated as of _________, ____


(the "Trust Agreement"), between Opteum Mortgage Acceptance Corporation, as depositor


and ______________________, as Owner Trustee, in connection with the acquisition


of, transfer to or possession by the undersigned, whether as beneficial owner


(the "Beneficial Owner"), or nominee on behalf of the Beneficial Owner of the


Mortgage-Backed Certificates, Series 20__-__ (the "Certificate"). Capitalized


terms used but not defined in this certificate have the respective meanings


given them in the Trust Agreement.







         Each holder must complete Part I, Part II (if the holder is a nominee),


and in all cases sign and otherwise complete Part III. In addition, each holder


shall submit with the Certificate an IRS Form W-9 relating to such holder.







         To confirm to the Trust that the provisions of Sections 871, 881 or


1446 of the Internal Revenue Code (relating to withholding tax on foreign


partners) do not apply in respect of the Certificate held by the undersigned,


the undersigned hereby certifies:







Part I - Complete Either A or B







         A.       Individual as Beneficial Owner







                  1.       I am (The Beneficial Owner is ) not a non-resident


                           alien for purposes of U.S. income taxation;







                  2.       My (The Beneficial Owner's) name and home address


                           are:


                           ________________________________


                           ________________________________


                           ________________________________; and







                  3.       My (The Beneficial Owner's) U.S. taxpayer


                           identification number (Social Security Number) is


                           _______________________.







         B.       Corporate, Partnership or Other Entity as Beneficial Owner







                  1.       __________________________ (Name of the Beneficial


                           Owner) is not a foreign corporation, foreign


                           partnership, foreign trust or foreign estate (as


                           those terms are defined in the Code and Treasury


                           Regulations;












                  2.       The Beneficial Owner's office address and place of


                           incorporation (if applicable) is


                           _______________________________; and







                  3.       The Beneficial Owner's U.S. employer identification


                           number is __________________________.







Part II - Nominees







         If the undersigned is the nominee for the Beneficial Owner, the


undersigned certifies that this certificate has been made in reliance upon


information contained in:







         _____    an IRS Form W-9







         _____    a form such as this or substantially similar







         provided to the undersigned by an appropriate person and (i) the


         undersigned agrees to notify the Trust at least thirty (30) days prior


         to the date that the form relied upon becomes obsolete, and (ii) in


         connection with change in Beneficial Owners, the undersigned agrees to


         submit a new Certificate of Non-Foreign Status to the Trust promptly


         after such change.







Part III - Declaration







         The undersigned, as the Beneficial Owner or a nominee thereof, agrees


to notify the Trust within sixty (60) days of the date that the Beneficial Owner


becomes a foreign person. The undersigned understands that this certificate may


be disclosed to the Internal Revenue Service by the Trust and any false


statement contained therein could be punishable by fines, imprisonment or both.







         Under penalties of perjury, I declare that I have examined this


certificate and to the best of my knowledge and belief it is true, correct and


complete and will further declare that I will inform the Trust of any change in


the information provided above, and, if applicable, I further declare that I


have the authority* to sign this document.







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


         Name







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


  Title (if applicable)







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


    Signature and Date







         *Note: If signed pursuant to a power of attorney, the power of attorney


must accompany this certificate.





















  





  











  


















                                    EXHIBIT E







                    FORM OF INVESTMENT LETTER [NON-RULE 144A]







                                     [DATE]







[Certificate Registrar]







         Re:      Opteum Mortgage Acceptance Corporation MBN Trust Series 20__-_


                  Mortgage-Backed Certificates, Series 20__-__, (the


                  "Certificates")







Ladies and Gentlemen:







         In connection with our acquisition of the above-captioned Certificates,


we certify that (a) we understand that the Certificates are not being registered


under the Securities Act of 1933, as amended (the "Act"), or any state


securities laws and are being transferred to us in a transaction that is exempt


from the registration requirements of the Act and any such laws, (b) we are an


"accredited investor," as defined in Regulation D under the Act, and have such


knowledge and experience in financial and business matters that we are capable


of evaluating the merits and risks of investments in the Certificates, (c) we


have had the opportunity to ask questions of and receive answers from the


Depositor concerning the purchase of the Certificates and all matters relating


thereto or any additional information deemed necessary to our decision to


purchase the Certificates, (d) we are not an employee benefit plan that is


subject to the Employee Retirement Income Security Act of 1974, as amended, or a


plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as


amended, nor are we acting on behalf of any such plan, (e) we are acquiring the


Certificates for investment for our own account and not with a view to any


distribution of such Certificates (but without prejudice to our right at all


times to sell or otherwise dispose of the Certificates in accordance with clause


(g) below), (f) we have not offered or sold any Certificates to, or solicited


offers to buy any Certificates from, any person, or otherwise approached or


negotiated with any person with respect thereto, or taken any other action which


would result in a violation of Section 5 of the Act, and (g) we will not sell,


transfer or otherwise dispose of any Certificates unless (1) such sale, transfer


or other disposition is made pursuant to an effective registration statement


under the Act or is exempt from such registration requirements, and if


requested, we will at our expense provide an opinion of counsel satisfactory to


the addressees of this certificate that such sale, transfer or other disposition


may be made pursuant to an exemption from the Act, (2) the purchaser or


transferee of such Certificate has executed and delivered to you a certificate


to substantially the same effect as this certificate, and (3) the purchaser or


transferee has otherwise complied with any conditions for transfer set forth in


the Trust Agreement.







                                       Very truly yours,







                                       [TRANSFEREE]







                                       By:


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


                                       Authorized Officer