<PAGE>

                                                                     Exhibit 4.4





                              OWNER TRUST AGREEMENT



                                      among



             SOUTHPOINT RESIDENTIAL MORTGAGE SECURITIES CORPORATION,
                                  as Depositor,



                        [_____________________________],
                                 as the Company,


                                      [and]


                       [________________________________],
                                as Owner Trustee


                                      [and


                      [__________________________________],
                                as Paying Agent]



                            Dated as of _____ 1, ____




                       [____________] OWNER TRUST ____-__
                       Asset Backed Notes, Series ____-__
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1   Capitalized Terms..............................................1
SECTION 1.2   Other Definitional Provisions..................................4

                                   ARTICLE II

                                  ORGANIZATION

SECTION 2.1   Name...........................................................5
SECTION 2.2   Office.........................................................5
SECTION 2.3   Purposes and Powers............................................5
SECTION 2.4   Appointment of Owner Trustee...................................6
SECTION 2.5   Initial Capital Contribution of Trust Estate...................6
SECTION 2.6   Declaration of Trust...........................................6
SECTION 2.7   Title to Trust Property........................................6
SECTION 2.8   Situs of Trust.................................................7
SECTION 2.9   Representations and Warranties of the Depositor and the
               Company; Covenants of the Company.............................7

                                   ARTICLE III

           RESIDUAL INTEREST CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1   Initial Ownership..............................................9
SECTION 3.2   The Residual Interest Certificates.............................9
SECTION 3.3   Execution, Authentication and Delivery of Residual
               Interest Certificates.........................................9
SECTION 3.4   Registration of Transfer and Exchange of Residual
               Interest Certificates........................................10
SECTION 3.5   Mutilated, Destroyed, Lost or Stolen Residual Interest
               Certificates.................................................11
SECTION 3.6   Persons Deemed Owners.........................................11
SECTION 3.7   Access to List of Owners' Names and Addresses.................11
SECTION 3.8   Maintenance of Office or Agency...............................11
SECTION 3.9   [Appointment of Paying Agent..................................12
SECTION 3.10  Restrictions on Transfer of Residual Interest
               Certificates.................................................12

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

SECTION 4.1   Prior Notice to Owners with Respect to Certain Matters;
               Covenants....................................................15
SECTION 4.2   Action by Owners with Respect to Certain Matters..............19

                                      -i-
<PAGE>

SECTION 4.3   Action by Owners with Respect to Bankruptcy...................19
SECTION 4.4   Restrictions on Owners' Power.................................19
SECTION 4.5   Majority Control..............................................19

                                    ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1   Establishment of Trust Account................................19
SECTION 5.2   Application Of Trust Funds....................................20
SECTION 5.3   Method of Payment.............................................21
SECTION 5.4   Segregation of Moneys; No Interest............................21
SECTION 5.5   Accounting and Reports to the Certificateholder, Owners,
               the Internal Revenue Service and Others......................21

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1   General Authority.............................................22
SECTION 6.2   General Duties................................................22
SECTION 6.3   Action upon Instruction.......................................23
SECTION 6.4   No Duties Except as Specified in this Agreement, the
               Basic Documents or in Instructions...........................24
SECTION 6.5   No Action Except Under Specified Documents or Instructions....24
SECTION 6.6   Restrictions..................................................24

                                   ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

SECTION 7.1   Acceptance of Trusts and Duties...............................24
SECTION 7.2   Furnishing of Documents.......................................26
SECTION 7.3   Representations and Warranties................................26
SECTION 7.4   Reliance; Advice of Counsel...................................27
SECTION 7.5   Not Acting in Individual Capacity.............................27
SECTION 7.6   Owner Trustee Not Liable for Residual Interest
               Certificates or Mortgage Assets..............................27
SECTION 7.7   Owner Trustee May Own Residual Interest Certificates and
               Notes........................................................28
SECTION 7.8   Licenses......................................................28

                                  ARTICLE VIII

               COMPENSATION OF OWNER TRUSTEE [AND PAYING AGENT]

SECTION 8.1   Fees and Expenses.............................................28
SECTION 8.2   Indemnification...............................................28
SECTION 8.3   Payments to the Owner Trustee [and Paying Agent]..............29

                                      -ii-
<PAGE>

                                   ARTICLE IX

                      TERMINATION OF OWNER TRUST AGREEMENT

SECTION 9.1   Termination of Owner Trust Agreement..........................29

                                    ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1  Eligibility Requirements for Owner Trustee....................30
SECTION 10.2  Resignation or Removal of Owner Trustee ......................30
SECTION 10.3  Successor Owner Trustee.......................................31
SECTION 10.4  Merger or Consolidation of Owner Trustee......................32
SECTION 10.5  Appointment of Co-Owner Trustee or Separate Owner Trustee.....32

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1  Supplements and Amendments....................................33
SECTION 11.2  No Legal Title to Trust Estate in Owners......................34
SECTION 11.3  Limitations on Rights of Others...............................35
SECTION 11.4  Notices.......................................................35
SECTION 11.5  Severability..................................................35
SECTION 11.6  Separate Counterparts.........................................35
SECTION 11.7  Successors and Assigns........................................35
SECTION 11.8  No Petition...................................................36
SECTION 11.9  No Recourse...................................................36
SECTION 11.10 Headings......................................................36
SECTION 11.11 GOVERNING LAW.................................................36
SECTION 11.12 Residual Interest Transfer Restrictions.......................36
SECTION 11.13 [Third-Party Beneficiary......................................36


EXHIBIT A   Form of Residual Interest Certificate

EXHIBIT B   Form of Certificate of Trust


                                     -iii-
<PAGE>

            THIS OWNER TRUST AGREEMENT, dated as of ____ 1, ____ ("Agreement"),
                                                                   ---------
among SOUTHPOINT RESIDENTIAL MORTGAGE SECURITIES CORPORATION, a Tennessee
corporation, as Depositor (the "Depositor"), [ ], a _______________ corporation
                                ---------
(the "Company"), [ ], a __________ [banking] corporation, as Owner Trustee (the
      -------
"Owner Trustee") [and [ ], a [national banking association] (the "Paying
 -------------                                                    ------
Agent")].
-----
                                   WITNESSETH:

            In consideration of the mutual agreements and covenants herein
contained, the Depositor, the Company[, the Paying Agent] and the Owner Trustee
hereby agree for the benefit of each of them and the holders of the Residual
Interest Certificates as follows:

                                   ARTICLE I

                                  DEFINITIONS

            SECTION 1.1 Capitalized Terms. For all purposes of this Agreement,
                        -----------------
the following terms shall have the meanings set forth below:

            "Administration Agreement" shall mean the Administration Agreement,
             ------------------------
dated as of _____ 1, ____, among the Issuer, the Company, as the Company and the
Master Servicer, and [ ], as Administrator, as the same may be amended from time
to time.

            "Administrator" shall mean [                             ], or any
             -------------
successor  in interest  thereto,  in its capacity as  Administrator  unde0r the
Administration Agreement.

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

            "Basic Documents" shall mean the [Certificate of Trust, this
             ---------------
Agreement, the Indenture, the Master Servicing Agreement, the Administration
Agreement, the Insurance Agreement, the Indemnification Agreement, the Custodial
Agreement, the Note Depository Agreement, the Notes, the Asset Sale Agreement,
the Contribution Agreement, the Servicing Agreement] and other documents and
certificates delivered in connection herewith or therewith.

            "Benefit Plan Investor" shall have the meaning assigned to such term
             ---------------------
in Section 3.10(b).
   ---------------

            "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
             ----------------------
Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from
                                     -- ---
time to time.

            "Certificate Distribution Account" shall mean the account described
             --------------------------------
in Section 5.1.
   -----------

            "Certificate of Trust" shall mean the Certificate of Trust in the
             --------------------
form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the
Business Trust Statute.

                                      -1-
<PAGE>

            "Certificate Register" and "Certificate Registrar" shall mean the
             --------------------       ---------------------
register mentioned and the registrar appointed pursuant to Section 3.4.
                                                           -----------

            "Certificateholder" or "Holder" shall mean a Person in whose name a
             -----------------      ------
Residual Interest Certificate is registered.

            "Corporate Trust Office" shall mean, with respect to the Trust, the
             ----------------------
principal corporate trust office of the Trust located at [_____________________
_______________________________________________________________________________
______________________________ ], Attention: [Corporate Trust Administration];
or at such other address in the State of Delaware as the Owner Trustee may
designate by notice to the Owners[, the Securities Insurer] and the Company, or
the principal corporate trust office of any successor Owner Trustee (the address
(which shall be in the State of Delaware) of which the successor owner trustee
will notify the Owners[, the Securities Insurer] and the Company).

            "Definitive Certificate" means a certificated form of security that
             ----------------------
represents a Residual Interest Certificate.

            "ERISA" shall mean the Employee Retirement Income Security Act of
             -----
1974, as amended.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
             ------------
amended.

            "Expenses" shall have the meaning assigned to such term in Section
             --------                                                  -------
8.2.
---

            ["Indemnification Agreement" shall mean the Indemnification
              -------------------------
Agreement, dated as of ______ 1, ____, among [the Securities Insurer,] the
Company, the Issuer, the Depositor, [ ].]

            "Indenture" shall mean the Indenture, dated as of _____ 1, ____, by
             ---------
and between the Issuer and the Indenture Trustee, as the same may be amended or
supplemented from time to time.

            "Indenture Trustee" means [               ], as Indenture Trustee
             -----------------
under the Indenture.

            "Issuer" shall mean [ ] Owner Trust ____-__, the Delaware business
             ------
trust created pursuant to this Agreement.

            "Majority Residual Interestholders" shall mean the Holders of more
             ---------------------------------
than an aggregate 50% Percentage Interest of the Residual Interest.

            "Master Servicing Agreement" shall mean the Master Servicing
             --------------------------
Agreement dated as of the date hereof, among the Owner Trust as Issuer, [ ], as
Indenture Trustee and the Company, as Transferor and Master Servicer, as the
same may be amended or supplemented from time to time.

            "Owner" shall mean each holder of a Residual Interest Certificate.
             -----

                                      -2-
<PAGE>

            "Owner Trustee" shall mean [              ], a __________ banking
             -------------
corporation, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor owner trustee hereunder.

            ["Paying Agent" shall mean the Indenture Trustee or any successor in
              ------------
interest thereto or any other paying agent or co-paying agent appointed pursuant
to Section 3.9 hereunder and authorized by the Issuer to make payments to and
   -----------
distributions from the Certificate Distribution Account.]

            "Percentage Interest" shall mean with respect to each Residual
             -------------------
Interest Certificate, the percentage portion of all of the Residual Interest
evidenced thereby as stated on the face of such Residual Interest Certificate.

            "Prospective Owner" shall have the meaning set forth in Section
             -----------------                                      -------
3.10(a).
-------

            "Rating Agency Condition" means, with respect to any action to which
             -----------------------
a Rating Agency Condition applies, that each Rating Agency shall have been given
10 days (or such shorter period as is acceptable to each Rating Agency) prior
notice thereof and that each of the Depositor, the Servicer, the Master
Servicer, [the Securities Insurer,] the Owner Trustee and the Issuer shall have
been notified by the Rating Agencies in writing that such action will not result
in a reduction, withdrawal or qualification of the then current internal ratings
assigned to the Notes by each of the Rating Agencies [without respect to the
Securities Insurer].

            "Record Date" shall mean as to each Payment Date the last Business
             -----------
Day of the month immediately preceding the month in which such Payment Date
occurs.

            "Residual Interest" shall mean the right to receive distributions on
             -----------------
each Payment Date, pursuant to Section 5.2 of this Agreement, [Section 4.02(c)
                               -----------                     ---------------
of] the Master Servicing Agreement and Section 5.04(b) of the Indenture.

            "Residual Interest Certificate" shall mean a certificate
             -----------------------------
substantially in the form attached as Exhibit A hereto and evidencing the
                                      ---------
Residual Interest.

            "Residual Interestholder" shall mean any Holder of a Percentage
             -----------------------
Interest of the Residual Interest.

            "Secretary of State" shall mean the Secretary of State of the State
             ------------------
of __________.

            ["Securities Insurer" shall mean [                        ].]
              ------------------

            "Servicer" shall mean [            ], a [            ] corporation,
             --------
or any successor in interest thereto.

            "Servicing Agreement" shall mean the Servicing Agreement
             -------------------
incorporating by reference the Agreement Regarding Standard Servicing Terms,
each dated as of the date hereof, between the Company and the Servicer, as the
same may be amended or supplemented from time to time.

                                      -3-
<PAGE>

            "Trust" shall mean the trust established by this Agreement.
             -----

            "U.S. Person" shall mean a citizen or resident of the United States,
             -----------
a corporation or partnership (except as provided in applicable Treasury
regulations) created or organized in or under the laws of the United States, any
state or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate that is subject to
U.S. federal income tax regardless of the source of its income, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more such U.S. Persons have authority to
control all substantial decisions of the trust (or, to the extent provided in
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to be treated as U.S. Persons).

            SECTION 1.2 Other Definitional Provisions.
                        -----------------------------

            (a) Capitalized terms used herein and not otherwise defined herein
have the meanings assigned to them in the Master Servicing Agreement or, if not
defined therein, in the Indenture.

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

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

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

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

            (f) 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.

                                      -4-
<PAGE>

                                   ARTICLE II

                                  ORGANIZATION

            SECTION 2.1 Name. The Trust created hereby shall be known as "[    ]
                        ----
Owner Trust ____-__", in which name the Owner Trustee may conduct the business
of the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.

            SECTION 2.2 Office. The office of the Trust shall be in 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 Owners[, the
Securities Insurer] and the Company.

            SECTION 2.3 Purposes and Powers. (a) The purpose of the Trust is to
                        -------------------
engage in the following activities:

                  (i) to issue the Notes pursuant to the Indenture and to sell
            such Notes;

                  (ii) with the proceeds of the sale of the Notes, to pay the
            organizational, start-up and transactional expenses of the Trust and
            to pay the balance to the Depositor and the Company, as their
            interests may appear pursuant to the Master Servicing Agreement;

                  (iii) to purchase, hold, assign, grant, transfer, pledge,
            mortgage and convey the Trust Estate pursuant to the Indenture and
            to hold, manage and distribute to the Owners pursuant to the terms
            of the Master Servicing Agreement any portion of the Trust Estate
            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;

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

                  (vii) to issue the Residual Interest Certificates pursuant to
            this Agreement.

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the Basic
Documents.

                                      -5-
<PAGE>

            SECTION 2.4 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 2.5 Initial Capital Contribution of Trust Estate. The
                        --------------------------------------------
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Trust Estate and
shall be deposited in the Certificate Distribution Account. The Depositor or the
Company shall pay reasonable organizational expenses of the Trust as they may
arise or shall, upon the request of the Owner Trustee, promptly reimburse the
Owner Trustee for any such expenses paid by the Owner Trustee.

            SECTION 2.6 Declaration of Trust. The Owner Trustee hereby declares
                        --------------------
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Owners, subject to the
obligations of the Trust under the Basic Documents. It is the intention of the
parties hereto that the Trust constitute a business trust under the Business
Trust Statute and that this Agreement constitute the governing instrument of
such business trust. It is the intention of the parties hereto that, solely for
federal, state and local income and franchise tax purposes (i) so long as there
is a sole Owner, the Trust shall be treated as a security arrangement, with the
assets of the Trust being the Mortgage Assets and the other assets held by the
Trust, the owner of the Mortgage Assets being the sole Owner and the Notes being
non-recourse debt of the sole Owner, and (ii) if there is more than one Owner,
the Trust shall be treated as a partnership, with the assets of the partnership
being the Mortgage Assets and other assets held by the Trust, the partners of
the partnership being the holders of the Mortgage Assets and the Notes being
non-recourse debt of the partnership. The Trust shall not elect to be treated as
an association under Treasury Regulations Section 301.7701-3(a) for federal
income tax purposes. The parties agree that, unless otherwise required by
appropriate tax authorities, the sole Owner or 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 provided in the second preceding
sentence 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
Business Trust Statute with respect to accomplishing the purposes of the Trust.

            SECTION 2.7 Title to Trust Property.
                        ------------------------

            (a) Subject to the Indenture, legal title to all the 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 Trust
Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Owner Trustee and/or a separate trustee, as the case
may be.

            (b) The Owners shall not have legal title to any part of the Trust
Estate. No transfer by operation of law or otherwise of any interest of the
Owners shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of any part of
the Trust Estate.

                                      -6-
<PAGE>

            SECTION 2.8 Situs of Trust. The Trust will be located and
                        --------------
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Delaware [or the
State of [New York]], except with respect to accounts maintained by the
Indenture Trustee on behalf of the Owner Trustee. The Trust shall not have any
employees; provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having employees within or without the State of Delaware.
Payments will be received by the Trust only in Delaware [or New York], and
payments will be made by the Trust only from Delaware [or New York], except with
respect to payments made by the Indenture Trustee on behalf of the Owner
Trustee. The only offices of the Trust will be at the Corporate Trust Office in
Delaware.

            SECTION 2.9 Representations and Warranties of the Depositor and the
                        -------------------------------------------------------
                        Company; Covenants of the Company.
                        ----------------------------------

            (a) [The Depositor hereby represents and warrants to the Owner
Trustee [and the Securities Insurer] that:

                  (i)  (A) it is a corporation duly organized, validly existing,
            and in good standing under the laws of the State of Delaware and has
            all licenses necessary to carry on its business as now being
            conducted, (B) it has the power and authority to execute and deliver
            this Agreement and to perform in accordance herewith; (C) the
            execution, delivery and performance of this Agreement (including all
            instruments of transfer to be delivered pursuant to this Agreement)
            by the Depositor and the consummation of the transactions
            contemplated hereby have been duly and validly authorized by all
            necessary action of the Depositor; (D) this Agreement evidences the
            valid, binding and enforceable obligation of the Depositor; and (E)
            all requisite action has been taken by the Depositor to make this
            Agreement valid, binding and enforceable upon the Depositor in
            accordance with its terms, subject to the effect of bankruptcy,
            insolvency, reorganization, moratorium and other, similar laws
            relating to or affecting creditors' rights generally or the
            application of equitable principles in any proceeding, whether at
            law or in equity;

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

                  (iii) The Depositor is not in default with respect to any
            order or decree of any court or any order, regulation or demand of
            any federal, state, municipal or other governmental agency, which
            default might have consequences that would materially and adversely
            affect the condition (financial or otherwise) or operations

                                      -7-
<PAGE>

            of the Depositor or its properties or might have consequences that
            would materially and adversely affect its performance hereunder.]

            (b) [The Company hereby represents and warrants to the Owner Trustee
[and the Securities Insurer] that:

                  (i) The Company is duly organized and validly existing as a
            _________ [corporation] in good standing under the laws of the State
            of [__________], 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 Company 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 property or the conduct of its business shall require
            such qualifications;

                  (iii) The Company has the power and authority to execute and
            deliver this Agreement and to carry out its terms; and the
            execution, delivery and performance of this Agreement has been duly
            authorized by the Company by all necessary corporate action;

                  (iv) The consummation of the transactions contemplated by this
            Agreement and the fulfillment of the terms hereof do not conflict
            with, result in any breach of any of the terms and provisions of, or
            constitute (with or without notice or lapse of time) a default
            under, the [articles/certificate] of incorporation or [by-laws] of
            the Company, or any indenture, agreement or other instrument to
            which the Company 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 Company's knowledge, any order, rule
            or regulation applicable to the Company of any court or of any
            Federal or state regulatory body, administrative agency or other
            governmental instrumentality having jurisdiction over the Company or
            its properties;

                  (v) There are no proceedings or investigations pending or, to
            the Company's best knowledge, threatened, before any court,
            regulatory body, administrative agency or other governmental
            instrumentality having jurisdiction over the Company or its
            properties: (A) asserting the invalidity of this Agreement, (B)
            seeking to prevent the consummation of any of the transactions
            contemplated by this Agreement or (C) seeking any determination or
            ruling that might materially and adversely affect the performance by
            the Company of its obligations under, or the validity or
            enforceability of, this Agreement;

                  (vi) The Company is not (A) an "employee benefit plan" within
            the meaning of Section 3(3) of ERISA, or (B) a "plan" within the
            meaning of Section 4975(e)(1) of the Code or (C) an entity,
            including an insurance company separate

                                      -8-
<PAGE>

            account or general account, whose underlying assets include plan
            assets by reason of a plan's investment in the entity (each, a
            "Benefit Plan Investor") and is not directly or indirectly
             ---------------------
            purchasing such Residual Interest Certificate on behalf of, as
            investment manager of, as named fiduciary of, as trustee of, or with
            the assets of a Benefit Plan Investor; and

                  (vii) The Company is a U.S. Person.]

            (c) [The Company covenants with the Owner Trustee that during the
continuance of this Agreement it will comply in all respects with the provisions
of its [Articles/Certificate] of Incorporation in effect from time to time.]

                                  ARTICLE III

           RESIDUAL INTEREST CERTIFICATES AND TRANSFER OF INTERESTS

            SECTION 3.1 Initial Ownership. Upon the formation of the Trust by
                        -----------------
the contribution by the Depositor pursuant to Section 2.5 and until the issuance
                                              -----------
of the Residual Interest Certificates, the Depositor shall be the sole Owner of
the Trust.

            SECTION 3.2 The Residual Interest Certificates. The Residual
                        ----------------------------------
Interest Certificates shall not be issued with a principal amount. The Residual
Interest Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of a Trust Officer of the Owner Trustee. Residual Interest
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 valid and binding obligations of the Trust,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of such Residual Interest
Certificates or did not hold such offices at the date of authentication and
delivery of such Residual Interest Certificates.

            A transferee of a Residual Interest Certificate shall become an
Owner, and shall be entitled to the rights and subject to the obligations of an
Owner hereunder and under the Master Servicing Agreement, upon such transferee's
acceptance of a Residual Interest Certificate duly registered in such
transferee's name pursuant to Section 3.4.
                              -----------

            SECTION 3.3 Execution, Authentication and Delivery of Residual
                        --------------------------------------------------
Interest Certificates. Concurrently with the initial sale of the Mortgage Assets
---------------------
to the Trust pursuant to the Master Servicing Agreement, the Owner Trustee on
behalf of the Trust shall cause the Residual Interest Certificates representing
100% of the Percentage Interests of the Residual Interest to be executed,
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 Residual Interest Certificate shall entitle its holder to any benefit under
this Agreement, or shall be valid for any purpose, unless there shall appear on
such Residual Interest Certificate a certificate of authentication substantially
in the form set forth in Exhibit A, executed by the Owner Trustee or the
                         ---------
Administrator, as the Owner Trustee's authenticating agent, by manual or
facsimile signature; such authentication shall constitute conclusive evidence
that such Residual Interest Certificate

                                      -9-
<PAGE>

shall have been duly authenticated and delivered hereunder. All Residual
Interest Certificates shall be dated the date of their authentication. [No
Certificates, except the Residual Interest Certificates, shall be issued by the
Trust without the prior written consent of the Securities Insurer.]

            SECTION 3.4 Registration of Transfer and Exchange of Residual
                        -------------------------------------------------
Interest Certificates. The Certificate Registrar shall keep or cause to be kept,
---------------------
at the office or agency maintained pursuant to Section 3.8 a Certificate
                                               -----------
Register in which, subject to such reasonable regulations as it may prescribe,
the Owner Trustee shall provide for the registration of Residual Interest
Certificates and of transfers and exchanges of Residual Interest Certificates as
herein provided. The Administrator shall be the initial Certificate Registrar.

            Upon surrender for registration of transfer of any Residual Interest
Certificate at the office or agency maintained pursuant to Section 3.8, the
                                                           -----------
Owner Trustee shall execute, authenticate and deliver (or shall cause the
Administrator as its authenticating agent to authenticate and deliver), in the
name of the designated transferee or transferees, one or more new Residual
Interest Certificates in authorized denominations of a like aggregate amount
dated the date of authentication by the Owner Trustee or any authenticating
agent, provided that prior to such execution, authentication and delivery, the
       --------
Owner Trustee, the Administrator[, the Securities Insurer] and the Certificate
Registrar shall have received an Opinion of Counsel to the effect that the
proposed transfer will not cause the Trust to be characterized as an association
(or a publicly traded partnership) taxable as a corporation or alter the tax
characterization of the Notes for federal income tax or Delaware state law
purposes. At the option of an Owner, Residual Interest Certificates may be
exchanged for other Residual Interest Certificates of authorized denominations
of a like aggregate amount upon surrender of the Residual Interest Certificates
to be exchanged at the office or agency maintained pursuant to Section 3.8.
                                                               -----------

            Every Residual Interest Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Owner or his attorney duly authorized
in writing. In addition, each Residual Interest Certificate presented or
surrendered for registration of transfer and exchange must be accompanied by a
letter from the Prospective Owner certifying as to the representations set forth
in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for
   ------------------------
registration of transfer or exchange shall be in substantially the form attached
hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee
          ---------
or the Certificate Registrar in accordance with its customary practice.

            No service charge shall be made for any registration of transfer or
exchange of Residual Interest 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 Residual Interest Certificates.

            The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make and the Certificate Registrar shall not register
transfers or exchanges of Residual Interest Certificates for a period of 15 days
preceding the due date for any payment with respect to the Residual Interest
Certificates.

                                      -10-
<PAGE>

            SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Residual Interest
                        ------------------------------------------------------
Certificates. If (a) any mutilated Residual Interest Certificate shall be
------------
surrendered to the Certificate Registrar, or if the Certificate Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Residual Interest 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
that such Residual Interest Certificate shall have been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee, or the Administrator as the Owner Trustee's authenticating agent, shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Residual Interest Certificate, a new Residual Interest
Certificate of like tenor and denomination. In connection with the issuance of
any new Residual Interest Certificate under this Section, the Owner Trustee or
the Certificate Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Residual Interest Certificate issued pursuant to this
Section shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Residual
Interest Certificate shall be found at any time.

            SECTION 3.6 Persons Deemed Owners. Prior to due presentation of a
                        ---------------------
Residual Interest Certificate for registration of transfer, the Owner Trustee or
the Certificate Registrar may treat the Person in whose name any Residual
Interest Certificate shall be registered in the Certificate Register as the
owner of such Residual Interest Certificate for the purpose of receiving
distributions pursuant to Section 5.2 and for all other purposes whatsoever, and
                          -----------
neither the Owner Trustee nor the Certificate Registrar shall be bound by any
notice to the contrary.

            SECTION 3.7 Access to List of Owners' Names and Addresses. The Owner
                        ---------------------------------------------
Trustee shall furnish or cause to be furnished to the Master Servicer, the
Servicer, the Depositor[, the Securities Insurer] and the Indenture Trustee,
within 15 days after receipt by the Owner Trustee of a request therefor from the
Master Servicer, the Servicer, the Depositor[, the Securities Insurer] or the
Indenture Trustee in writing, a list, in such form as the Master Servicer, the
Servicer, the Depositor[, the Securities Insurer] or the Indenture Trustee may
reasonably require, of the names and addresses of the Owners as of the most
recent Record Date. If a Certificateholder applies in writing to the Owner
Trustee, and such application states that the applicant desires to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Residual Interest Certificates and such application is accompanied
by a copy of the communication that such applicants propose to transmit, then
the Owner Trustee shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Certificateholders. Each Owner, by receiving and holding a
Residual Interest Certificate, shall be deemed to have agreed not to hold any of
the Depositor, the Company, the Certificate Registrar[, the Securities Insurer]
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 3.8 Maintenance of Office or Agency. The Owner Trustee shall
                        -------------------------------
maintain an office or offices or agency or agencies where Residual Interest
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee in respect of the
Residual Interest Certificates and the Basic Documents may be served. The Owner
Trustee initially designates the Administrator's office in the city of

                                      -11-
<PAGE>

[__________, _________] as its principal corporate trust office for such
purposes. The Owner Trustee shall give prompt written notice to the Company[,
the Securities Insurer] and to the Certificateholders of any change in the
location of the Certificate Register or any such office or agency.

            SECTION 3.9 [Appointment of Paying Agent. The Owner Trustee hereby
                         ---------------------------
appoints the Indenture Trustee as Paying Agent under this Agreement. The Owner
Trustee hereby appoints the Paying Agent to establish and maintain the
Certificate Distribution Account. The Paying Agent shall make distributions to
Residual Interestholders from the Certificate Distribution Account pursuant to
Section 5.2 hereof and [Section 4.02 of] the Master Servicing Agreement and
-----------             ------------
shall report the amounts of such distributions to the Owner Trustee. The Paying
Agent shall have the revocable power to withdraw funds from the Certificate
Distribution Account for the purpose of making the distributions referred to
above. In the event that the Indenture Trustee shall no longer be the Paying
Agent hereunder, the Owner Trustee shall appoint a successor to act as Paying
Agent (which shall be a bank or trust company) [acceptable to the Securities
Insurer]. The Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Owner Trustee to execute and deliver to
the Owner Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Owner Trustee that as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if
any, held by it for payment to the Owners in trust for the benefit of the
Residual Interestholders entitled thereto until such sums shall be paid to such
Owners. The Paying Agent shall return all unclaimed funds to the Owner Trustee,
and upon removal of a Paying Agent, such Paying Agent shall also return all
funds in its possession to the Owner Trustee. The provisions of
Sections 7.1, 7.3, 7.4 and 8.1 shall apply to the Indenture Trustee also in its
------------------------------
role as Paying Agent, for so long as the Indenture Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise. [Notwithstanding anything
herein to the contrary, the Paying Agent shall be the same entity as the
Indenture Trustee under the Indenture and the Master Servicing Agreement, unless
the Securities Insurer consents to a different Paying Agent or a Securities
Insurer Default has occurred and is continuing. Notwithstanding any other
provision, if a Securities Insurer Default occurs, then the Securities Insurer's
consent or direction is not required. If the Paying Agent ceases to be the same
entity as the Indenture Trustee under the Indenture and the Master Servicing
Agreement, then, unless the Securities Insurer otherwise consents, the Paying
Agent shall resign and the Owner Trustee shall assume the duties and obligations
of the Paying Agent hereunder and under the Master Servicing Agreement.]]

            SECTION 3.10 Restrictions on Transfer of Residual Interest
Certificates.

            (a)   Each prospective purchaser and any subsequent transferee of a
Residual Interest Certificate (each, a "Prospective Owner"), other than the
                                        -----------------
Company, shall represent and warrant, in writing, to the Owner Trustee[, the
Securities Insurer] and the Certificate Registrar and any of their respective
successors that:

                  (i)  Such Person is (A) a "qualified institutional buyer" as
            defined in Rule 144A under the Securities Act of 1933, as amended
            (the "Securities Act"), and is aware that the seller of the Residual
            Interest Certificate may be relying on

                                      -12-
<PAGE>

            the exemption from the registration requirements of the Securities
            Act provided by Rule 144A and is acquiring such Residual Interest
            Certificate for its own account or for the account of one or more
            qualified institutional buyers for whom it is authorized to act, or
            (B) an institutional "accredited investor" within the meaning of
            subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the
            Securities Act (an "Institutional Accredited Investor") that is
                                ---------------------------------
            acquiring the Residual Interest Certificate for its own account, or
            for the account of such an Institutional Accredited Investor, for
            investment purposes and not with a view to, or for offer or sale in
            connection with any distribution in violation of the Securities Act;

                  (ii)   Such Person understands that the Residual Interest
            Certificate have not been and will not be registered under the
            Securities Act and may be offered, sold or otherwise transferred
            only to a person whom the seller reasonably believes is (A) a
            qualified institutional buyer or (B) an Institutional Accredited
            Investor, and in accordance with the terms hereof and any applicable
            securities laws of any state of the United States;

                  (iii)  Such Person understands that the Residual Interest
            Certificates bear a legend to the following effect:

                     "THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS
                     RESIDUAL INTEREST CERTIFICATE HAS NOT BEEN AND WILL NOT BE
                     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                     (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL
                     INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED
                     OR SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER HEREOF ONLY
                     TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
                     144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED
                     UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT
                     IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT
                     PURSUANT TO RULE 144A OR (II) AN INSTITUTIONAL "ACCREDITED
                     INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),
                     (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT
                     LIMITED TO, [______________________]) IN A TRANSACTION THAT
                     IS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES
                     LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS
                     OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO
                     REGISTER THIS RESIDUAL

                                      -13-
<PAGE>

                     INTEREST CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES
                     LAWS."

                  (iv) Such Person shall comply with the provisions of
            Section 3.10(b), as applicable, relating to the ERISA restrictions
            ---------------
            with respect to the acceptance or acquisition of such Residual
            Interest Certificate.

            (b)   Each Prospective Owner shall either:

                  (i)  represent and warrant, in writing, to the Owner Trustee[,
            the Securities Insurer] and the Certificate Registrar and any of
            their respective successors that the Prospective Owner is not (A) an
            "employee benefit plan" within the meaning of Section 3(3) of ERISA,
            or (B) a "plan" within the meaning of Section 4975(e)(1) of the Code
            or (C) an entity, including an insurance company separate account or
            general account, whose underlying assets include plan assets by
            reason of a plan's investment in the entity (each, a "Benefit Plan
                                                                  ------------
            Investor") and is not directly or indirectly purchasing such
            --------
            Residual Interest Certificate on behalf of, as investment manager
            of, as named fiduciary of, as trustee of, or with the assets of a
            Benefit Plan Investor; or

                  (ii) furnish to the Owner Trustee[, the Securities Insurer]
            and the Certificate Registrar and any of their respective successors
            an opinion of counsel acceptable to such persons that (A) the
            proposed transfer of the Residual Interest Certificate to such
            Prospective Owner will not cause any assets of the Trust to be
            deemed "plan assets" within the meaning of United States Department
            of Labor Regulation Section 2510.3-101, or (B) the proposed transfer
            of the Residual Interest Certificate will not give rise to a
            transaction described in Section 406 of ERISA or Section 4975(c)(1)
            of the Code for which a statutory or administrative exemption is
            unavailable.

            (c)   The Residual Interest Certificates shall bear an additional
legend referring to the foregoing restrictions contained in paragraph (b) above.

            (d)   Each Prospective Owner, other than the Company, shall
represent and warrant, in writing, to the Owner Trustee[, the Securities
Insurer] and the Certificate Registrar and any of their respective successors
that it is a person who is either (A)(i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of the
United States, any state or the District of Columbia, including any entity
treated as a corporation or partnership for federal income tax purposes or (iii)
a person not described in (A)(i) or (ii) whose ownership of the Residual
Interest Certificate is effectively connected with such person's conduct of a
trade or business within the United States (within the meaning of the Code) and
its ownership of any interest in a Residual Interest Certificate will not result
in any withholding obligation with respect to any payments with respect to the
Residual Interest Certificates by any person (other than withholding, if any,
under Section 1446 of the Code) or (B) an estate the income of which is subject
to United States federal income tax, regardless of source, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of such trust and one or more persons described in this paragraph
have the authority to control all

                                      -14-
<PAGE>

substantial decisions of such trust (a person described in (A)(i), (A)(ii),
or B, a "U.S. Person"). It agrees that it will provide a certification of
         -----------
non-foreign status signed under penalties of perjury and, alternatively, that if
it is a person described in clause (A)(iii) above, it will furnish to the
Administrator a properly executed IRS Form 4224 (or successor form thereto) and
a new IRS Form 4224 (or successor form thereto) upon the expiration or
obsolescence of any previously delivered form (and such other certifications,
representations or opinions of counsel as may be requested by the Company).

            (e) Each Certificateholder that is not a U.S. Person agrees that,
subsequent to delivery to the Owner Trustee[, the Securities Insurer] and the
Certificate Registrar of IRS Form 4224 or appropriate successor forms required
to evidence that the Certificateholder holds its Residual Interest
Certificate(s) in connection with a U.S. trade or business (within the meaning
of the Code), it will deliver to the Company and the Owner Trustee further
copies of the said IRS Form 4224 or such appropriate successor forms or other
manner of certification, as the case may be, on or before the date that any such
form expires or becomes obsolete or after the occurrence of any event requiring
a change in the most recent form previously delivered by it to the Company and
the Owner Trustee, and such extensions or renewals thereof as may reasonably be
requested by the Company and the Owner Trustee. Further, each Certificateholder
that is not a U.S. Person covenants as a condition to acquiring its Residual
Interest Certificate that for so long as it shall hold such Residual Interest
Certificate it shall be held in such manner that the income therefrom shall be
effectively connected with the conduct of a U.S. trade or business. In the event
that any Certificateholder shall breach the certifications, representations,
warranties or covenants set forth in this Article III, such Certificateholder
                                          -----------
shall indemnify the Company, the Owner Trustee and the Trust for any amounts
(including interest and penalties thereon) payable by the Company, the Owner
Trustee or the Trust as a result of such breach.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

            SECTION 4.1 Prior Notice to Owners with Respect to Certain Matters;
                        -------------------------------------------------------
Covenants. (a) With respect to the following matters, the Owner Trustee shall
---------
not take action, and the Owners shall not direct the Owner Trustee to take any
action, unless at least [30] days before the taking of such action, the Owner
Trustee shall have notified the Owners [and the Securities Insurer] in writing
of the proposed action and [(i) the Securities Insurer shall have consented
thereto and (ii)] the Owners shall not have notified the Owner Trustee in
writing prior to the [30th] day after such notice is given that such Owners have
withheld consent or the Owners have provided alternative direction [(any
direction by the Owners shall require the prior consent of the Securities
Insurer)]:

                  (i) the initiation of any claim or lawsuit by the Trust
            (except claims or lawsuits brought in connection with the collection
            of the Mortgage Assets) 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 the Mortgage
            Assets);

                                      -15-
<PAGE>

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

                  (iii)  the amendment or other change to this Agreement or any
            Basic Document in circumstances where the consent of any Noteholder
            [or the Securities Insurer] is required;

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

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

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

                  (vii)  except as provided in Article IX hereof, dissolve,
                                               ----------
            terminate or liquidate the Trust in whole or in part;

                  (viii) merge or consolidate the Trust with or into any other
            entity, or convey or transfer all or substantially all of the
            Trust's assets to any other entity;

                  (ix)   cause the Trust to incur, assume or guaranty any
            indebtedness other than as set forth in this Agreement or the
            Indenture;

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

                  (xi)   do any act which would make it impossible to carry on
            the ordinary business of the Trust;

                  (xii)  confess a judgment against the Trust;

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

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

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

            (b)   Notwithstanding any provision of Section 4.1(a), the Owner
                                                   --------------
Trustee on behalf of the Trust agrees to abide by the following restrictions:

                                      -16-
<PAGE>

                  (i)    other than as contemplated by the Basic Documents and
            related documentation, the Trust shall not incur any indebtedness;

                  (ii)   other than as contemplated by the Basic Documents and
            related documentation, the Trust shall not engage in any
            dissolution, liquidation, consolidation, merger or sale of assets;

                  (iii)  the Trust shall not engage in any business activity in
            which it is not currently engaged other as contemplated by the Basic
            Documents and related documentation;

                  (iv)   the Trust shall not form, or cause to be formed, any
            subsidiaries and shall not own or acquire any asset other than as
            contemplated by the Basic Documents and related documentation; and

                  (v)    other than as contemplated by the Basic Documents and
            related documentation, the Trust shall not follow the directions or
            instructions of the Company.

            (c) The Owner Trustee on behalf of the Trust shall:

                  (i)    maintain the Trust's books and records separate from
            any other person or entity;

                  (ii)   maintain the Trust's bank accounts separate from any
            other person or entity;

                  (iii)  not commingle the Trust's assets with those of any
            other person or entity;

                  (iv)   conduct the Trust's own business in its own name;

                  (v)    other than as contemplated by the Basic Documents and
            related documentation, pay the Trust's own liabilities and expenses
            only out of its own funds;

                  (vi)   observe all formalities required under the Business
            Trust Statute;

                  (vii)  enter into transactions with Affiliates or the Company
            only if each such transaction is intrinsically fair, commercially
            reasonable, and on the same terms as would be available in an arm's
            length transaction with a person or entity that is not an Affiliate;

                  (viii) not guarantee or become obligated for the debts of any
            other entity or person;

                  (ix)   not hold out the Trust's credit as being available to
            satisfy the obligation of any other person or entity;

                                      -17-
<PAGE>

                  (x)    not acquire the obligations or securities of the
            Trust's Affiliates or the Company;

                  (xi)   other than as contemplated by the Basic Documents and
            related documentation, not make loans to any other person or entity
            or buy or hold evidence of indebtedness issued by any other person
            or entity;

                  (xii)  other than as contemplated by the Basic Documents and
            related documentation, not pledge the Trust's assets for the benefit
            of any other person or entity;

                  (xiii) hold the Trust out as a separate entity and conduct any
            business only in its own name;

                  (xiv)  correct any known misunderstanding regarding the
            Trust's separate identity;

                  (xv)   not identify the Trust as a division of any other
            person or entity; and

                  (xvi)  maintain appropriate minutes or other records of
            appropriate actions and shall maintain its office separate from the
            office of the Company, the Depositor and the Master Servicer.

            So long as the Notes or any other amounts owed under the Indenture
remain outstanding, the Trust shall not amend this Section 4.1 without the prior
                                                   -----------
written consent of 100% of the Voting Interests of the Notes and the consent of
each Rating Agency, in addition to the requirements under Section 11.1.
                                                          ------------

            (d)   The Owner Trustee shall not have the power, except upon the
direction of the Owners [with the consent of the Securities Insurer or upon the
direction of the Securities Insurer], and, subject to Section 11.18 of the
                                                      -------------
Indenture, 100% of the Noteholders, and to the extent otherwise consistent with
the Basic Documents, to (i) remove or replace the Servicer, the Master Servicer
or the Indenture Trustee, (ii) institute proceedings to have the Trust declared
or adjudicated a bankrupt or insolvent, (iii) consent to the institution of
bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or
consent to a petition seeking reorganization or relief on behalf of the Trust
under any applicable federal or state law relating to bankruptcy, (v) consent to
the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
any similar official) of the Trust or a substantial portion of the property of
the Trust, (vi) make any assignment for the benefit of the Trust's creditors,
(vii) cause the Trust to admit in writing its inability to pay its debts
generally as they become due or (viii) take any action, or cause the Trust to
take any action, in furtherance of any of the foregoing (any of the above, a
"Bankruptcy Action"). So long as the Indenture and the Insurance Agreement
 -----------------
remain in effect [and no Securities Insurer Default exists,] no
Certificateholder shall have the power to take, and shall not take, any
Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take
any Bankruptcy Action with respect to the Trust.

                                      -18-
<PAGE>

            SECTION 4.2 Action by Owners with Respect to Certain Matters. The
                        ------------------------------------------------
Owner Trustee shall not have the power, except upon the direction of the Owners
[and with the consent of the Securities Insurer or upon the direction of the
Securities Insurer], to (a) remove the Administrator under the Administration
Agreement pursuant to Section 9 thereof, (b) appoint a successor Administrator
                      ---------
pursuant to Section 9 of the Administration Agreement, (c) remove the Master
            ---------
Servicer under the Master Servicing Agreement pursuant to Section 10.01 thereof
                                                          -------------
or (d) sell the Mortgage Assets 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 Owners [and, so long as no Securities
Insurer Default exists, only after obtaining the consent of the Securities
Insurer].

            SECTION 4.3 Action by Owners with Respect to Bankruptcy. The Owner
                        -------------------------------------------
Trustee shall not have the power to commence a voluntary Bankruptcy Action
relating to the Trust unless the conditions specified in Section 4.1(d) are
                                                         --------------
satisfied and the Trust is insolvent.

            SECTION 4.4 Restrictions on Owners' Power. The Owners shall not
                        -----------------------------
direct the Owner Trustee to take or refrain from taking any action if such
action or inaction would be contrary to any obligation of the Trust or the Owner
Trustee under this Agreement or any of the Basic Documents or would be contrary
to Section 2.3 nor shall the Owner Trustee be obligated to follow any such
   -----------
direction, if given.

            SECTION 4.5 Majority Control. Except as expressly provided herein,
                        ----------------
any action that may be taken by the Owners under this Agreement may be taken by
the Majority Residual Interestholders. Except as expressly provided herein, any
written notice of the Owners delivered pursuant to this Agreement shall be
effective if signed by the Majority Residual Interestholders at the time of the
delivery of such notice.

                                   ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

            SECTION 5.1 Establishment of Trust Account. The Owner Trustee shall
                        ------------------------------
cause the Master Servicer, for the benefit of the Owners[, the Securities
Insurer] and the Noteholders, to establish and maintain with the Indenture
Trustee for the benefit of the Owner Trustee one or more Eligible Accounts
which, so long as the Indenture Trustee holds such Trust Account on behalf of
the Owner Trustee, shall be entitled ["Certificate Distribution Account],
[________________________], as Indenture Trustee on behalf of the Owner Trustee,
the Owners[, the Securities Insurer] and the Noteholders, in trust for the
[________________] Owner Trust ____-__". Funds shall be deposited in the
Certificate Distribution Account as required by the Master Servicing Agreement.

            All of the right, title and interest of the Owner Trustee [and the
Paying Agent] in all funds on deposit from time to time in the Certificate
Distribution Account and in all proceeds thereof shall be held for the benefit
of the Owners and such other persons entitled to distributions therefrom. Except
as otherwise expressly provided herein or in the Master Servicing Agreement, the
Certificate Distribution Account shall be under the sole dominion and control of
the Owner

                                      -19-
<PAGE>

Trustee [or Paying Agent] for the benefit of the Owners[, the Securities
Insurer] and the Noteholders.

            In addition to the foregoing, the Certificate Distribution Account
is a Trust Account under the Master Servicing Agreement and constitutes part of
the Trust Estate pledged by the Trust to the Indenture Trustee under the
Indenture. The Certificate Distribution Account shall be subject to and
established and maintained in accordance with the applicable provisions of the
Master Servicing Agreement and the Indenture, including, without limitation, the
provisions of [Section 4.02(b) of] the Master Servicing Agreement regarding
               ---------------
distributions from the Certificate Distribution Account.

            The Company agrees to direct and shall have the sole authority to
direct the Owner Trustee or Indenture Trustee or their successor in interest, as
to the Permitted Investments in which the funds on deposit in the Trust Accounts
(as such term is defined in the Master Servicing Agreement) may be invested.

            SECTION 5.2 Application Of Trust Funds.
                        ---------------------------

            (a) On each Payment Date, the Owner Trustee or Indenture Trustee, on
behalf of the Owner Trustee, shall direct the [Paying Agent] to distribute to
the Master Servicer and the Residual Interestholders from amounts on deposit in
the Certificate Distribution Account the distributions as provided in
[Section 4.02(b) of] the Master Servicing Agreement with respect to such Payment
 ---------------
Date.

            (b) On each Payment Date, the Owner Trustee shall cause the [Paying
Agent] to send to each Residual Interestholder the statement provided to the
Owner Trustee by the Master Servicer pursuant to [Section 5.01 of] the Master
                                                  ------------
Servicing Agreement with respect to such Payment Date.

            (c) In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to an Owner, such tax shall reduce the amount
otherwise distributable to the Owner in accordance with this Section. The Owner
Trustee is hereby authorized and directed to retain from amounts otherwise
distributable to the Owners 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 an Owner
shall be treated as cash distributed to such Owner at the time it is withheld by
the Trust and remitted to the appropriate taxing authority. In the event of any
claimed overwithholding, Owners shall have no claim for recovery against the
Trust or other Owners. If the amount withheld was not withheld from actual
distributions, the Trust may, at its option, (i) require the Owner to reimburse
the Trust for such withholding (and each Owner agrees to reimburse the Trust
promptly following such request) or (ii) reduce any subsequent distributions by
the amount of such withholding. If the Owner Trustee determines that a
withholding tax is payable with respect to a distribution (such as a
distribution to an Owner (or any other beneficial owner of the Owner Trust) that
is not a U.S. Person and that has not established an applicable exemption from
withholding (such as an effective Form W-8 or Form 1001), the Owner Trustee
shall in its sole discretion withhold such

                                      -20-
<PAGE>

amounts as it determines are required to be withheld in accordance with this
paragraph (c). In the event that an Owner wishes to apply for a refund of any
such withholding tax, the Owner Trustee shall reasonably cooperate with such
owner in making such claim so long as such Owner agrees to reimburse the Owner
Trustee for any out-of-pocket expenses incurred.

            SECTION 5.3 Method of Payment. Subject to Section 3.10,
                        -----------------             ------------
distributions required to be made to Owners on any Payment Date shall be made to
each Owner of, record on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Owner 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
Owner at the address of such holder appearing in the Certificate Register.

            SECTION 5.4 Segregation of Moneys; No Interest. Subject to
                        ----------------------------------
Sections 4.1, 5.1 and 5.2, moneys received by the Owner Trustee hereunder and
-------------------------
deposited into the Certificate Distribution Account will be segregated except to
the extent required otherwise by law or the Master Servicing Agreement and shall
be invested in Permitted Investments at the direction of the Company. The Owner
Trustee shall not be liable for payment of any interest in respect of such
moneys.

            SECTION 5.5 Accounting and Reports to the Certificateholder, Owners,
                        --------------------------------------------------------
the Internal Revenue Service and Others. The Owner Trustee shall deliver to each
---------------------------------------
Owner [and the Securities Insurer], as may be required by the Code and
applicable Treasury Regulations, or as may be requested by such Owner [and the
Securities Insurer], such information, reports or statements as may be necessary
to enable each Owner to prepare its federal and state income tax returns.
Consistent with the Trust's characterization for tax purposes as a security
arrangement for the issuance of non-recourse debt so long as the Company or any
other Person is the sole Owner, no federal income tax return shall be filed on
behalf of the Trust unless either (i) the Owner Trustee [and the Securities
Insurer] shall receive an Opinion of Counsel that, based on a change in
applicable law occurring after the date hereof, or as a result of a transfer by
the Company permitted by Section 3.4, the Code requires such a filing or (ii)
                         -----------
the Internal Revenue Service shall determine that the Trust is required to file
such a return. In the event that there shall be two or more beneficial owners of
the Trust, the Owner Trustee shall inform the Indenture Trustee [and the
Securities Insurer] in writing of such event, (x) the Owner Trustee shall
prepare or shall cause to be prepared federal and, if applicable, state or local
partnership tax returns required to be filed by the Trust and shall remit such
returns to the Company (or if the Company no longer owns any Residual Interest
Certificates, the Owner designated for such purpose by the Company to the Owner
Trustee in writing) at least (5) days before such returns are due to be filed,
and (y) capital accounts shall be maintained for each Owner (or beneficial
owner) in accordance with the Treasury Regulations under Section 704(b) of the
Code reflecting each such Owner's (or beneficial owner's) share of the income,
gains, deductions, and losses of the Trust and/or guaranteed payments made by
the Trust and contributions to, and distributions from, the Trust. The Company
(or such designee Owner, as applicable) shall promptly sign such returns and
deliver such returns after signature to the Owner Trustee and such returns shall
be filed by the Owner Trustee with the appropriate tax authorities. In the event
that a "tax matters partner" (within the meaning of Code Section 6231(a)(7)) is
required to be appointed with respect to the Trust, the Company is hereby
designated as tax matters partner or, if the Company

                                      -21-
<PAGE>

is not an Owner, the Owner selected by a majority of the Owners (by Percentage
Interest) shall be designated as tax matters partner. In no event shall the
Owner Trustee or the Company (or such designee Owner, as applicable) be liable
for any liabilities, costs or expenses of the Trust or the Noteholders arising
out of the application of any tax law, including federal, state, foreign or
local income or excise taxes or any other tax imposed on or measured by income
(or any interest, penalty or addition with respect thereto or arising from a
failure to comply therewith) except for any such liability, cost or expense
attributable to any act or omission by the Owner Trustee or the Company (or such
designee Owner, as applicable), as the case may be, in breach of its obligations
under this Agreement.

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

            SECTION 6.1 General Authority. The Owner Trustee is authorized and
                        -----------------
directed to execute and deliver or cause to be executed and delivered the Notes,
the Residual Interest Certificates and 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 in Article III, in each
                                                            -----------
case, in such form as the Company shall approve, as evidenced conclusively by
the Owner Trustee's execution thereof, and, on behalf of the Trust, to direct
the Indenture Trustee to authenticate and deliver the Notes in the aggregate
principal amount of $XX,XXX,XXX. 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.

            SECTION 6.2 General Duties. It shall be the duty of the Owner
                        --------------
Trustee:

            (a) to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the Basic Documents
to which the Trust is a party and to administer the Trust in the interest of the
Owners, subject to the Basic Documents and in accordance with the provisions of
this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed
to have discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator or the Indenture Trustee has agreed in
the Administration Agreement or this Agreement, respectively, to perform any act
or to discharge any duty 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 or the Indenture Trustee to carry out
its obligations under the Administration Agreement or this Agreement,
respectively; and

            (b) to obtain and preserve, the Issuer's qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of the Indenture, the
Notes, the Collateral and each other instrument and agreement included in the
Trust Estate.

                                      -22-
<PAGE>

            SECTION 6.3 Action upon Instruction.
                        -----------------------

            (a) Subject to the terms of this Agreement and in accordance with
the terms of the Basic Documents, the Owners may by written instruction direct
the Owner Trustee in the management of the Trust but only to the extent
consistent with the limited purpose of the Trust. Such direction may be
exercised at any time by written instruction of the Owners pursuant to
Article IV.
----------

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

            (c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or under any Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Owners [and the Securities Insurer] requesting instruction from the Owners [and
the Securities Insurer] 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 Securities Insurer, or with the prior consent of the
Securities Insurer, the Owners received], the Owner Trustee shall not be liable
on account of such action to any Person. [Upon the occurrence of a Securities
Insurer Default no consent, approval or direction of the Securities Insurer
shall be required.] If the Owner Trustee shall not have received appropriate
instruction within 10 days of such notice (or within such shorter period of time
as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement or the Basic Documents,
as it shall deem to be in the best interests of the Owners, and shall have no
liability to any Person for such action or inaction.

            (d) In the event that the Owner Trustee is unsure as to the
application of any provision of this Agreement or any Basic Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to [the Securities
Insurer and] the Owners requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received [from the Securities Insurer, or with the prior consent of
the Securities Insurer,] from the Owners, the Owner Trustee shall not be liable,
on account of such action or inaction, to any Person. If the Owner Trustee shall
not have received appropriate instruction within 10 days of such notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action, not inconsistent with this
Agreement or the Basic Documents, as it shall deem to be in the best interests
of the Owners, and shall have no liability to any Person for such action or
inaction.

                                      -23-
<PAGE>

            (e) [Notwithstanding anything in this Agreement to the contrary,
upon the occurrence of a Securities Insurer Default no consent, approval or
direction of the Securities Insurer shall be required for any action otherwise
permitted hereunder.]

            SECTION 6.4 No Duties Except as Specified in this Agreement, the
                        ----------------------------------------------------
Basic 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 Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee is a party, except as expressly
provided by the terms of this Agreement, any Basic Document or in any document
or written instruction received by the Owner Trustee pursuant to Section 6.3;
                                                                 -----------
and no implied duties or obligations shall be read into this Agreement or any
Basic Document against the Owner Trustee. The Owner Trustee shall have no
responsibility 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
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 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 Trust Estate.

            SECTION 6.5 No Action Except Under Specified Documents or
                        ---------------------------------------------
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of
------------
or otherwise deal with any part of the Trust Estate except (i) in accordance
with the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (ii) in accordance with the Basic Documents and
(iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 6.3.
                    -----------

            SECTION 6.6 Restrictions. The Owner Trustee shall not take any
                        ------------
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee, would
-----------
result in the Trust's becoming taxable as a corporation for Federal income tax
purposes. The Owners shall not direct the Owner Trustee to take action that
would violate the provisions of this Section.

                                  ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

            SECTION 7.1 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 Agreement and the
Basic Documents. The Owner Trustee also agrees to disburse all moneys actually
received by it constituting part of the Trust Estate upon the terms of the Basic
Documents and this Agreement. The Owner Trustee shall not be answerable or
accountable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct or gross negligence or (ii) in the
case of the inaccuracy of any representation or warranty contained in
Section 7.3 expressly made by the Owner Trustee. In
-----------

                                      -24-
<PAGE>

particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

            (a) the Owner Trustee shall not be liable for any error of judgment
made by a responsible officer of the Owner Trustee;

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

            (c) no provision of this 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 or powers hereunder
or under any Basic Document if the Owner Trustee shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured or provided to it;

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

            (e) the Owner Trustee shall not be responsible for or in respect of
the validity or sufficiency of this Agreement or for the due execution hereof by
the Depositor or the Company or for the form, character, genuineness,
sufficiency, value or validity of any of the Trust Estate or for or in respect
of the validity or sufficiency of the Basic Documents, other than the
certificate of authentication on the Residual Interest Certificates, and the
Owner Trustee shall in no event assume or incur any liability, duty, or
obligation to any Noteholder or to any Owner, other than as expressly provided
for herein and in the Basic Documents;

            (f) the Owner Trustee shall not be liable for the default or
misconduct of the Administrator, the Depositor, the Company, the Indenture
Trustee, the Master Servicer 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 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 Master Servicer
under the Master Servicing Agreement or the Servicer under the Servicing
Agreement; and

            (g) the Owner Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Agreement, or to institute, conduct
or defend any litigation under this Agreement or otherwise or in relation to
this Agreement or any Basic Document, at the request, order or direction of any
of the Owners, unless such Owners have offered to the Owner Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred by the Owner Trustee therein or thereby. The right of the Owner
Trustee to perform any discretionary act enumerated in this Agreement or in any
Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its gross negligence or willful misconduct in the
performance of any such act provided, that the Owner Trustee shall be liable for
its negligence or willful misconduct in the event that it assumes the duties and
obligations of the Indenture Trustee under the Master Servicing Agreement
pursuant to Section 10.5.
            ------------
                                      -25-
<PAGE>

            SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish
                        -----------------------
(a) to the Owners [and the Securities Insurer] promptly upon receipt of a
written request therefor, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Basic Documents and (b) to Noteholders
promptly upon written request therefor, copies of the Master Servicing
Agreement, the Administration Agreement and the Owner Trust Agreement.

            SECTION 7.3 Representations and Warranties.
                        -------------------------------

            (a)   [The Owner Trustee hereby represents and warrants to the
Depositor[, the Securities Insurer] and the Company, for the benefit of the
Owners, that:

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

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

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

            (b)   [The Paying Agent hereby represents and warrants to the
Depositor[, the Securities Insurer] and the Company that:

                  (i)    It is a [national banking association] duly organized
            and validly existing in good standing under the laws of [the United
            States]. It has all requisite power and authority to execute,
            deliver and perform its obligations under this Agreement.

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

                  (iii)  Neither the execution nor the delivery by it of this
            Agreement nor the consummation by it of the transactions
            contemplated hereby nor compliance by it with any of the terms or
            provisions hereof will contravene any Federal or State law,
            governmental rule or regulation governing the banking or trust
            powers

                                      -26-
<PAGE>

            of the Paying Agent or any judgment or order binding on it, or
            constitute any default under its charter documents or by-laws or
            any indenture, mortgage, contract, agreement or instrument to which
            it is a party or by which any of its properties may be bound.]

            SECTION 7.4 Reliance; Advice of Counsel.
                        ----------------------------

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

            (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall 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 opinion or advice of any such counsel,
accountants or other such persons and not contrary to this Agreement or any
Basic Document.

            SECTION 7.5 Not Acting in Individual Capacity. Except as provided in
                        ---------------------------------
this Agreement, 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 Agreement or any Basic Document shall look
only to the Trust Estate for payment or satisfaction thereof.

            SECTION 7.6 Owner Trustee Not Liable for Residual Interest
                        ----------------------------------------------
Certificates or Mortgage Assets. The recitals contained herein and in the
-------------------------------
Residual Interest Certificates (other than the signature and countersignature of
the Owner Trustee on the Residual Interest Certificates) shall be taken as the
statements of the Depositor and the Company, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, of any
Basic Document or of the Residual Interest Certificates (other than the
signature and countersignature of the Owner Trustee on the Residual Interest
Certificates and as specified in Section 7.3) or the Notes, or of any Mortgage
                                 -----------
Assets or related documents. The Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage Asset, or the perfection and priority of any
security interest created by any Mortgage

                                      -27-
<PAGE>

Asset or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Trust Estate or its ability to generate the
payments to be distributed to Owners under this Agreement or the Noteholders
under the Indenture, including, without limitation: the existence, condition and
ownership of any Mortgaged Property; the existence and enforceability of any
insurance thereon; the existence and contents of any Mortgage Asset on any
computer or other record thereof, the validity of the assignment of the Mortgage
Assets to the Trust or of any intervening assignment; the completeness of any
Mortgage Asset; the performance or enforcement of any Mortgage Asset; the
compliance by the Depositor, the Company, the Master Servicer or the Servicer
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 Indenture Trustee, the Master Servicer or the
Servicer or any subservicer taken in the name of the Owner Trustee.

            SECTION 7.7 Owner Trustee May Own Residual Interest Certificates and
                        --------------------------------------------------------
Notes. The Owner Trustee in its individual or any other capacity may become the
-----
owner or pledgee of Residual Interest Certificates or Notes and may deal with
the Depositor, the Company, the Administrator, the Indenture Trustee and the
Master Servicer in banking transactions with the same rights as it would have if
it were not Owner Trustee.

            SECTION 7.8 Licenses. The Owner Trustee shall cause the Trust to use
                        --------
its best efforts to obtain and maintain the effectiveness of any licenses
required in connection with this Agreement and the Basic Documents and the
transactions contemplated hereby and thereby until such time as the Trust shall
terminate in accordance with the terms hereof.

                                  ARTICLE VIII

               COMPENSATION OF OWNER TRUSTEE [AND PAYING AGENT]

            SECTION 8.1 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 between the Company and the Owner Trustee, and the
Owner Trustee shall be entitled to be reimbursed by the Company for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder. [The Paying Agent shall receive as compensation
for its services hereunder such fees, if any, as have been separately agreed
upon before the date hereof between the Company and the Paying Agent.]

            SECTION 8.2 Indemnification. The Company shall be liable as primary
                        ---------------
obligor, and the Master Servicer as secondary obligor pursuant to the
Administration Agreement, for, and shall indemnify the Owner Trustee[, the
Paying Agent] and [its/their] 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 Agreement, the Basic Documents, the Trust Estate, the
administration of the Trust

                                      -28-
<PAGE>

Estate or the action or inaction of the Owner Trustee [or the Paying Agent]
hereunder. The indemnities contained in this Section shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement. In any event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section, the Owner Trustee's [or Paying Agent's]
choice of legal counsel shall be subject to the approval of the Company, which
approval shall not be unreasonably withheld.

            SECTION 8.3 Payments to the Owner Trustee [and Paying Agent]. Any
                        ------------------------------------------------
amounts paid to the Owner Trustee [and/or Paying Agent] pursuant to this Article
                                                                         -------
VIII shall be deemed not to be a part of the Trust Estate immediately after such
----
payment.

                                   ARTICLE IX

                      TERMINATION OF OWNER TRUST AGREEMENT

            SECTION 9.1 Termination of Owner Trust Agreement.
                        -------------------------------------

            (a) This Agreement (other than Article VIII) and the Trust shall
                                           ------------
terminate and be of no further force or effect on the earlier of: (i) the
satisfaction and discharge of the Indenture pursuant to Section 4.01 of the
                                                        ------------
Indenture and the termination of the Master Servicing Agreement and the
Insurance Agreement; and (ii) the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy (the late ambassador of
the United States to the Court of St. James's) alive on the date hereof. The
bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not
(x) operate to terminate this Agreement or the Trust, nor (y) entitle such
Owner'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 Trust Estate nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.

            (b) The Residual Interest Certificates shall be subject to an early
redemption or termination at the option of the Majority Residual
Interestholders[, the Securities Insurer] or the Servicer in the manner and
subject to the provisions of [Section 9.02 of] the Master Servicing Agreement.
                              ------------

            (c) Except as provided in Sections 9.1(a) and (b) above, none of the
                                      -----------------------
Depositor, the Company[, the Securities Insurer] nor any Owner shall be entitled
to revoke or terminate the Trust.

            (d) Notice of any termination of the Trust, specifying the Payment
Date upon which the Certificateholders shall surrender their Residual Interest
Certificates to the [Paying Agent] for payment of the final distributions and
cancellation, shall be given by the Owner Trustee to the Certificateholders[,
the Securities Insurer] and the Rating Agencies mailed within five Business Days
of receipt by the Owner Trustee of notice of such termination pursuant to
Section 9.1(a) or (b) above, which notice given by the Owner Trustee shall state
--------------    ---
(i) the Payment Date upon or with respect to which final payment of the Residual
Interest Certificates shall be made upon presentation and surrender of the
Residual Interest Certificates at the office of the [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

                                      -29-
<PAGE>

only upon presentation and surrender of the Residual Interest Certificates at
the office of the [Paying Agent] therein specified. The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee) [and
the Paying Agent] at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Residual Interest Certificates, the [Paying
Agent] shall cause to be distributed to Certificateholders amounts distributable
on such Payment Date pursuant to [Section 4.02 of] the Master Servicing
                                  ------------
Agreement.

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

            (e) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be canceled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3820 of the Business Trust Statute.

                                   ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

            SECTION 10.1 Eligibility Requirements for Owner Trustee. The Owner
                         ------------------------------------------
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Business Trust Statute; authorized to exercise corporate powers
having a combined capital and surplus of at least $[50,000,000] and subject to
supervision or examination by Federal or state authorities; having (or having a
parent which has) a long-term rating of at least "A" by S&P and Moody's [and
being acceptable to the Securities Insurer]. If such corporation shall publish
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.2.
             ------------

            SECTION 10.2 Resignation or Removal of Owner Trustee. The Owner
                         ---------------------------------------
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator[, the Securities Insurer]
and the Indenture Trustee. Upon receiving such notice of resignation, the
Administrator shall promptly appoint a successor Owner Trustee [(acceptable to
the Securities Insurer)] by written instrument, in duplicate, one

                                      -30-
<PAGE>

copy of which instrument shall be delivered to the resigning Owner Trustee and
one copy 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 [or the
Securities Insurer] may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

            If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
                                  ------------
written request therefor by the Administrator [or the Securities Insurer], 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 Securities Insurer, or]
the Administrator [with the consent of the Securities Insurer,] may remove the
Owner Trustee. If [the Securities Insurer or] the Administrator shall remove the
Owner Trustee under the authority of the immediately preceding sentence, [the
Securities Insurer, or] the Administrator [with the prior consent of the
Securities Insurer,] 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 payment of 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 10.3[, Securities Insurer provides written approval
                    -------------
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 [and the Securities Insurer].

            SECTION 10.3 Successor Owner Trustee. Any successor Owner Trustee
                         -----------------------
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
                      ------------
Administrator[, the Securities Insurer] and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective
and such successor Owner Trustee [(if acceptable to the Securities Insurer)],
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties, and obligations of its predecessor under this
Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and expenses deliver to
the successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the 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 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.1.
                              ------------

            Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section, the Administrator shall mail notice of the successor of such
Owner Trustee to all

                                      -31-
<PAGE>

Owners, the Indenture Trustee, the Noteholders[, the Securities Insurer] and the
Rating Agencies. If the Administrator fails to mail such notice within 10 days
after acceptance of appointment by the successor Owner Trustee, the successor
Owner Trustee shall cause such notice to be mailed at the expense of the
Administrator.

            SECTION 10.4 Merger or Consolidation of Owner Trustee. Any
                         ----------------------------------------
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, provided such corporation shall be eligible pursuant to Section 10.1,
           --------                                                ------------
without the execution or filing of any instrument or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding;
provided further that the Owner Trustee shall mail notice of such merger or
-------- -------
consolidation to [the Securities Insurer and] the Rating Agencies.

            SECTION 10.5 Appointment of Co-Owner Trustee or Separate Owner
                         -------------------------------------------------
Trustee. Notwithstanding any other provisions of this Agreement, at any time,
-------
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Estate or any Mortgaged Property may at the time be
located, and for the purpose of performing certain duties and obligations of the
Owner Trustee with respect to the Trust and the Residual Interest Certificates
under the Master Servicing Agreement, 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 Owner Trustee [and
acceptable to the Securities Insurer] to act as co-owner trustee, jointly with
the Owner Trustee, or separate trustee or separate trustees, of all or any part
of the 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[, the Securities Insurer] and the Owner Trustee may consider
necessary or desirable. If the Administrator shall not have joined in such
appointment within 25 days after the receipt by it of a request so to do, the
Owner Trustee [(with the consent of the Securities Insurer)] shall have the
power to make such appointment. No co-owner trustee or separate owner trustee
under this Agreement shall be required to meet the terms of eligibility as a
successor trustee pursuant to Section 10.1 and no notice of the appointment of
any co-trustee or separate owner trustee shall be required pursuant to Section
10.3 [except that notice to, and the written consent of, the Securities Insurer
shall be required for the appointment of a co-trustee].

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

                  (i) all rights, powers, duties and obligations conferred or
            imposed upon the Owner Trustee shall be conferred upon and exercised
            or performed by the Owner Trustee and such separate owner trustee or
            co-owner trustee jointly (it being understood that such separate
            owner trustee or co-owner trustee is not authorized to act
            separately without the Owner Trustee joining in such act), except to
            the extent that under any law of any jurisdiction in which any
            particular act or acts are to be performed, the Owner Trustee shall
            be incompetent or unqualified to perform such act or acts, in which
            event such rights, powers, duties, and obligations (including the
            holding of title to the Trust or any portion thereof

                                      -32-
<PAGE>

            in any such jurisdiction) shall be exercised and performed singly
            by such separate owner trustee or co-owner trustee, but solely at
            the direction of the Owner Trustee; [provided that Paying Agent, in
                                                 --------
            performing its duties and obligations under the Master Servicing
            Agreement, may act separately in its capacity as Indenture Trustee
            without the Owner Trustee joining in such Acts;]

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

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

            Any notice, request or other writing given to the Owner Trustee
shall be deemed to have been given to the separate owner trustees and co-owner
trustees, as if given to each of them. Every instrument appointing any separate
owner trustee or co-owner trustee, other than this Agreement, shall refer to
this Agreement and to the conditions of this Article. Each separate owner
trustee and co-owner trustee, upon its acceptance of appointment, shall be
vested with the estates specified in its instrument of appointment, either
jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Owner Trustee. Each such instrument shall be
filed with the Owner Trustee and a copy thereof given to the Administrator.

            Any separate owner trustee or co-owner 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 Agreement on its behalf and in its name. If any separate owner
trustee or co-owner trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Owner Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.

            [The Indenture Trustee, in its capacity as Paying Agent, shall not
have any rights, duties or obligations except as expressly provided in this
Agreement and the Master Servicing Agreement.]

                                   ARTICLE XI

                                  MISCELLANEOUS

            SECTION 11.1 Supplements and Amendments. This Agreement may be
                         --------------------------
amended by the Depositor, the Company and the Owner Trustee[, with the prior
consent of the Securities Insurer] and with prior written notice to the Rating
Agencies, but without the consent of any of the Noteholders or the Owners or the
Indenture Trustee, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement

                                      -33-
<PAGE>

or of modifying in any manner the rights of the Noteholders or the Owners
provided, however, that such action shall not adversely affect in any material
--------  -------
respect the interests of any Noteholder or Owner[, or, without its consent, the
Paying Agent]. An amendment described above shall be deemed not to adversely
affect in any material respect the interests of any Noteholder or Owner if (i)
an opinion of counsel is obtained to such effect, and (ii) the party requesting
the amendment satisfies the Rating Agency Condition with respect to such
amendment.

            This Agreement may also be amended from time to time by the
Depositor, the Company and the Owner Trustee, with the prior written consent of
the Rating Agencies[, the Securities Insurer] and with the prior written consent
of the Indenture Trustee, the Holders (as defined in the Indenture) of Notes
evidencing more than 50% of the Outstanding Amount of the Notes and the Majority
Residual Interestholders, [and if affected thereby, the Paying Agent,] for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Noteholders or the Owners; provided, however, that no such amendment shall
                               --------  -------
(a) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on the Mortgage Assets or distributions that
shall be required to be made for the benefit of the Noteholders or the
Certificateholders or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes or the Percentage Interests required to consent to any such
amendment, in either case of clause (a) or (b) without the consent of the
holders of all the outstanding Notes, and in the case of clause (b) without the
consent of the holders of all the outstanding Residual Interest Certificates.

            Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee[, the
Securities Insurer] and each of the Rating Agencies.

            It shall not be necessary for the consent of Owners, the Noteholders
or the Indenture Trustee pursuant to this Section to approve the particular form
of any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents (and
any other consents of Owners provided for in this 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.

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

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

            SECTION 11.2 No Legal Title to Trust Estate in Owners. The Owners
                         ----------------------------------------
shall not have legal title to any part of the Trust Estate. The Owners shall be
entitled to receive distributions with respect to their undivided ownership
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

                                      -34-
<PAGE>

the Owners to and in their ownership interest in the Trust Estate shall operate
to terminate this Agreement or the trusts hereunder or entitle any transferee to
an accounting or to the transfer to it of legal title to any part of the Trust
Estate.

            SECTION 11.3 Limitations on Rights of Others. The provisions of this
                         -------------------------------
Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Company, the Owners, the Administrator[, the Paying Agent][, the Securities
Insurer] and, to the extent expressly provided herein, the Indenture Trustee and
the Noteholders, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Trust Estate or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.

            SECTION 11.4 Notices. (a) Unless otherwise expressly specified or
                         -------
permitted by the terms hereof, all notices shall be in writing, mailed by
certified mail, postage prepaid, return receipt requested, and shall be deemed
given upon actual receipt by the intended recipient, at the following addresses:
(i) if to the Owner Trustee, its [Corporate Trust Office]; (ii) if to the
Depositor, Southpoint Residential Mortgage Securities Corporation, Fifty Front
Street, Memphis, Tennessee 38103, Attention: Robert M. Fockler; (iii) if to the
Company, [________________________________________________________], Attention:
[___________________]; (iv) if to the Indenture Trustee [or the Paying Agent],
[____________________________________________________________________________],
Attention: [___________________]; [(v) if to the Securities Insurer, [[       ],
Attention: [        ] Re: [____________________] Owner Trust ____-__ telephone:
(   ) [  ]-[    ], confirmation [_________]]]; or, as to each such 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 an Owner shall
be given by first-class mail, postage prepaid, at the address of such Owner as
shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Owner receives such notice.

            SECTION 11.5 Severability. Any provision of this Agreement that is
                         ------------
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            SECTION 11.6 Separate Counterparts. This Agreement may be executed
                         ---------------------
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

            SECTION 11.7 Successors and Assigns. All covenants and agreements
                         ----------------------
contained herein shall be binding upon, and inure to the benefit of, the
Depositor, the Company[, the Securities Insurer], the Owner Trustee and its
successors and each owner and its successors and permitted assigns, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by an Owner shall bind the successors and assigns of such
Owner.

                                      -35-
<PAGE>

            SECTION 11.8 No Petition. The Owner Trustee, by entering into this
                         -----------
Agreement, each Owner, by accepting a Residual Interest Certificate, the
Depositor, the Company and the Indenture Trustee and each Noteholder by
accepting the benefits of this Agreement, hereby covenant and agree that they
will not at any time institute against the Company, the Depositor or the Trust,
as the case may be, or join in any institution against the Company or the Trust
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or law in connection with any obligations relating to the Residual
Interest Certificates, the Notes, this Agreement or any of the Basic Documents.

            SECTION 11.9 No Recourse. Each Owner by accepting a Residual
                         -----------
Interest Certificate acknowledges that such Residual Interest Certificate
represents a beneficial interest in the Trust only and does not represent an
interest in or an obligation of the Company, the Master Servicer, the Depositor,
the Administrator, the Owner Trustee[, the Indenture Trustee, the Securities
Insurer] or any Affiliate thereof and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated in
this Agreement, the Residual Interest Certificates or the Basic Documents.

            SECTION 11.10 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 11.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
                          -------------
ACCORDANCE WITH THE LAWS OF THE STATE OF [____________], 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 11.12 Residual Interest Transfer Restrictions. The Residual
                          ---------------------------------------
Interest may not be acquired by or for the account of a Benefit Plan Investor.
By accepting and holding a Residual Interest Certificate, the Owner thereof
shall be deemed to have represented and warranted that it is not a Benefit Plan
Investor.

            SECTION 11.13 [Third-Party Beneficiary. The parties hereto
                           -----------------------
acknowledge that the Securities Insurer is an express third party beneficiary
hereof entitled to enforce any rights reserved to it hereunder as if it were
actually a party hereto.]

                           [SIGNATURE PAGE FOLLOWS]


                                      -36-
<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused to be
executed in its name and on its behalf by a duly authorized officer, as of the
day and year first above written, this OWNER TRUST AGREEMENT.


                                    SOUTHPOINT RESIDENTIAL MORTGAGE
                                    SECURITIES CORPORATION, as Depositor



                                    By:_______________________________________
                                    Name: [____________]
                                    Title: [____________]


                                    [_______________________________], as
                                    Transferor



                                    By:_______________________________________
                                    Name: [____________]
                                    Title: [____________]


                                    [____________] OWNER TRUST ____-__, as
                                    Issuer

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



                                    By:_______________________________________
                                    Name:
                                    Title:


                                    [[____________________________],
                                    not in its individual capacity but solely
                                    as Paying Agent



                                    By:_______________________________________
                                    Name:
                                    Title:]
<PAGE>

                                    EXHIBIT A
                          TO THE OWNER TRUST AGREEMENT

                      FORM OF RESIDUAL INTEREST CERTIFICATE

THE RESIDUAL INTEREST IN THE TRUST REPRESENTED BY THIS RESIDUAL INTEREST
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THIS RESIDUAL
INTEREST CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE
DISPOSED OF BY THE HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1),
(2), (3) OR (7) OF RULE 501 UNDER THE ACT (INCLUDING, BUT NOT LIMITED TO,
[___________________]) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS
RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS.

EXCEPT AS PROVIDED IN SECTION 3.10(B) OF THE OWNER TRUST AGREEMENT, NO TRANSFER
OF THIS RESIDUAL INTEREST CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE
MADE UNLESS THE OWNER TRUSTEE HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO
THE EFFECT THAT SUCH TRANSFEREE (I) IS NOT (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN
THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, (B) A "PLAN" WITHIN THE MEANING OF SECTION 4975(E)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH,
A "BENEFIT PLAN INVESTOR"), AND (II) IS NOT DIRECTLY OR INDIRECTLY PURCHASING
SUCH RESIDUAL INTEREST CERTIFICATE ON BEHALF OF, AS INVESTMENT MANAGER OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH THE ASSETS OF A BENEFIT PLAN
INVESTOR.

                                      A-1
<PAGE>

                   [_________________] OWNER TRUST ____-__

                          RESIDUAL INTEREST CERTIFICATE
No.

            THIS CERTIFIES THAT _______________________________ (the "Owner") is
                                                                      -----
the registered owner of a ____% residual interest in [____________] Owner Trust
____-_ (the "Trust") existing under the laws of the State of Delaware and
             -----
created pursuant to the Owner Trust Agreement, dated as of _____ 1, ____ (the
"Owner Trust Agreement") between Southpoint Residential Mortgage Securities
 ---------------------
Corporation, as Depositor, [____________], as the Company, [____________], not
in its individual capacity but solely in its fiduciary capacity as owner trustee
under the Owner Trust Agreement (the "Owner Trustee") [and [____________], as
                                      -------------
Paying Agent (the "Paying Agent")]. Initially capitalized terms used but not
                   ------------
defined herein have the meanings assigned to them in the Owner Trust Agreement.
The Owner Trustee, on behalf of the Issuer and not in its individual capacity,
has executed this Residual Interest Certificate by one of its duly authorized
signatories as set forth below. This Residual Interest Certificate is one of the
Residual Interest Certificates referred to in the Owner Trust Agreement and is
issued under and is subject to the terms, provisions and conditions of the Owner
Trust Agreement to which the holder of this Residual Interest Certificate by
virtue of the acceptance hereof agrees and by which the holder hereof is bound.
Reference is hereby made to the Owner Trust Agreement and the Master Servicing
Agreement for the rights of the holder of this Residual Interest Certificate, as
well as for the terms and conditions of the Trust created by the Owner Trust
Agreement.

            The holder, by its acceptance hereof, agrees not to transfer this
Residual Interest Certificate except in accordance with terms and provisions of
the Owner Trust Agreement.

            THIS RESIDUAL INTEREST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF [____________], 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.

                           [SIGNATURE PAGE FOLLOWS]

                                      A-2
<PAGE>

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

                                  [____________] OWNER TRUST ____-_

                                  By:   [____________], not in its individual
                                        capacity but solely as Owner Trustee
                                        under the Owner Trust Agreement

                                  By:   _______________________________________
                                               Authorized Signatory

DATED:  __________ __, ____

                          CERTIFICATE OF AUTHENTICATION

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

                                  By:   [____________], not in its individual
                                        capacity but solely as Owner Trustee
                                        under the Owner Trust Agreement, as
                                        Authenticating Agent

                                  By:   _______________________________________
                                               Authorized Signatory

                                      A-3
<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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

_______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

____________________________________________________________________ Attorney to
transfer said Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.


Dated:  _______________

                                         ____________________________________*/
                                               Signature Guaranteed:


                                         ____________________________________*/


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

                                      A-4
<PAGE>

                                    EXHIBIT B
                          TO THE OWNER TRUST AGREEMENT

                             CERTIFICATE OF TRUST OF
                       [____________] OWNER TRUST ____-__


            THIS Certificate of Trust of [____________] Owner Trust ____-_ (the
"Trust"), dated ____ __, ____, is being duly executed and filed by
 -----
[____________], a [____________] [banking] corporation, as trustee, [and
[____________], as paying agent], to form a business trust under the Delaware
Business Trust Act (12 Del. Code, (S)3801 et seq.).
                       ---------
            1. Name. The name of the business trust formed hereby is
               ----
[____________] Owner Trust ____-__.

            2. Trustee. The name and business address of the trustee of the
               -------
Trust, in the State of [____________] is [____________], [____________________],
Attention: [Corporate Trust Administration].

                                     *  *  *

B-1
<PAGE>

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


                                       [_____________________________],
                                       not in its individual capacity but
                                       solely as owner trustee under an Owner
                                       Trust Agreement dated as of _______ 1,
                                       ____



                                       By:____________________________________
                                          Name:
                                          Title:


                                      B-2