EXHIBIT 4.2(a)









    [GREENWICH CAPITAL ACCEPTANCE, INC.] [FINANCIAL ASSET SECURITIES CORP.]
                                   Depositor

                                      and

                            [_____________________]
                                    Trustee


                        -------------------------------

                                TRUST AGREEMENT

                         Dated as of ________ 1, 200_

                        -------------------------------

                        Resecuritization Mortgage Trust
                                 Series 200_-_



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                               Table of Contents
                                                                         Page
                                                                         ----

                                   ARTICLE I
                                  DEFINITIONS

    Section 1.01.  Defined Terms.............................................2

                                  ARTICLE II
  CONVEYANCE OF THE UNDERLYING SECURITIES; ORIGINAL ISSUANCE OF
                                 CERTIFICATES

    Section 2.01.  Conveyance of the Underlying Securities..................10
    Section 2.02.  Acceptance by Trustee....................................11
    Section 2.03.  Representations and Warranties of the Depositor..........12
    Section 2.04.  Issuance of Certificates.................................13
    Section 2.05.  Miscellaneous REMIC Provisions...........................13
    Section 2.06.  Presentation for Transfer................................14

                                  ARTICLE III
           ADMINISTRATION OF THE TRUST FUND; PAYMENTS AND REPORTS TO
                              CERTIFICATEHOLDERS

    Section 3.01.  Administration of the Trust Fund.........................15
    Section 3.02.  Certificate Account......................................16
    Section 3.03.  Permitted Withdrawals from the Certificate Account.......17
    Section 3.04.  Distributions............................................17
    Section 3.05.  Statements to Certificateholders.........................20
    Section 3.06.  Reports of the Trustee; Certificate Account..............21
    Section 3.07.  Access to Certain Documentation and Information..........21

                                  ARTICLE IV
                               THE CERTIFICATES

    Section 4.01.  The Certificates.........................................22
    Section 4.02.  Book-Entry Certificates..................................22
    Section 4.03.  Registration of Transfer and Exchange of Certificates....23
    Section 4.04.  Mutilated, Destroyed, Lost or Stolen Certificates........27
    Section 4.05.  Persons Deemed Owners....................................28
    Section 4.06.  Maintenance of Office or Agency..........................28


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Section                                                                  Page
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                                   ARTICLE V
                                  THE TRUSTEE

    Section 5.01.  Duties of Trustee........................................29
    Section 5.02.  Certain Matters Affecting the Trustee....................30
    Section 5.03.  Trustee Not Liable for Certificates......................31
    Section 5.04.  Trustee May Own Certificates.............................31
    Section 5.05.  Indemnification of the Trustee...........................31
    Section 5.06.  Eligibility Requirements for the Trustee.................32
    Section 5.07.  Resignation and Removal of the Trustee...................32
    Section 5.08.  Successor Trustee........................................33
    Section 5.09.  Merger or Consolidation of Trustee.......................33
    Section 5.10.  Appointment of Co-Trustee or Separate Trustee. ..........33
    Section 5.11.  Trustee's Fees and Expenses..............................34
    Section 5.12.  Limitation of Liability..................................35

                                  ARTICLE VI
                                 THE DEPOSITOR

    Section 6.01.  Liability of the Depositor...............................36
    Section 6.02.  Merger, Consolidation or Conversion of the Depositor.....36
    Section 6.03.  Limitation on Liability of the Depositor and Others......36

                                  ARTICLE VII
                                  TERMINATION

    Section 7.01.  Termination..............................................38
    Section 7.02.  Additional Termination Requirements......................39

                                 ARTICLE VIII
                           MISCELLANEOUS PROVISIONS

    Section 8.01.  Amendment................................................40
    Section 8.02.  Action Under and Conflicts with the Underlying
                   Agreements...............................................41
    Section 8.03.  Recordation of Agreement.................................41
    Section 8.04.  Limitation on Rights of Certificateholders...............41
    Section 8.05.  Governing Law............................................42
    Section 8.06.  Notices..................................................42
    Section 8.07.  Severability of Provisions...............................42
    Section 8.08.  Successors and Assigns...................................43
    Section 8.09.  Article and Section Headings.............................43
    Section 8.10.  Certificates Nonassessable and Fully Paid................43


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Section                                                                  Page
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    Schedule I - Schedule of Underlying Securities Information.............I-1

    Exhibit A - Form of Class A Certificate................................A-1
    Exhibit B - Form of Class T Certificate................................B-1
    Exhibit C - Form of Residual Certificate...............................C-1
    Exhibit D - Form of Reverse of Certificate.............................D-1
    Exhibit E - Form of Transferor Affidavit...............................E-1
    Exhibit F - Form of Transfer Affidavit for the Class A-R Certificate ..F-1


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         TRUST AGREEMENT, dated as of ________ 1, 200_, by and between
[Greenwich Capital Acceptance, Inc.][Financial Asset Securities Corp.], as
depositor (the "Depositor"), and [________________________________], as
trustee (the "Trustee").

                             W I T N E S S E T H:
                             - - - - - - - - - -

         WHEREAS, the Depositor and the Trustee desire to enter into a trust
agreement dated as of the date hereof (the "Trust Agreement");

         NOW THEREFORE, in consideration of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:


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                                   ARTICLE I

                                  DEFINITIONS

         Section 1.01. Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. Unless otherwise specified, all
calculations described herein shall be made on the basis of an assumed 360-day
year consisting of twelve 30-day months.

         Agreement: This Trust Agreement and all amendments hereof and
supplements hereto.

         Available Funds: As of any date of determination and with respect to
any Class of Certificates, the aggregate amount on deposit in the related
Certificate Account, net of any portion thereof which represents amounts
payable pursuant to clauses (ii), (iii) and (iv) of Section 3.03.

         Basic Principal Distribution Amount: With respect to any Distribution
Date, the sum of the Scheduled Principal Distribution Amount and the Principal
Prepayment Distribution Amount.

         Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee, which shall initially include the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, and
Class A-9 Certificates.

         Book-Entry Underlying Security: Any Underlying Security registered in
the name of the Depository or its nominee.

         Business Day: Any day that is an Underlying Business Day with respect
to each of the Underlying Securities.

         Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class T and Class
A-R Certificates, executed and countersigned by the Trustee substantially in
the forms attached hereto.

         Certificate Account: The account established with respect to the
Trust Fund, which shall at all times be an Eligible Account, created and
maintained by the Trustee pursuant to Section 3.02. Funds deposited in the
Certificate Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

         Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate, as reflected on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the Depository.

         Certificate Principal Balance: As to any Distribution Date and each
Certificate, the initial Certificate Principal Balance of such Certificate as
indicated on the face thereof, less all amounts




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distributed to Holders of such Certificate on previous Distribution
Dates on account of principal pursuant to Section 3.04, and less all losses
allocated to such Class pursuant to Section 3.04(d); provided that (i) on each
Distribution Date preceding the Class A-4 Accretion Termination Date, the
Class A-4 Accrual Distribution Amount shall be added to the Certificate
Principal Balances of the Class A-4 Certificates on a pro rata basis, and (ii)
on each Distribution Date preceding the Class A-6 Accretion Termination Date,
the Class A-6 Accrual Distribution Amount shall be added to the Certificate
Principal Balances of the Class A-6 Certificates on a pro rata basis.

         Certificate Register: The register maintained pursuant to Section
4.02(a).

         Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-U.S. Person shall be a Holder of a Residual Certificate
for any purpose hereof and, solely for the purpose of giving any consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or any Affiliate thereof shall be deemed not to be outstanding and
the Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 9.01. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

         Class: With respect to any Certificates, all of the Certificates
bearing the same class designation.

         Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, Class A-8 Certificates and Class A-9
Certificates: The Certificates executed and countersigned by the Trustee
substantially in the form set forth in Exhibit A hereto.

         Class A-4 Accretion Termination Date: The Distribution Date following
the Distribution Date on which the Certificate Principal Balances of the Class
A-9 Certificates are reduced to zero.

         Class A-4 Accrual Distribution Amount: On any Distribution Date, the
current interest accrued but not distributed on the Class A-4 Certificates on
such Distribution Date in accordance with sub-section 3.04(a)(i).

         Class A-5 Pro Rata Distribution Amount: With respect to any
 Distribution Date, the product of (a) the Class A-5 Pro Rata Percentage and
 (b) the Scheduled Principal Distribution Amount.

         Class A-5 Prepayment Distribution Amount: With respect to any
Distribution Date, the product of (a) the Principal Prepayment Distribution
Amount, (b) the Class A-5 Pro Rata Percentage and (c) the Shift Percentage.



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         Class A-5 Pro Rata Percentage: With respect to any Distribution Date,
a fraction, the numerator of which is the aggregate of the Certificate
Principal Balances of the Class A-5 Certificates on such Distribution Date and
the denominator of which is the aggregate of the Certificate Principal
Balances of all Classes of Certificates on such Distribution Date.

         Class A-5 Priority Distribution Amount: With respect to any
Distribution Date, the sum of (i) the Class A-5 Pro Rata Distribution Amount
and (ii) the Class A-5 Prepayment Distribution Amount.

         Class A-6 Accretion Termination Date: The Distribution Date following
the Distribution Date on which the Certificate Principal Balances of the Class
A-7 Certificates are reduced to zero.

         Class A-6 Accrual Distribution Amount: On any Distribution Date, the
current interest accrued but not distributed on the Class A-6 Certificates on
such Distribution Date in accordance with sub-section 3.04(a)(i).

         Class T Certificate: The Certificate executed and countersigned by
the Trustee substantially in the form set forth in Exhibit B hereto.

         Class T Pro Rata Distribution Amount: With respect to any
Distribution Date, the product of (a) the Class T Pro Rata Percentage and (b)
the Basic Principal Distribution Amount.

         Class T Pro Rata Percentage: With respect to any Distribution Date, a
fraction, the numerator of which is the Certificate Principal Balance of the
Class T Certificate on such Distribution Date and the denominator of which is
the aggregate of the Certificate Principal Balances of all Classes of
Certificates on such Distribution Date.

         Class A-R Certificate: The Certificate executed and countersigned by
the Trustee substantially in the form set forth in Exhibit C hereto.

         Closing Date:  ________ __, 200_.

         Code:  The Internal Revenue Code of 1986, as amended.

         Corporate Trust Office: The principal corporate trust office of the
Trustee in the State of Illinois at which at any particular time its corporate
trust business with respect to this Agreement shall be administered, which
office at the date of the execution of this Agreement is located at
________________________________________________________, Attn: Corporate
Trust Administration.

         Definitive Certificate:  Any definitive, fully registered Certificate.

         Depositor: [Greenwich Capital Acceptance, Inc.] [Financial Asset
Securities Corp.], a Delaware corporation, or its successors in interest.



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         Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede
& Co. The Depository shall at all times be a "clearing corporation" as defined
in Section 8-102(3) of the Uniform Commercial Code of the State of New York
and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934, as amended.

         Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

         Disqualified Organization: As defined in Section 860E(e)(5) of the
Code.

         Distribution Date: The 19th day of each month, or if such 19th day is
not a "Business Day" (as defined in the Underlying Agreement), the first
Business Day following such 19th day, beginning on _________ 19, 200_.

         Eligible Account: A segregated account that is (i) an account or
accounts maintained with a federal or state chartered depository institution
or trust company the short-term unsecured debt obligations of which (or, in
the case of a depository institution or trust company that is the principal
subsidiary of a holding company, the short-term unsecured debt obligations of
such holding company) are A-1 by each Rating Agency (or comparable ratings if
Standard & Poor's and Fitch, Inc. are not the Rating Agencies) at the time any
amounts are held on deposit therein, (ii) an account or accounts the deposits
in which are fully insured by the Federal Deposit Insurance Corporation (to
the limits established by such corporation), the uninsured deposits in which
account are otherwise secured such that, as evidenced by an opinion of counsel
delivered to the Trustee and to each Rating Agency, the Certificateholders
will have a claim with respect to the funds in such account or a perfected
first priority security interest against such collateral (which shall be
limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution with
which such account is maintained, (iii) a trust account or accounts maintained
with the trust department of a federal or state chartered depository
institution, national banking association or trust company acting in its
fiduciary capacity or (iv) otherwise acceptable to each Rating Agency without
reduction or withdrawal of their then current ratings of the Certificates as
evidenced by a letter from each Rating Agency to the Trustee.

         Initial Class Certificate Principal Balance: With respect to Class
A-1, $_____________; with respect to Class A-2, $_____________; with respect
to Class A-3, $_____________ with respect to Class A-4, $_____________; with
respect to Class A-5, $_____________; with respect to Class A-6, $__________;
with respect to Class A-7, $__________; with respect to Class A-8,
$___________; with respect to Class A-9, $__________; with respect to Class T,
$__________; and with respect to Class A-R, $______.

         Interest Accrual Period: As to any Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs.




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         Investment Company Act: The Investment Company Act of 1940, as
amended.

         Majority in Interest: As to any Class of Certificates, the Holders of
Certificates of such Class evidencing, in the aggregate, at least 51% of the
Percentage Interests evidenced by all Certificates of such Class.

         Net Prepayment Interest Shortfalls: As to any Distribution Date, the
aggregate "Net Prepayment Interest Shortfalls" (as defined in the Underlying
Agreements), if any, allocated to the Underlying Securities on the related
Underlying Remittance Date pursuant to the Underlying Agreements.

         Non-Registered Certificate: A Certificate other than a Registered
Certificate.

         Officers' Certificate: A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant Vice President and by
the Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor as required by this Agreement.

         Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor or in-house counsel for a Person that is a transferor or
transferee in respect of a Transfer of a Certificate, which opinion is
reasonably acceptable to the Trustee; provided, however, that any opinion of
counsel relating to (i) the qualification of any account required to be
maintained pursuant to this Agreement as an Eligible Account or (ii) the
qualification of the Trust Fund, as a REMIC or compliance with the REMIC
Provisions, shall be an opinion of independent counsel.

         Ownership Interest: As to any Certificate, any ownership interest in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.

         Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and countersigned under
this Agreement except:

                  (i)  Certificates theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation; and

                  (ii) Certificates in exchange for which or in lieu of which
         other Certificates have been executed and delivered by the Trustee
         pursuant to this Agreement.

         Pass-Through Rate: With respect to each Class and any Distribution
Date, [_____]% per annum.

         Percentage Interest: With respect to any Certificate, the
"Denomination" thereof set forth in such Certificate divided by the aggregate
Initial Certificate Principal Balance of the related Class of Certificates.

         Permitted Investments: At any time, any one or more of the following
obligations and securities: certificates of deposit, demand or time deposit,
federal funds or bankers' acceptances



                                      6
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issued by any depository institution or trust company incorporated
under the laws of the United States or of any state thereof and subject to and
subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or long-term unsecured
debt obligations of such depository institution or trust company (or in the
case of the principal depository institution in a holding company system, the
commercial paper or long-term unsecured debt obligations of such holding
company) are then rated in the highest rating category for such securities.

         Permitted Transferee:  As defined in Exhibit F hereto.

         Person: Any individual, corporation, partnership, joint venture,
bank, joint-stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political
subdivision thereof.

         Plan:  As defined in Exhibit F hereto.

         Principal Prepayment Distribution Amount: With respect to any
Distribution Date, the portion of Available Funds attributable to unscheduled
principal received on the Underlying Mortgage Loans.

         Purchase Price:  As defined in Section 2.03 hereof.

         Rating Agencies: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successors and assigns, and Fitch, Inc. or its
successors and assigns.

         Record Date: With respect to the first Distribution Date, the Closing
Date. With respect to any other Distribution Date, the last Business Day of
the month preceding the month in which such Distribution Date occurs.

         Registered Certificate: A Certificate as to which a registration
statement under the Securities Act has been filed and become effective.

         Regular Certificates: The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class T
Certificates.

         REMIC: A "real estate mortgage investment conduit" within the meaning
of Section 860D of the Code. The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9 and Class T Certificates
will constitute "regular interests" in the REMIC and the Class A-R Certificate
will constitute the sole class of "residual interests" in the REMIC.

         REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time, as well as provisions of applicable state laws.




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         Residual Certificate:  The Class A-R Certificate.

         Responsible Officer: When used with respect to the Trustee, an
officer of the Trustee assigned to the Corporate Trust Office, including any
Vice President, any Assistant Vice President, any Assistant Secretary, any
trust officer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above-designated officers
and also, with respect to a particular matter, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of
this Agreement.

         Rule 3a-7: Rule 3a-7 of the Investment Company Act, as then in effect
(or any successor rule).

         Scheduled Principal Distribution Amount: With respect to any
Distribution Date, the portion of Available Funds attributable to scheduled
principal received on the Underlying Mortgage Loans.

         Securities Intermediary: The meaning specified in Section
8-102(a)(14) of the UCC.

         Shift Percentage: With respect to any Distribution Date, the
percentage indicated below:

          Distribution Date occurring in                      Shift Percentage
          ------------------------------                      ----------------

          _____ 2001 through ________ 2006                              0%

          _____ 2006 through ________ 2007                             30%

          _____ 2007 through ________ 2008                             40%

          _____ 2008 through ________ 2009                             60%

          _____ 2009 through ________ 2010                             80%

          _____ 2010 and thereafter                                    100%

         Start-up Day: With respect to the REMIC, the day designated as such
pursuant to Section 2.05(b).

         Tax Matters Person: The Person or Persons designated from time to
time to act as the "tax matters person" (within the meaning of the REMIC
Provisions) of the REMIC.

         Tax Returns: The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of the REMIC due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal,
state or local tax laws.




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<PAGE>

         Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.

         Transfer Affidavit: A certificate substantially in the form of
Exhibit F annexed hereto.

         Transferor Affidavit: A certificate substantially in the form of
Exhibit E hereto.

         Trustee: [________________________________________________________],
and its successors and any corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee at the time serving as successor trustee hereunder.

         Trust Fund: The corpus of the trust created by this Agreement and
evidenced by the related Certificates, consisting of: (i) the Underlying
Securities, (ii) all distributions thereon after the Underlying Remittance
Date in ________ 200_, (iii) the Certificate Account and such assets as are
deposited therein from time to time, and (iv) any net proceeds from the
investment of amounts on deposit in the Certificate Account, together, in each
case, with any and all income, proceeds and payments with respect thereto.

         UCC: The Uniform Commercial Code as in effect in the State of New
York as of the date hereof.

         Underlying Agreements:  [______________________________________].

         Underlying Business Day: With respect to an Underlying Security is
any day that in the City of New York or in the city in which the corporate
trust office of the related Underlying Trustee is located, is neither a legal
holiday nor a day on which banking institutions are authorized or obligated by
law, regulation or executive order to be closed.

         Underlying Mortgage Loans: The mortgage loans in the Underlying Trust
Funds that are included in the loan groups directly backing the Underlying
Securities.

         Underlying Remittance Date: With respect to each Underlying Security,
the 19th day of each month, or, if such is not an Underlying Business Day, the
next succeeding Underlying Business Day.

         Underlying Securities: [______________________________________].

         Underlying Trust Funds: The trust funds relating to the respective
Underlying Securities.

         Underlying Trustees: The trustees under the respective Underlying
Agreements.



                                      9
<PAGE>

                                  ARTICLE II

                   CONVEYANCE OF THE UNDERLYING SECURITIES;
                       ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.01. Conveyance of the Underlying Securities. The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, convey, sell and assign to the Trustee, on behalf of the Holders of
the Certificates, without recourse, all the right, title and interest of the
Depositor in and to the Underlying Securities with appropriate endorsements
and other documentation sufficient under the related Underlying Agreements to
transfer the Underlying Securities to the Trustee, including all distributions
thereon payable after the Underlying Remittance Date in __________ 200_, and
agrees to transfer to the Trustee promptly upon receipt (by wire transfer of
immediately available funds), any amounts payable thereon after the Underlying
Remittance Date in __________ 200_ and all proceeds of the foregoing.

         The transfer of the Underlying Securities and all other assets
constituting the Trust Fund is absolute and is intended by the parties hereto
as a sale. Except to the extent required to have the Underlying Securities
reregistered in its own name or a nominee name, the Trustee shall have the
beneficial ownership interest in the Underlying Securities to be registered
with the Depository in the name of [_______________________], as the
Securities Intermediary for the account of the Trustee and shall not assign,
sell, dispose of or transfer any interest in the Underlying Securities or any
other asset constituting the Trust Fund or permit the Underlying Securities or
any other asset constituting the Trust Fund to be subjected to any lien, claim
or encumbrance arising by, through or under the Trustee or any person claiming
by, through or under the Trustee. The Depositor agrees to provide to the
Trustee all documents required for the transfer to the Trustee of the
beneficial ownership interest in the Underlying Securities and the Trustee is
hereby authorized and directed to execute such documents.

         It is intended that the conveyance of the Underlying Securities by
the Depositor to the Trustee as provided in this Section 2.01 be, and be
construed as, a sale of the Underlying Securities by the Depositor to the
Trustee for the benefit of the Certificateholders. It is, further, not
intended that such conveyance be deemed a pledge of the Underlying Securities
by the Depositor to the Trustee to secure a debt or other obligation of the
Depositor. However, in the event that the Underlying Securities are held to be
the property of the Depositor, or if for any reason this Agreement is held or
deemed to create a security interest in the Underlying Securities, then it is
intended that (a) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the corresponding articles of the Uniform Commercial Code
of any other applicable jurisdiction; (b) the conveyance provided for in this
Section shall be deemed to be a grant by the Depositor to the Trustee for the
benefit of the Certificateholders of a security interest in all of the
Depositor's right, title and interest, whether now owned or hereafter
acquired, in and to (A) the Underlying Securities, (B) all amounts payable to
the holders of the Underlying Securities after the Underlying Remittance Date
in __________ 200_ in accordance with the terms thereof and (C) all proceeds
of the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation all
amounts from time to




                                      10
<PAGE>


time held or invested in the Certificate Account, whether in the form
of cash, instruments, securities or other property; (c) the registration of
the beneficial ownership interest in the Underlying Securities with the
Depository in the name of [___________________________] as the Securities
Intermediary for the account of the Trustee and the possession by the Trustee
or its agent of such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to
the New York Uniform Commercial Code and the Uniform Commercial Code of any
other applicable jurisdiction (including, without limitation, Sections 9-305,
8-313 or 8-321 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts
or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law. The Depositor and the Trustee, at the
Depositor's direction and expense, shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Underlying
Securities and other assets constituting the Trust Fund described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the
term of the Agreement.

         Section 2.02. Acceptance by Trustee. The Trustee hereby confirms that
it has confirmation from [___________________________], as Securities
Intermediary for the Trustee, that (i) the Book-Entry Underlying Securities
have been confirmed by the Depository to have been delivered to the Trustee,
and held by the Securities Intermediary in book-entry form, as a participant
in the Depository, and (ii) the Securities Intermediary is holding such
Book-Entry Underlying Securities for the account of the Trustee, as owner of
the Underlying Securities as trustee for the Certificateholders. The Trustee
declares that it shall hold the ownership interest in the Underlying
Securities in trust, upon the terms herein set forth, for the use and benefit
of all present and future Certificateholders. The Trustee agrees, for the
benefit of Certificateholders, to confirm that the class designations and
original principal balances with respect to the Underlying Securities conform
to the information set forth on Schedule I within 10 days after execution and
delivery of this Agreement. If in the course of such confirmation the Trustee
finds that the information with respect to any Underlying Security does not
conform to the related information set forth on Schedule I, the Trustee shall
promptly so notify the Depositor. The Depositor shall promptly correct or cure
such defect within 45 days from the date it was notified of such omission or
defect and, if the Depositor does not correct or cure such omission or defect
within such period, the Depositor shall purchase the related Underlying
Security from the Trustee on the Distribution Date in the month following the
month in which such 45-day period expired at the Purchase Price of such
Underlying Security. The Purchase Price for the purchased Underlying Security
shall be deposited in the Certificate Account on such date for distribution to
the related Certificateholders and, upon receipt by the Trustee of such
deposit, the Trustee shall cause the Securities Intermediary to hold any such
repurchased Underlying Security which is a Book-Entry Underlying Security for
the account of the Depositor and shall take such other action as shall be
necessary to vest in the Depositor or its designee ownership of the Underlying
Security released pursuant hereto. It is understood and agreed that the
obligation of the Depositor to purchase an




                                      11
<PAGE>

Underlying Security shall constitute the sole remedy against the Depositor
with respect to a defect or omission available to Certificateholders or the
Trustee on behalf of Certificateholders.

         Section 2.03. Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Trustee as of the
Closing Date as follows:

         (a)      With respect to each Underlying Security:

                      (i)  the Depositor is the sole owner of such Underlying
         Security free and clear of any lien, pledge, charge or encumbrance of
         any kind;

                     (ii)  the Depositor has not assigned any interest in such
         Underlying Security or any distributions thereon, except as
         contemplated herein; and

                    (iii)  the documents furnished to the Trustee in connection
         with such Underlying Security are sufficient to effect the transfer of
         such Underlying Security to the Trustee pursuant to Section 2.01
         hereof.

         The representations and warranties set forth in this Section 2.03(a)
shall survive the transfer and assignment of the Underlying Securities. Upon
discovery by the Depositor or a Responsible Officer of the Trustee of a breach
of any of the foregoing representations and warranties which materially and
adversely affects the interests of the Certificateholders in the Underlying
Securities, the Depositor or the Trustee shall give prompt written notice to
the other and to the Certificateholders. On or prior to the third Distribution
Date following the Closing Date, the Depositor shall cure such breach in all
material respects or, if such breach cannot be cured, the Depositor shall
repurchase each affected Underlying Security from the Trustee if the Depositor
is so directed by Holders of a Majority in Interest of the Classes of Regular
Certificates. Any such repurchase of an Underlying Security by the Depositor
shall be accomplished prior to the related Distribution Date, in any calendar
month at a price (the "Purchase Price") equal to the principal balance of the
Underlying Security on the related Underlying Remittance Date (prior to giving
effect to any distributions on such Underlying Remittance Date pursuant to the
related Underlying Agreement) plus interest thereon at the Pass-Through Rate
from the first day of the month of such repurchase up to but not including the
date of such repurchase. The payment of the Purchase Price shall be considered
a prepayment in full of the related Underlying Security and shall be delivered
to the Trustee for deposit in the Certificate Account in accordance with the
provisions of Section 3.02 hereof. Upon such deposit into the Certificate
Account, the repurchased Underlying Security shall be released to the
Depositor, and the Trustee shall execute and deliver such instrument of
transfer or assignment, without recourse, as shall be reasonably requested and
provided by the Depositor to vest in the Depositor, or its designee or
assignee, title to the Underlying Security repurchased pursuant hereto. The
obligation of the Depositor to cure or repurchase the Underlying Security
shall constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee on behalf of Certificateholders.


                                      12
<PAGE>

         (b)      With respect to the Depositor:

                      (i) The Depositor is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware with full power and authority to execute, deliver and
         perform this Agreement.

                     (ii) This Agreement has been duly authorized, executed
         and delivered by the Depositor and constitutes the legal, valid and
         binding agreement of the Depositor, enforceable in accordance with
         its terms, except as enforcement hereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect relating to or affecting creditors' rights
         generally or by general principles of equity, regardless of whether
         such enforceability is considered in a proceeding in equity or at
         law.

                    (iii) Neither the execution nor the delivery
         of this Agreement nor the issuance, delivery and sale of the
         Certificates, nor the consummation of any other of the transactions
         contemplated herein nor the fulfillment of the terms of this
         Agreement or the Certificates will result in the breach of any term
         or provision of the charter or by-laws of the Depositor or conflict
         with, result in a breach, violation or acceleration of or constitute
         a default under, the terms of any material indenture or other
         agreement or instrument to which the Depositor is a party or by which
         it is bound, or any statute, order or regulation applicable to the
         Depositor of any court, regulatory body, administrative agency or
         governmental body having jurisdiction over the Depositor.

                     (iv) There are no actions or proceedings against, or
         investigations of, the Depositor pending, or, to the knowledge of the
         Depositor, threatened, before any court, administrative agency or
         other tribunal (A) asserting the invalidity of this Agreement or the
         Certificates, (B) seeking to prevent the issuance of the Certificates
         or the consummation of any of the transactions contemplated by this
         Agreement, or (C) which might materially and adversely affect the
         validity or enforceability of this Agreement or the Certificates.

         It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to
the Trustee. Upon discovery by the Depositor or a Responsible Officer of the
Trustee of a breach of any of the foregoing representations and warranties
which breach materially and adversely affects the interests of the
Certificateholders, the party discovering such breach shall give prompt
written notice to the other party and to the Rating Agencies.

         Section 2.04. Issuance of Certificates. The Trustee acknowledges the
receipt by it of the Underlying Securities and concurrently with such receipt,
the Trustee has duly executed, countersigned and delivered, to or upon the
order of the Depositor, the Certificates in authorized denominations and
registered in such names as the Depositor has directed in writing.

         Section 2.05. Miscellaneous REMIC Provisions. (a) The Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9 and Class T Certificates are




                                      13
<PAGE>


hereby designated as "regular interests," and the Class A-R Certificate is
hereby designated as the single class of "residual interests," in the REMIC
for purposes of Sections 860G(a)(1) and 860G(a)(2) of the Code.
The "latest possible maturity date" of each class of REMIC regular interests
will be the Distribution Date in __________ 20__.

         (b)  The Closing Date will be the "Start-up Day" of the REMIC
within the meaning of Section 860G(a)(9) of the Code.

         (c)  The Holder of the Class A-R Certificate is hereby
designated as the "tax matters person" of the REMIC within the meaning of
Section 6231(a)(7) of the Code. The Holder of the Class A-R Certificate, by
its acceptance of such Certificate, shall be deemed to have agreed to the
appointment of the Trustee as its agent in performing the functions of "tax
matters person."

         Section 2.06. Presentation for Transfer. The Trustee shall present
the documents described in Section 2.01 for registration of transfer of the
Underlying Securities, pursuant to the requirements under the related
Underlying Agreements, to the related Underlying Trustees, immediately
following the Closing Date.



                                      14
<PAGE>

                                  ARTICLE III

                       ADMINISTRATION OF THE TRUST FUND;
                  PAYMENTS AND REPORTS TO CERTIFICATEHOLDERS

         Section 3.01.  Administration of the Trust Fund. (a) It is
intended that the Trust Fund formed hereunder shall constitute, and that the
affairs of the Trust Fund shall be conducted so as to qualify as, a REMIC as
defined in and in accordance with the REMIC Provisions. In furtherance of such
intention, the Trustee covenants and agrees that it shall act as the agent of
the Trust Fund (and the Trustee is hereby appointed to act as such agent), and
that in such capacity it shall: (i) prepare and file, or cause to be prepared
and filed, in a timely manner, and sign, any Tax Returns required by the REMIC
Provisions and other applicable income tax laws, using a calendar year as the
taxable year for the REMIC; (ii) make or cause to be made an election, on
behalf of the REMIC, to be treated as a REMIC on the Tax Return of the REMIC
for its first taxable year, in accordance with the REMIC Provisions; (iii)
prepare, file, deliver and sign any and all Tax Returns, information
statements or other forms required to be delivered to any governmental taxing
authority (including, without limitation, within 30 days after the Closing
Date, Internal Revenue Service Form 8811, "Information Return for Real Estate
Mortgage Investment Conduits (REMICs) and Issuers of Collateralized Debt
Obligations"), or to any Certificateholder, pursuant to any applicable
federal, state or local tax laws with respect to the Trust Fund or the related
Certificates and the transactions contemplated by this Agreement; (iv) provide
to each of the related Certificateholders such data necessary for their
original issue discount computations and market discount computations with
respect to such Certificates for federal income tax purposes and such
information as such Certificateholders may reasonably request from time to
time; (v) conduct the affairs of the Trust Fund so as to maintain the status
thereof as a REMIC under the REMIC Provisions; (vi) not knowingly or
intentionally take any action or omit to take any action that would cause the
termination of the REMIC status of the Trust Fund; (vii) provide information
necessary for the computation of tax imposed on the transfer of a Residual
Certificate to a Holder who is not a Permitted Transferee or an agent
(including a broker, nominee or other middleman) of a Person who is not a
Permitted Transferee or a pass-through entity in which a Person who is not a
Permitted Transferee is the record holder of an interest, provided that the
reasonable cost of computing and furnishing such information shall be charged
to the Person liable for such tax; (viii) maintain records relating to the
REMIC, including but not limited to the income, expenses, assets and
liabilities of the REMIC, and the fair market value and adjusted basis of the
assets included in the REMIC determined at such intervals as may be required
by the Code and as may be necessary to prepare the foregoing returns,
schedules, statements or information; and (ix) as and when necessary and
appropriate, represent the REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to any taxable year of the REMIC,
enter into settlement agreements with any governmental taxing agency, extend
any statute of limitations relating to any tax item of the REMIC, and
otherwise act on behalf of the REMIC in relation to any tax matter or
controversy involving the REMIC; provided, however, that the Trustee shall
have no liability for any failure by it to perform its obligations under this
Section 3.01(a) if the information or data necessary to perform such



                                      15
<PAGE>

obligations has not been provided to the Trustee, unless such failure to
perform results solely from the negligence or bad faith of the Trustee.

         (b)  In the event that any federal, state or local tax
(including a tax on "prohibited transactions" as defined in Section 860F of
the Code) is imposed on the REMIC and is not otherwise paid pursuant to this
provision of the Agreement, such tax shall be charged first against amounts
otherwise distributable to the Holder of the Residual Certificate and then
against amounts otherwise distributable to the Holders of the Regular
Certificates. The Trustee is hereby authorized to retain from amounts
otherwise distributable to the related Certificateholders sufficient funds to
pay or provide for the payment of, and to actually pay, such tax as is legally
owed by the REMIC (but such authorization shall not prevent the 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); in
addition, upon the direction of the Holder of the Residual Certificate the
Trustee shall institute, conduct and terminate appropriate proceedings to
contest any such tax, provided that the Holder of the Residual Certificate
shall indemnify the Trustee for all expenses, costs and liabilities arising
from any such action.

         (c)  Notwithstanding the provisions of paragraph (b) above, the
Holder of the Residual Certificate shall pay on written demand, and shall
indemnify and hold harmless the Trustee and the related REMIC from and
against, any and all federal, state and local taxes, including taxes on
"prohibited transactions" as defined in Section 860F of the Code (including,
for this purpose, any and all interest, penalties, fines and additions to tax,
as well as any and all reasonable counsel fees and out-of-pocket expenses
incurred in contesting the imposition of such tax) imposed on the REMIC. Such
indemnification shall survive the termination of the Agreement and the REMIC
created hereby.

         (d)  In connection with its receipt of any distribution on any
Underlying Security on any Underlying Remittance Date, the Trustee shall
verify the principal or interest, as applicable, by public information systems
established and customarily relied upon for such purpose and shall confirm
that the principal and/or interest payment received on such date is equal to
the distribution amount reflected on such information system. If (i) the
amount of any distribution varies from the amount reflected on such
information system for such distribution, (ii) the Trustee shall not have
received a distribution by the close of business on the date on which such
distribution was to be received by the Trustee, or (iii) a Responsible Officer
of the Trustee shall gain actual knowledge of any default under any Underlying
Agreement, the Trustee shall promptly notify the Depositor and the
Certificateholders, and shall proceed in accordance with the provisions of
Section 8.02.

         (e)  The Depositor, upon request, shall promptly furnish the
Trustee with all such information as may be reasonably required in connection
with the Trustee's preparation of all Tax Returns of the REMIC or to enable
the Trustee to respond to reasonable requests for information made by related
Certificateholders in connection with tax matters.

         Section 3.02. Certificate Account. (a) The Trustee, for the benefit
of the Certificateholders, shall establish and maintain an account (the
"Certificate Account"), which




                                      16
<PAGE>

shall be an Eligible Account, entitled "[Greenwich Capital Acceptance, Inc.]
[Financial Asset Securities Corp.] Resecuritization Mortgage Trust Series
200_-_". The Trustee shall upon receipt deposit in the Certificate Account
the following payments and collections in respect of the Underlying Securities:

                      (i)  all distributions received on the Underlying
         Securities subsequent to the Closing Date;

                      (ii) any amount required to be deposited in the
         Certificate Account pursuant to Section 2.03(a) hereof in connection
         with the repurchase of any Underlying Security by the Depositor; and

                      (iii) any amounts required to be deposited in
         the Certificate Account pursuant to Section 7.01 hereof in connection
         with the purchase by the Holder of the Residual Certificate of any
         Underlying Security.

         The foregoing requirements for deposit in the Certificate Account
shall be exclusive. The Trustee shall give notice to the Depositor of the
location of the Certificate Account upon establishment thereof and prior to
any change thereof.

         (b)  Upon a determination by the Trustee that the final
distribution shall be made in respect of any Underlying Security, the Trustee
shall take such steps as may be necessary in connection with the final payment
thereon in accordance with the terms and conditions of the related Underlying
Agreement. The Trustee shall promptly deposit in the Certificate Account the
final distribution received upon presentment and surrender of such Underlying
Security.

         Section 3.03.  Permitted Withdrawals from the Certificate
Account. The Trustee may from time to time withdraw funds from the
Certificate Account for the following purposes:

                      (i)  to make payments to Certificateholders in the
         amounts and in the manner provided in Section 3.04;

                     (ii)  to reimburse the Depositor for expenses incurred by
         and reimbursable to the Depositor with respect to the REMIC pursuant
         to Section 6.03;

                    (iii)  to pay any taxes imposed upon the REMIC, as provided
         in Section 3.01(b); and

                     (iv)  to clear and terminate the Certificate Account upon
         the termination of the Trust Fund.

         Section 3.04. Distributions. (a) On each Distribution Date, the
Trustee shall withdraw from the Certificate Account all Available Funds equal
to (x) the amounts received by the Trustee on and prior to such Distribution
Date as distributions on the Underlying Securities, reduced by (y) the sum of
any expenses reimbursable to the Depositor and any taxes imposed upon the
REMIC.


                                      17
<PAGE>

         On each Distribution Date, the Trustee will distribute the Available
Funds in the following order of priority:

         (i) to the Holders of each Class of Certificates, pro rata, interest
accrued on the respective Certificate Principal Balances thereof during the
preceding Interest Accrual Period at their respective Pass-Through Rates (less
any Net Prepayment Interest Shortfalls allocated to such Classes as provided
below), together with any accrued and unpaid interest thereon from prior
Distribution Dates; provided, however, that prior to the Class A-6 Accretion
Termination Date, the amount of interest accrued on the Certificate Principal
Balances of the Class A-6 Certificates during the preceding Interest Accrual
Period shall not be distributed as interest thereon but instead shall be
distributed in reduction of the Certificate Principal Balances of the Class
A-7 Certificates as set forth in clause (iv) below; and further provided that
prior to the Class A-4 Accretion Termination Date, the amount of interest
accrued on the Certificate Principal Balances of the Class A-4 Certificates
during the preceding Interest Accrual Period shall not be distributed as
interest thereon but instead will be distributed in reduction of the
Certificate Principal Balances of the Class A-3 and Class A-9 Certificates, in
that order, as set forth in clause (v) below;

         (ii) as principal, to the Holders of the Class T Certificate, the
Class T Pro Rata Distribution Amount;

        (iii) as principal, to the Holders of the Class A-5 Certificates, the
Class A-5 Priority Distribution Amount, until the Certificate Principal
Balances thereof are reduced to zero;

         (iv) as principal, to the Holders of the Class A-7 Certificates, the
Class A-6 Accrual Distribution Amount, until the Certificate Principal
Balances of the Class A-7 Certificates have been reduced to zero, and then to
the Holders of the Class A-6 Certificates;

         (v)  as principal, sequentially, to the Holders of the Class
A-3 and Class A-9 Certificates, in that order, the Class A-4 Accrual
Distribution Amount, until the respective Certificate Principal Balances of
the Class A-3 and Class A-9 Certificates have been reduced to zero, and then
to the Holders of the Class A-4 Certificates;

        (vi)  as principal, to the Holder of the Class A-R Certificate, until
the Certificate Principal Balance thereof has been reduced to zero;

       (vii)  as principal, to (A) the Holders of the Class A-8, Class
A-7 and Class A-6 Certificates according to the priorities set forth in clause
(x) below and (B) the Holders of the Class A-1 and Class A-2 Certificates
according to the priorities set forth in clause (y) below, as follows:

         (x) [___]% of the remaining amount (after giving effect to the
distributions specified in clauses (i) through (vi) above):



                                      18
<PAGE>

                           first, to the Holders of the Class A-8
                  Certificates, until the Certificate Principal Balances
                  thereof are reduced to the Class A-8 Planned Balance for
                  such Distribution Date;

                           second, sequentially, to the Holders of the Class
                  A-7 and Class A-6 Certificates, in that order, until the
                  respective Certificate Principal Balances thereof are
                  reduced to zero; and

                           third, to the Holders of the Class A-8
                  Certificates, without regard to the Class A-8 Planned
                  Balance for such Distribution Date and until the Certificate
                  Principal Balances thereof are reduced to zero; and

         (y) [___]% of such remaining amount (after giving effect to the
distributions specified in clauses (i) through (vi) above) sequentially, to
the Holders of the Class A-1 and Class A-2 Certificates, in that order, until
their respective Certificate Principal Balances have been reduced to zero; and

         (viii)  as principal, sequentially, to the Holders of the Class
A-3, Class A-9, Class A-4 and Class A-5 Certificates, in that order, until
their respective Certificate Principal Balances have been reduced to zero.

         On each Distribution Date, any Net Prepayment Interest Shortfalls
  will be allocated, pro rata, to the Certificates on the basis of their
  Certificate Principal Balances.

         On each Distribution Date preceding the Class A-4 Accretion
  Termination Date, the Class A-4 Accrual Distribution Amount shall be added
  to the Certificate Principal Balances of the Class A-4 Certificates on a pro
  rata basis. On each Distribution Date preceding the Class A-6 Accretion
  Termination Date, the Class A-6 Accrual Distribution Amount shall be added
  to the Certificate Principal Balances of the Class A-6 Certificates on a pro
  rata basis.

         In the event that on any Underlying Remittance Date, the Trustee
shall not have received the cash distribution, if any, required to be made
under any Underlying Agreement in respect of the related Underlying Security,
the Trustee shall effect the related distributions required hereunder on the
Business Day immediately following the date on which the cash distribution so
required shall have been received by the Trustee.

         (b)  All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated pro rata among the
Certificates of such Class that are Outstanding based upon their respective
Percentage Interests. Payments to the Certificateholders of such Class with
respect to each Distribution Date will be made to the Certificateholders of
record as of the related Record Date (other than as provided in Section 7.01
respecting the final distribution). Distributions to any Certificateholder on
any Distribution Date shall be made by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have
so notified the Trustee in writing at least five Business Days prior to the
related Record Date and such Certificateholder shall hold any Certificates
with aggregate principal denominations of at least





                                      19
<PAGE>

$5,000,000 or evidencing a Percentage Interest of 10% or greater, or
in such other manner as shall be agreed to by the Trustee and such
Certificateholder, or otherwise by check mailed by first class mail to the
address of such Certificateholder appearing in the Certificate Register. The
final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the Corporate Trust
Office or such other location specified in the notice to Certificateholders of
such final distribution.

         (c)  The rights of the Certificateholders to receive
distributions from the proceeds of the Trust Fund in respect of the
Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement. Neither the Holders of
any Class of Certificates nor the Depositor nor the Trustee shall in any way
be responsible or liable to Holders of any other Class of Certificates in
respect of previous amounts properly distributed on the Certificates.

         (d)  In the case of any losses allocated to the Underlying
Securities, such losses in turn will be allocated pro rata to all Classes of
Certificates that are Outstanding on the basis of their respective Certificate
Principal Balances.

         Section 3.05.  Statements to Certificateholders. Concurrently
with each distribution on a Distribution Date, the Trustee will forward by
mail to the Holder of each Certificate a statement generally setting forth the
following information:

                  (i)   the Available Funds, the Class A-4 Accrual
         Distribution Amount, the Class A-6 Accrual Distribution Amount and the
         Class A-5 Priority Distribution Amount for such Distribution Date;

                 (ii)   with respect to such Distribution Date, the
         aggregate amount of principal and interest, stated separately,
         distributed to Holders of each Class of Certificates;

                (iii)   with respect to such Distribution Date, the amount of
         any interest shortfall for each Class of Certificates, together with
         the amount of any unpaid interest shortfall for such Class
         immediately following such Distribution Date;

                 (iv)   with respect to each Class of Certificates, the
         losses allocated to such Class with respect to such Distribution
         Date;

                  (v)   the aggregate Certificate Principal Balance of each
         Class of Certificates, after giving effect to (a) distributions of
         principal of such Certificates on such Distribution Date, (b) any
         losses allocated to such Certificates and (c) in the case of the
         Class A-4 Certificates, any addition to the Certificate Principal
         Balances thereof; and

                 (vi)   any additional amount distributed to the Holder of
         the Residual Certificate on such Distribution Date.


                                      20
<PAGE>

         In addition, upon written request, the Trustee will furnish to
Certificateholders copies of the statements received by the Trustee for each
Underlying Remittance Date as the holder of the Underlying Securities on
behalf of the Trust Fund.

         Within a reasonable period of time after the end of each calendar
year, the Trustee will prepare and deliver to each person who at any time
during the previous calendar year was a Certificateholder of record a
statement containing the information required to satisfy any requirements of
the Code, the REMIC Provisions and regulations thereunder as from time to time
are in force. For purposes of this Section 3.05, the Trustee's duties are
limited to the extent that adequate information is reasonably available to the
Trustee as described herein.

         Section 3.06. Reports of the Trustee; Certificate Account. Upon
written request of a Certificateholder and at the expense of such
Certificateholder, the Trustee shall make available to Certificateholders
within 15 days after the date of receipt of such request a statement setting
forth the status of the Certificate Account as of the close of business on the
last day of the calendar month immediately preceding such request, and
showing, for the period covered by such statement, the aggregate of deposits
into and withdrawals from the Certificate Account.

         Section 3.07. Access to Certain Documentation and Information. The
Trustee shall provide the related Certificateholders with access to a copy of
each report, if any, received by it as holder of the Underlying Securities
under the Underlying Agreements. The Trustee shall also provide the Depositor
with access to any such report and to all written reports, documents and
records required to be maintained by the Trustee in respect of its duties
hereunder. Such access shall be afforded without charge but only upon
reasonable request evidenced by prior written notice received by the Trustee
two Business Days prior to the date of such proposed access and during normal
business hours at offices designated by the Trustee.





                                      21
<PAGE>


                                  ARTICLE IV

                               THE CERTIFICATES

         Section 4.01. The Certificates. (a) The Certificates shall be
substantially in the forms set forth in Exhibits A, B, C and D hereto, as
applicable. Upon original issue, the Certificates shall be executed and
delivered by the Trustee and the Trustee shall countersign the Certificates to
or upon the order of the Depositor. The Certificates shall be executed by
manual or facsimile signature on behalf of the Trustee by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the countersignature and delivery of such
Certificates or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement or be valid
for any purpose, unless there appears on such Certificate a countersignature
substantially in the form provided herein executed by the Trustee by manual
signature, and such countersignature shall be conclusive evidence, and the
only evidence, that such Certificate has been duly countersigned and delivered
hereunder. All Certificates shall be dated the date of their countersignature.

         Section 4.02. Book-Entry Certificates. The Book-Entry Certificates
shall initially be issued as one or more Certificates registered in the name
of the Depository or its nominee and, except as provided below, registration
of such Certificates may not be transferred by the Trustee except to another
Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. The Certificateholders
shall hold their respective Ownership Interests in and to each of such
Certificates through the book-entry facilities of the Depository and, except
as provided below, shall not be entitled to Definitive Certificates in respect
of such Ownership Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for
which it acts as agent in accordance with the Depository's normal procedures.

         The Trustee may for all purposes (including the making of payments
due on the respective Classes of Book-Entry Certificates) deal with the
Depository as the authorized representative of the Certificate Owners with
respect to the respective Classes of Book-Entry Certificates for the purposes
of exercising the rights of Certificateholders hereunder. The rights of
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates shall be limited to those established by law and agreements
between such Certificate Owners and the Depository Participants and brokerage
firms representing such Certificate Owners. Multiple requests and directions
from, and votes of, the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners.
The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.


                                      22
<PAGE>

         If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, or (iii) after an Event of Default under the Trust Agreement, the
Certificate Owners representing not less than 51% of the Certificate Balance
of the Book-Entry Certificates advise the Trustee and the Depository that the
book-entry system is no longer in the best interests of such Certificate
Owners, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration
of transfer, the Trustee shall issue the Definitive Certificates. Neither the
Depositor nor the Trustee shall be liable for any actions taken by the
Depository or its nominee, including, without limitation, any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.

         Section 4.03. Registration of Transfer and Exchange of
Certificates. (a) The Trustee shall cause to be kept at the office of its
designated agent in the City of New York, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided.

         (b)  No transfer of a Residual Certificate or any interest
therein shall be made and the Trustee shall not register any proposed transfer
of a Residual Certificate unless it receives (i) a representation
substantially to the effect that the proposed transferee is not a Plan, is not
acquiring a Residual Certificate on behalf of or with the assets of a Plan
(including assets that may be held in an insurance company's separate or
general accounts where assets in such accounts may be deemed "plan assets" for
purposes of ERISA), or (ii) an opinion of counsel in form and substance
satisfactory to the Trustee and the Depositor that the purchase or holding of
a Residual Certificate by or on behalf of a Plan will not constitute a
prohibited transaction and will not result in the assets of the Trust being
deemed to be "plan assets" and subject to the fiduciary responsibility
provisions of ERISA or the prohibited transaction provisions of ERISA and the
Code or any federal, state or local law that impose similar requirements or
subject the Trustee or the Depositor to any obligation in addition to those
undertaken in this Agreement. Such representation as described above shall be
deemed to have been made to the Trustee by the transferee's acceptance of a
Residual Certificate.

         (c)  The Class T Certificate may not be transferred to any
Person other than a successor Trustee hereunder. By accepting the Class T
Certificate, each Holder thereof shall be deemed to have agreed to this
restriction on transfer. In addition, the Class T Certificate shall bear a
legend setting forth the foregoing restriction on transfer.

         (d) The Certificates and related documentation (including the
forms of Transferee's Certificate) may be amended or supplemented from time to
time by the Depositor, without the



                                      23
<PAGE>

consent but upon notice to the Trustee and the Holders of the Certificates,
to modify the restrictions on and procedures for resale and other
Transfers of the Certificates to reflect any change in applicable law or
regulation (or the interpretation thereof) or in practices relating to the
resale or other Transfer of restricted securities generally, or to reflect the
circumstances of a Certificate having become a Registered Certificate, if the
Depositor and the Trustee shall have received an Opinion of Counsel to the
effect that such amendment or supplement is necessary or appropriate.

         (e) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee or its
designee under clause (iii)(A) below to deliver payments to a Person other
than such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:

                  (A)      Each Person holding or acquiring any
                           Ownership Interest in a Residual Certificate shall
                           be a Permitted Transferee and shall promptly notify
                           the Trustee of any change or impending change in
                           its status as a Permitted Transferee.

                  (B)      In connection with any proposed Transfer of any
                           Ownership Interest in a Residual Certificate,
                           the Trustee shall require delivery to it, and shall
                           not register the Transfer of any Residual
                           Certificate until its receipt of a Transfer
                           Affidavit from the proposed Transferee, representing
                           and warranting, among other things, that such
                           Transferee is a Permitted Transferee, that it is not
                           acquiring its Ownership Interest in the Residual
                           Certificate that is the subject of the proposed
                           Transfer as a nominee, trustee or agent for any
                           Person that is not a Permitted Transferee, that for
                           so long as it retains its Ownership Interest in a
                           Residual Certificate, it will endeavor to remain a
                           Permitted Transferee, and that it has reviewed the
                           provisions of this Section 4.02(e) and agrees to be
                           bound by them.

                  (C)      Notwithstanding the delivery of a Transfer
                           Affidavit by a proposed Transferee under clause (B)
                           above, if a Responsible Officer of the Trustee who
                           is assigned to this transaction has actual
                           knowledge that the proposed Transferee is not a
                           Permitted Transferee, no Transfer of an Ownership
                           Interest in a Residual Certificate to such proposed
                           Transferee shall be effected.

                  (D)      Each Person holding or acquiring any
                           Ownership Interest in a Residual Certificate shall
                           agree (x) to require a Transfer Affidavit from any
                           other Person to whom such Person attempts to
                           transfer its Ownership Interest in a Residual
                           Certificate and (y) not to transfer its Ownership
                           Interest unless



                                      24
<PAGE>


                           it provides a Transferor Affidavit to the Trustee
                           stating that it has no actual knowledge that such
                           other Person is not a Permitted Transferee.

                  (E)      Each Person holding or acquiring an
                           Ownership Interest in a Residual Certificate, by
                           purchasing an Ownership Interest in such
                           Certificate, agrees to give the Trustee written
                           notice that it is a "pass-through interest holder"
                           within the meaning of temporary Treasury regulation
                           Section 1.67-3T(a)(2)(i)(A) immediately upon
                           acquiring an Ownership Interest in a Residual
                           Certificate, if it is, or is holding an Ownership
                           Interest in a Residual Certificate on behalf of, a
                           "pass-through interest holder."

                  (ii)  The Trustee will register the Transfer of any Residual
                  Certificate only if it shall have received the Transfer
                  Affidavit and all of such other documents as shall have been
                  reasonably required by the Trustee as a condition to such
                  registration. In addition, no Transfer of a Residual
                  Certificate shall be made unless the Trustee shall have
                  received a representation letter from the Transferee of such
                  Certificate to the effect that such Transferee is a
                  Permitted Transferee.

                  (iii)(A) If any purported Transferee shall become a Holder of
                  a Residual Certificate in violation of the provisions of this
                  Section 4.02(e), then the last preceding Permitted Transferee
                  shall be restored, to the extent permitted by law, to all
                  rights as Holder thereof retroactive to the date of
                  registration of such Transfer of such Residual Certificate.
                  The Trustee shall be under no liability to any Person for any
                  registration of Transfer of a Residual Certificate that is in
                  fact not permitted by this Section 4.02(e) or for making any
                  payments due on such Certificate to the Holder thereof or for
                  taking any other action with respect to such Holder under the
                  provisions of this Agreement.

                           (B)      If any purported Transferee shall become a
                                    Holder of a Residual Certificate in
                                    violation of the restrictions in this
                                    Section 4.02(e) and to the extent that the
                                    retroactive restoration of the rights of
                                    the holder of such Residual Certificate as
                                    described in clause (iii)(A) above shall
                                    be invalid, illegal or unenforceable, then
                                    the Trustee shall have the right, without
                                    notice to the Holder or any prior Holder
                                    of such Residual Certificate, to sell such
                                    Residual Certificate to a purchaser
                                    selected by the Trustee on such terms as
                                    the Trustee may choose. Such purported
                                    Transferee shall promptly endorse and
                                    deliver each Residual Certificate in
                                    accordance with the instructions of the
                                    Trustee. Such purchaser may be the Trustee
                                    itself or any affiliate of the Trustee.
                                    The proceeds of such sale, net of the
                                    commissions (which may include commissions
                                    payable to the Trustee or its affiliates),
                                    expenses and taxes due, if any, will be
                                    remitted by the Trustee to such purported
                                    Transferee. The terms and conditions of
                                    any sale under this clause (iii)(B) shall
                                    be determined in the sole discretion of
                                    the Trustee, and the Trustee



                                      25
<PAGE>

                                    shall not be liable to any Person having an
                                    Ownership Interest in a Residual
                                    Certificate as a result of its exercise of
                                    such discretion.

                  (iv)  The Trustee shall make available to the Internal
                  Revenue Service and those Persons specified by the
                  REMIC Provisions all information necessary to compute any
                  tax imposed (A) as a result of the Transfer of an Ownership
                  Interest in a Residual Certificate to any Person who is a
                  Disqualified Organization, including the information
                  described in Treasury regulations sections 1.860D-1(b)(5)
                  and 1.860E-2(a)(5) with respect to the "excess inclusions"
                  of such Residual Certificate and (B) as a result of any
                  regulated investment company, real estate investment trust,
                  common trust fund, partnership, trust, estate or
                  organization described in Section 1381 of the Code that
                  holds an Ownership Interest in a Residual Certificate having
                  as among its record holders at any time any Person which is
                  a Disqualified Organization. Reasonable compensation for
                  providing such information may be accepted by the Trustee.

                  (v)  The provisions of this Section 4.02(e) set forth prior
                  to this subsection (v) may be modified, added to or
                  eliminated, provided that there shall have been delivered to
                  the Trustee at the expense of the party seeking to modify,
                  add to or eliminate any such provision the following:

                           (A)   written notification from each
                  Rating Agency to the effect that the modification, addition
                  to or elimination of such provisions will not cause such
                  Rating Agency to downgrade its then-current ratings of any
                  Class of Certificates; and

                           (B)  an Opinion of Counsel, in form and
                  substance satisfactory to the Trustee, to the effect that
                  such modification of, addition to or elimination of such
                  provisions will not cause the REMIC created hereunder to
                  cease to qualify as a REMIC and will not cause the REMIC
                  created hereunder to be subject to an entity-level tax
                  caused by the Transfer of any Residual Certificate to a
                  Person that is (x) not a Permitted Transferee or (y) a
                  Person other than the prospective transferee to be subject
                  to a REMIC-tax caused by the Transfer of a Residual
                  Certificate to a Person that is not a Permitted Transferee.

         (f)  The restrictions on Transfers of Residual Certificates set
forth in Section 4.02(e) hereof shall cease to apply to Transfers occurring
after delivery to the Trustee of an Opinion of Counsel, which Opinion of
Counsel shall not be an expense of the Depositor or the Trustee, to the effect
that the elimination of such restrictions will not cause the Trust Fund to
fail to qualify as a REMIC at any time that the related Certificates are
outstanding.

         (g)  Subject to the foregoing, upon surrender for registration
of Transfer of any Certificate at the Corporate Trust Office, the Trustee
shall execute, countersign and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations and of the same Class and aggregate Percentage Interest.



                                      26
<PAGE>

         (h)  At the option of the Certificateholders, Certificates may
be exchanged for other Certificates of authorized denominations and of the
same Class and aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office maintained pursuant to Section
4.05. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute, countersign and deliver the Certificates that the
Certificateholder making the exchange is entitled to receive. Each Certificate
presented or surrendered for registration of Transfer or exchange shall (if so
required by the Trustee) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing.

         (i)  No service charge shall be made for any registration of
Transfer or exchange of Certificates of any Class, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charge that may
be imposed in connection with any Transfer or exchange of Certificates.

         (j) All Certificates surrendered for registration of Transfer
and exchange shall be cancelled and disposed of by the Trustee in accordance
with its standard procedures without liability on its part.

         (k) Upon written request, the Trustee will provide to the
Depositor a list of names and addresses of all Certificateholders as they
appear in the Certificate Register.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Agreement or under applicable law with respect to any transfer of any interest
in any Certificate (including any transfers between or among Certificate
Owners or beneficial owners of interests in any book-entry or global
certificates) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of this Agreement, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.

         Section 4.04. Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Trustee or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof, and (ii) there is delivered to the
Trustee and the Depositor such security or indemnity as may be required by
them to save them harmless, then, in the absence of notice to the Trustee that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 4.04, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. Any replacement Certificate
issued pursuant to this Section 4.04 shall constitute complete and
indefeasible evidence of ownership of a like denomination as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be
found at any time. All Certificates surrendered to the Trustee under the terms
of this




                                      27
<PAGE>

Section 4.04 shall be cancelled and disposed of by the Trustee in
accordance with its standard procedures without liability on its part.

         Section 4.05. Persons Deemed Owners. The Trustee and the
Depositor and any agent of either of them may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 3.04 hereof and for all other
purposes whatsoever, and neither the Trustee, the Depositor nor any such agent
shall be affected by notice to the contrary.

         Section 4.06. Maintenance of Office or Agency. The Trustee will
maintain at its expense in the Borough of Manhattan, City of New York, State
of New York, an office or agency where Certificates may be surrendered for
registration of transfer or exchange and presented for final distribution and
where notices and demands to or upon the related Trust Fund in respect of the
Certificates and this Agreement may be served. Such office or agency shall
initially be maintained at ___________________________________________________
_____________________________________. The Trustee will give prompt written
notice to the Certificateholders and the Depositor of any change in the
location of any such office or agency.




                                      28
<PAGE>



                                   ARTICLE V
                                  THE TRUSTEE

         Section 5.01.  Duties of Trustee. The Trustee shall undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement. Any permissive right of the Trustee set forth in this Agreement
shall not be construed as a duty.

         The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee that are specifically required to be furnished
pursuant to any provision of this Agreement shall examine them to determine
whether they conform to the requirements of this Agreement (but need not
confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).

         No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct, or its negligent failure to act in respect of
the Trust Fund or the Underlying Securities, or any liability which would be
imposed by reason of its willful misfeasance or bad faith; provided, however,
that:

                      (i) The duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Agreement, the
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in this Agreement, no
         implied covenants or obligations shall be read into this Agreement
         against the Trustee and the Trustee may conclusively rely, as to the
         truth of the statements and the correctness of the opinions expressed
         therein, upon any certificates or opinions furnished to the Trustee
         which conform to the requirements of this Agreement and which are
         reasonably believed to be genuine and duly executed by the proper
         authorities respecting matters hereunder;

                      (ii) The Trustee shall not be individually or as Trustee
         liable for an error of judgment made in good faith by a Responsible
         Officer or Responsible Officers of the Trustee, unless it shall be
         proved that the Trustee was negligent or acted in bad faith or with
         willful misfeasance in performing its duties in accordance with the
         terms of this Agreement; and

                     (iii) The Trustee shall not be liable, individually or as
         Trustee, with respect to any action taken, suffered or omitted to be
         taken by it in good faith in accordance with the direction of the
         Holders of Certificates of any Class of Certificates evidencing
         Percentage Interests in such Class aggregating not less than 25%
         relating to the time, method and place of conducting any proceeding
         for any remedy available to the Trustee, or exercising any trust or
         power conferred upon the Trustee, under this Agreement.



                                      29
<PAGE>

         Section 5.02. Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in Section 5.01 hereof:

                      (i) The Trustee may request and conclusively rely upon
         and shall be protected in acting or refraining from acting upon any
         resolution, Officers' Certificate, certificate of auditors or any
         other certificate, statement, instrument, opinion, report, notice,
         request, consent, order, appraisal, bond or other paper or document
         reasonably believed by it to be genuine and to have been signed or
         presented by the proper party or parties;

                      (ii) The Trustee may consult with counsel of its
         selection and the advice of such counsel or any Opinion of Counsel
         shall be full and complete authorization and protection in respect of
         any action taken or suffered or omitted by it hereunder in good faith
         and in accordance therewith;

                     (iii) The Trustee shall not be liable, individually or as
         Trustee, for any action taken, suffered or omitted by it in good
         faith and believed by it to be authorized or within the discretion or
         rights or powers conferred upon it by this Agreement;

                      (iv) The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond or other paper or document, unless
         requested in writing to do so by the Holders of Certificates of any
         Class evidencing Percentage Interests in such Class aggregating not
         less than 25%;

                      (v) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder;

                      (vi) The Trustee shall not be liable for any loss on any
         investment of funds pursuant to this Agreement (other than as issuer
         of the investment security);

                     (vii) The Trustee shall not be required to
         expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties or in the exercise
         of any of its rights or powers hereunder if it shall have reasonable
         grounds for believing that repayment of such funds or adequate
         indemnity against such liability is not assured to it;

                    (viii) The Trustee shall be under no obligation
         to exercise any of the trusts or powers vested in it by this
         Agreement or to make any investigation of matters arising hereunder
         or to institute, conduct or defend any litigation hereunder or in
         relation hereto at the request, order or direction of any of the
         Certificateholders, pursuant to the provisions of this Agreement,
         unless such Certificateholders shall have offered to the Trustee
         reasonable security or indemnity against the costs, expenses and
         liabilities which may be incurred therein or thereby;



                                      30
<PAGE>

                      (ix) Whenever in the administration of this Agreement
         the Trustee shall deem it desirable that a matter be proved or
         established prior to taking, suffering or omitting any action
         hereunder, the Trustee (unless other evidence be herein specifically
         prescribed) may, in the absence of bad faith on its part,
         conclusively rely upon an Officers' Certificate; and

                      (x) The Trustee shall not be deemed to have notice of
         any breach by the Depositor of any representation, warranty or
         covenant or any default or event of default unless a Responsible
         Officer of the Trustee has actual knowledge thereof or unless written
         notice of any event which is in fact such a default or breach is
         received by the Trustee at the Corporate Trust Office of the Trustee,
         and such notice references the Certificates and this Agreement.

         (b)  All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, may be enforced by it without
the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in its name for the
benefit of all the Holders of the Certificates, subject to the provisions of
this Agreement.

         Section 5.03. Trustee Not Liable for Certificates. The recitals
contained herein and in the Certificates, other than the signature of the
Trustee on the Certificates, shall be taken as the statements of the Depositor
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations or warranties as to the validity or sufficiency of
this Agreement or of the Certificates or of the Underlying Securities or
related documents, other than the signature of the Trustee on the
Certificates. The Trustee shall not be accountable for the use or application
by the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the Underlying Securities.

         Section 5.04. Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee.

         Section 5.05. Indemnification of the Trustee. The Depositor hereby
covenants and agrees to indemnify the Trustee and any director, officer,
employee, or agent of the Trustee for and to hold them harmless against, any
and all losses, liabilities, damages, claims or expenses arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder (including, without limitation, any losses, liabilities, damages,
claims or expenses arising from the failure of the Depositor to perform its
obligations in accordance with the provisions of this Agreement or of
defending itself against any claim or liability in connection with the
exercise or performance of any powers or duties hereunder), other than those
resulting from the negligence or bad faith in the performance of any of the
Trustee's duties hereunder or by reason of reckless disregard of the Trustee's
obligations and duties hereunder. Such indemnification shall survive the
termination of this Agreement and the Trust Fund created hereby or the
resignation or removal of the Trustee pursuant to the terms hereof.



                                      31
<PAGE>

         Section 5.06. Eligibility Requirements for the Trustee. The Trustee
hereunder shall at all times (i) be a corporation or a national banking
association organized and doing business under the laws of any state or the
United States of America or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal
or state authority and (ii) satisfy the requirements of paragraph (a) (4) of
Rule 3a-7. If such corporation or association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association 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 Trustee shall cease
to be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect specified in
Section 5.07 hereof. The corporation or national banking association serving
as Trustee may have normal banking and trust relationships with the Depositor
and its affiliates; provided, however, that such corporation or association
cannot be an affiliate of the Depositor.

         Section 5.07. Resignation and Removal of the Trustee. Subject to the
requirements set forth in this Article V, the Trustee may at any time resign
and be discharged from the trusts hereby created by giving notice thereof to
the Depositor and all of the Certificateholders. Upon receiving such notice of
resignation, the Depositor (with the consent of Holders of a Majority in
Interest of each Class of Regular Certificates shall promptly appoint a
successor trustee by written instrument, in duplicate, which instrument shall
be delivered to the resigning Trustee and to the successor trustee. A copy of
such instrument shall be delivered to the Certificateholders by the Depositor.
If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation or
notice of removal (as provided below), the resigning or removed Trustee may
petition any court of competent jurisdiction for the appointment of a
successor trustee.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 5.06 hereof and shall fail to resign after
written request therefor by the Depositor or any Certificateholder, or if at
any time the Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
reorganization, conservation or liquidation, or if the rating of the
Certificates is downgraded by a Rating Agency due to the Trustee, then the
Depositor, unless instructed otherwise by Holders of a Majority in Interest of
each Class of Regular Certificates, shall remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, which instrument shall
be delivered to the Trustee so removed and to the successor trustee. A copy of
such instrument shall be delivered to the Certificateholders by the successor
trustee.

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 5.08 hereof.


                                      32
<PAGE>

         Section 5.08. Successor Trustee. Any successor trustee
appointed as provided in Section 5.07 hereof shall execute, acknowledge and
deliver to each of the Depositor, the Certificateholders and its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee
herein. The predecessor trustee shall deliver to the successor trustee the
Underlying Securities, the Class T Certificate, and all related documents and
statements held by it hereunder, and the Depositor and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all the rights, powers, duties and obligations of the
Trustee under this Agreement.

         No successor trustee shall accept appointment as provided in this
Section 5.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 5.06 hereof.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 5.08, the successor trustee shall mail notice of the succession
of such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register.

         Section 5.09. Merger or Consolidation of Trustee. Any
corporation (or other Person) into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation (or other
Person) resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation (or other Person) succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation (or other
Person) shall be eligible under the provisions of Section 5.06 hereof, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.

         Section 5.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of any
Trust Fund or property securing the same may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of any Trust Fund,
and to vest in such Person or Persons, in such capacity, such title to the
related Trust Fund, or any part thereof, and, subject to the other provisions
of this Section 5.10, such powers, duties, obligations, rights and trusts as
the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
5.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 5.08
hereof.




                                      33
<PAGE>

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

                      (i) All rights, powers, duties and obligations conferred
         or imposed upon the Trustee shall be conferred or imposed upon and
         exercised or performed by the Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee or
         co-trustee is not authorized to act separately without the 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
         (as Trustee hereunder), the 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
         related Trust Fund or any portion thereof in any such jurisdiction)
         shall be exercised and performed singly by such separate trustee or
         co-trustee, but solely at the direction of the Trustee;

                     (ii) No trustee hereunder shall be held personally liable
         by reason of any act or omission of any other trustee hereunder; and

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

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article V. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the 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 Trustee. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Depositor.

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

         Section 5.11. Trustee's Fees and Expenses.  The Trustee
acknowledges that it will hold the Class T Certificate as compensation for all
services rendered by it in the execution of the trusts hereby created and in
the exercise and performance of any of the powers and duties hereunder. In the
event of the resignation or removal of the Trustee pursuant to the terms of
this Agreement, such Trustee will deliver the Class T Certificate to the
successor trustee as compensation to the successor trustee.



                                      34
<PAGE>

         Section 5.12. Limitation of Liability. The Certificates are
executed and countersigned by the Trustee, not in its individual capacity but
solely as Trustee of the trust created by this Agreement, in the exercise of
the powers and authority conferred and vested in it by this Agreement. Each of
the undertakings and agreements made on the part of the Trustee on behalf of
the Trust Fund in the Certificates is made and intended not as a personal
undertaking or agreement by the Trustee but is made and intended for the
purpose of binding only the Trust Fund.



                                      35
<PAGE>



                                  ARTICLE VI

                                 THE DEPOSITOR

         Section 6.01. Liability of the Depositor. The Depositor shall be
liable in accordance herewith only to the extent of the obligations
specifically imposed upon and undertaken by the Depositor herein.

         Section 6.02. Merger, Consolidation or Conversion of the Depositor.
Subject to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of one of the
states of the United States, and will obtain and preserve its qualification to
do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement and the Certificates and to perform its
duties under this Agreement.

         The Depositor may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets to any Person, in which
case any Person resulting from any merger or consolidation to which the
Depositor shall be a party, or any Person succeeding to the business of the
Depositor, shall be the successor of the Depositor hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

         Section 6.03. Limitation on Liability of the Depositor and
Others. Neither the Depositor nor any of the directors, officers, employees or
agents of the Depositor shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of
any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor or any such Person against any breach of warranties or
representations made by it herein, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of reckless disregard of its
obligations and duties hereunder. The Depositor and any director, officer,
employee or agent of the Depositor may rely in good faith on any document of
any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor and any director,
officer, employee or agent of the Depositor shall be indemnified and held
harmless by the Trust Fund against any loss, liability or expense incurred in
connection with any legal action relating to the performance of its
obligations in accordance with the provisions of this Agreement or the
Certificates, other than any loss, liability or expense incurred by reason of
any breach of warranties or representations made herein, or willful
misfeasance, bad faith or negligence. The Depositor may in its discretion
undertake any such action which Holders of a Majority in Interest of each
Class of Regular Certificates may deem necessary or desirable with respect to
this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall
be expenses, costs and liabilities of the related Trust Fund, and the
Depositor shall be entitled to be reimbursed therefor from the Certificate
Account as provided in Section 3.03 hereof upon delivery to the Trustee of an
Officers' Certificate stating


                                      36
<PAGE>


the amount of such expenses, costs and liabilities and that such
expenses, costs and liabilities are reimbursable in accordance with this
Agreement.



                                      37
<PAGE>
                                  ARTICLE VII

                                  TERMINATION

         Section 7.01. Termination. (a) Subject to Section 7.02 hereof,
the respective obligations and responsibilities of the Depositor and the
Trustee created hereby with respect to the Certificates (other than the
obligation to make certain payments and to send certain notices to
Certificateholders as hereinafter set forth) shall terminate immediately upon
the occurrence of the last action required to be taken by the Trustee on the
Distribution Date pursuant to this Article VII following the earlier of (x)
the receipt of the final distribution to be made on the Underlying Securities
upon presentment and surrender of the Underlying Securities in accordance with
the terms and conditions of the related Underlying Agreements, or (y) the
purchase by the Depositor on any Distribution Date of the Underlying
Securities and other assets remaining in the Trust Fund at a price equal to
the greater of (A) the fair market value of the Certificates and (B) the
principal balance of the Underlying Securities plus, in each case, accrued and
unpaid interest on the Underlying Securities; provided, however, that in no
event shall the trust created hereby continue beyond the earlier of (i) the
expiration of twenty-one 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, living on the date hereof, and (ii) the Distribution
Date in February 20__. The right of the Depositor to purchase the Underlying
Securities pursuant to clause (y) above shall be conditioned upon the
aggregate principal balance of the Underlying Securities at the time of any
such repurchase equaling an amount less than 5% of the aggregate principal
balance thereof as of the Cut-off Date.

         (b)  Notice of the final distribution in respect of each Class
of Regular Certificates, specifying the Distribution Date upon which all
Holders of Certificates of such Class may surrender their Certificates to the
Trustee for payment and cancellation, shall be given by the Trustee to
Certificateholders as promptly as practicable following the notice of the
final distribution on the Underlying Securities. Such notice shall specify (i)
the Distribution Date upon which final payment on the related Certificates
will be made upon presentment and surrender of such Certificates at the office
or agency appointed by the Trustee for that purpose, (ii) the amount of any
such final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable and that payments shall be made only upon
presentation and surrender of such Certificates at the office or agency of the
Trustee therein specified. Upon presentment and surrender of the related
Certificates, the Trustee shall cause to be distributed to the related
Certificateholders an amount equal to the amount otherwise distributable on
such Distribution Date.

         (c)  Any funds not distributed on the final Distribution Date
for the related Class of Regular Certificates because of the failure of any
such Certificateholders to tender their Certificates shall be set aside and
held uninvested in trust for the account of the appropriate non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the final Distribution Date has been given
pursuant to this Section 7.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Trustee shall
mail a second notice to the remaining Certificateholders, at their


                                      38
<PAGE>

last addresses shown in the Certificate Register, to surrender their
Certificates for cancellation in order to receive, from such funds held, the
final distribution with respect thereto. If within one year after the second
notice any Certificate shall not have been surrendered for cancellation, the
Trustee shall, directly or through an agent, take reasonable steps to contact
the remaining Certificateholders concerning surrender of their Certificates.
The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. If
within two years any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Depositor all amounts distributable
to the Holders thereof and the Depositor shall thereafter hold such amounts
for the benefit of such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof in
accordance with this Section 7.01.

         Section 7.02. Additional Termination Requirements. (a) The
REMIC shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
which Opinion of Counsel shall not be an expense of the Trustee, to the effect
that the failure of the REMIC to comply with the requirements of this Section
7.02 will not (i) result in the imposition of taxes on "prohibited
transactions" of the REMIC as defined in section 860F of the Code, or (ii)
cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates relating thereto are outstanding:

                      (i) Within 90 days prior to the final Distribution Date
         for the REMIC set forth in the notice to Certificateholders given
         under Section 7.01, the Holder of the Residual Certificate shall
         adopt a plan of complete liquidation of the REMIC within the meaning
         of section 860F(a)(4) of the Code and shall prepare and shall deliver
         to the Trustee all documentation associated with such plan of
         complete liquidation; and

                      (ii) Within 90 days after the time of adoption of such a
         plan of complete liquidation and at or prior to the final
         Distribution Date, the Trustee shall, upon receipt of all
         documentation associated with such plan of complete liquidation, sell
         or otherwise dispose of all of the assets of the REMIC, in a time and
         manner specified by such plan of complete liquidation.

         (b)  By its acceptance of the Residual Certificate, the Holder
thereof hereby agrees to adopt such a plan of complete liquidation with
respect to the REMIC upon the written request of, and to take such other
action in connection therewith as may be reasonably requested by, the Trustee
or the Depositor.

         (c)  The Trustee as agent for the REMIC hereby agrees to adopt
and sign such a plan of complete liquidation upon the written request of the
Depositor and the receipt of the Opinion of Counsel referred to in Section
7.02(a) hereof, if applicable, and to take such other action in connection
therewith as may be reasonably requested by the Depositor.



                                      39
<PAGE>



                                 ARTICLE VIII

                           MISCELLANEOUS PROVISIONS

         Section 8.01. Amendment. This Agreement may be amended by the
Depositor and the Trustee, without the consent of any of the
Certificateholders, (i) to cure any error or ambiguity, (ii) to correct or
supplement any provision herein which may be defective or inconsistent with
any other provision herein, (iii) to permit any other provisions with respect
to matters or questions arising under this Agreement which are not
inconsistent with the provisions of this Agreement, (iv) to comply with the
Securities Act of 1933, as amended or the Investment Company Act of 1940, as
amended, (v) to amend any of the exhibits to this Agreement pursuant to the
terms of this Agreement or (vi) if such amendment is reasonably necessary, as
evidenced by an Opinion of Counsel, to comply with any requirements imposed by
the Code or any successor or amendatory statute or any temporary or final
regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any
proposed such action which, if made effective, would apply retroactively to
the Trust Fund at least from the effective date of such amendment; provided
that such action (except any amendment described in (vi) above) shall not
adversely affect in any material respect the interests of any
Certificateholder as evidenced by (x) an Opinion of Counsel to such effect,
which Opinion of Counsel shall not be an expense of the Trustee, delivered to
the Trustee or (y) letters from the Rating Agencies to the effect that the
amendment would not result in the downgrading or withdrawal of the ratings
then assigned to the Certificates.

         This Agreement may also be amended by the Depositor and the Trustee
with the consent of the holders of a Majority in Interest of each Class of
Certificates affected thereby 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 holders of Certificates;
provided, however, that no such amendment may (a) reduce in any manner the
amount of, or delay the timing of, distributions required to be made on any
Certificate without the consent of the holder of such Certificate, (b)
adversely affect in any material respect the interest of the holders of the
Certificates of any Class in a manner other than as described in clause (a)
above without the consent of the holders of Certificates of such Class
representing not less than 66% of the Percentage Interests represented by such
Class or (c) reduce the aforesaid percentages of Certificates the holders of
which are required to consent to any such amendment without the consent of the
holders of all Certificates then outstanding.

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have
first received at the expense of the Person requesting such amendment (or, in
the event such amendment is requested by the Trustee, at the expense of the
Depositor), an Opinion of Counsel to the effect that such amendment will not
cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are Outstanding.

         Promptly after the execution of any such amendment the Trustee shall
furnish a copy of the amendment or a statement describing it to each
Certificateholder.


                                      40
<PAGE>

         The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to such reasonable regulations as the Trustee may prescribe.

         Prior to executing any amendment, the 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.

         Section 8.02. Action Under and Conflicts with the Underlying
Agreements.  Subject to the terms hereof, in the event that there shall be
any matters arising under any of the Underlying Agreements which require the
vote or direction of the holders of the related Underlying Securities, the
Trustee, as holder of the Underlying Securities, shall vote each affected
Underlying Security in accordance with instructions received from Holders of a
Majority in Interest of the Classes of Regular Certificates. In the absence of
any the instructions, the Trustee shall not vote the Underlying Securities;
provided, however, that notwithstanding the absence of such instructions, in
the event a required distribution pursuant to any of the Underlying Agreements
shall not have been made, the Trustee shall, subject to the provisions of
Article V hereof, pursue such remedies as may be available to it as holder of
the Underlying Securities in accordance with the terms of the Underlying
Agreements.

         Section 8.03. Recordation of Agreement. This Agreement (or
an abstract hereof, if acceptable by the applicable recording office) is
subject to recordation in all appropriate public offices, such recordation to
be effected by the Depositor at its expense if such recordation beneficially
affects the interests of the Certificateholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one
and the same instrument.

         Section 8.04. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement, or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of
the Trust Fund, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them.

         No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken by the parties to this Agreement pursuant to any provision
hereof.

         No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this




                                      41
<PAGE>

Agreement, unless such Holder previously shall have given to the
Trustee a notice of a default by the Depositor or the Trustee in the
performance of any obligation hereunder, and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
Percentage Interests in each Class of Regular Certificates aggregating at
least 25% shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit
or proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner herein provided.
For the protection and enforcement of the provisions of this Section, each and
every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

         Section 8.05. Governing Law. THIS AGREEMENT AND THE CERTIFICATES SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

         Section 8.06. Notices. All demands, notices and direction to either
party hereunder shall be in writing and shall be deemed effective when
delivered to: (i) in the case of the Depositor, [Greenwich Capital Acceptance,
Inc.] [Financial Asset Securities Corp.], 600 Steamboat Road, Greenwich,
Connecticut 06830, Attention: Structured Finance, and a copy to [Greenwich
Capital Acceptance, Inc.] [Financial Asset Securities Corp.], 600 Steamboat
Road, Greenwich, Connecticut 06830, Attention: General Counsel, (ii) in the
case of the Trustee, ______________________________________________________
_________________, Attn: Corporate Trust Administration, or such other address
as may hereafter be furnished by any party to the others. Any notice required
or permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register; any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or
not the Certificateholder receives such notice.

         Section 8.07. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of
the Certificates or the rights of the Holders thereof.



                                      42
<PAGE>

         Section 8.08. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto, and all such provisions shall
inure to the benefit of the Certificateholders.

         Section 8.09. Article and Section Headings. The article and section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

         Section 8.10. Certificates Nonassessable and Fully Paid. It is the
intention of this Agreement that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the beneficial ownership
interests represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust Fund or for any reason whatsoever, and that
Certificates upon execution, countersignature and delivery thereof by the
Trustee pursuant to Section 2.04 hereof are and shall be deemed fully paid.




                                     * * *



                                      43
<PAGE>


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

                                   [GREENWICH CAPITAL ACCEPTANCE, INC.]
                                   [FINANCIAL ASSET SECURITIES CORP.],
                                        as Depositor


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


                                   [________________________________________],
                                        not in its individual capacity,
                                        but solely as Trustee



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






<PAGE>
<TABLE>
<CAPTION>

                                  SCHEDULE I


          SCHEDULE OF UNDERLYING SECURITIES AND UNDERLYING AGREEMENTS


                                                             PERCENTAGE INTEREST
                                PRINCIPAL BALANCES AS        INCLUDED IN THE TRUST
UNDERLYING SECURITIES           OF _________ __, 200_        (Approximate)                UNDERLYING AGREEMENTS
----------------------------   ------------------------      -------------------------    ----------------------
<S>                            <C>                           <C>                          <C>





</TABLE>


                                     I-1
<PAGE>
                                                                EXHIBIT A

[FORM OF CLASS [A-1] [A-2] [A-3] [A-4] [A-5] [A-6] [A-7] [A-8] [A-9]
CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

BY ACCEPTING THIS CERTIFICATE, A TRANSFEREE SHALL BE DEEMED TO HAVE
REPRESENTED TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, NOR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, NOR IS SUCH
TRANSFEREE ACQUIRING THIS CERTIFICATE ON BEHALF OF OR WITH THE ASSETS OF A
PLAN.

Certificate No.:                                     ____

First Distribution Date:                             _________________

Closing Date Principal
Balance evidenced
by this Certificate
("Denomination"):                                    $____________

Closing Date Principal
Balances evidenced
by all Class [A-1] [A-2]
[A-3] [A-4] [A-5] [A-6] [A-7] [A-8] [A-9]
Certificates:                                        $_________________



                     [GREENWICH CAPITAL ACCEPTANCE, INC.]
                      [FINANCIAL ASSET SECURITIES CORP.]
                RESECURITIZATION MORTGAGE TRUST, SERIES 200_-_,
          CLASS [A-1] [A-2] [A-3] [A-4] [A-5] [A-6] [A-7] [A-8] [A-9]

         evidencing a percentage interest in the distributions allocable to
         the Class [A-1] [A-2] [A-3] [A-4] [A-5] [A-6] [A-7] [A-8] [A-9]
         Certificates with respect to the Trust Fund consisting of the
         Underlying Securities

 [Greenwich Capital Acceptance, Inc.] [Financial Asset Securities Corp.],
 as Depositor


         This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by [Greenwich Capital Acceptance, Inc.] [Financial
Asset Securities Corp.] or the




                                     A-1
<PAGE>

Trustee referred to below or any of their respective affiliates. Neither this
Certificate nor the Underlying Securities are guaranteed or insured by any
governmental agency or instrumentality.

         This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the denomination of this Certificate by the aggregate of the
denominations of all Class [A-1] [A-2] [A-3] [A-4] [A-5] [A-6] [A-7] [A-8]
[A-9] Certificates) in certain monthly distributions with respect to the Trust
Fund consisting of the Underlying Securities and deposited by [Greenwich
Capital Acceptance, Inc.] [Financial Asset Securities Corp.] (the
"Depositor"). The Trust Fund was created pursuant to a Trust Agreement dated
as of _________ 1, 200_ (the "Trust Agreement") between the Depositor and
[___________________________], as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned
in the Trust Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Trust Agreement, a distribution of
interest received on the Underlying Securities will be made on the 19th day of
each calendar month or if such 19th day is not a Business Day, on the first
Business Day following such 19th day (a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record
Date in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to Holders of Class
[A-1] [A-2] [A-3] [A-4] [A-5] [A-6] [A-7] [A-8] [A-9] Certificates on such
Distribution Date pursuant to Section 3.04 of the Trust Agreement. The Record
Date applicable to the first Distribution Date is the Closing Date and as to
each succeeding Distribution Date is the last Business Day of the month next
preceding the month of such Distribution Date.

         Distributions to any Certificateholder on any Distribution Date shall
be made by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor. Except as otherwise provided in the Trust Agreement, the final
distribution on this Certificate will be made in the applicable manner
described above, but only upon presentment and surrender of this Certificate
at the Corporate Trust Office or such other location specified in the notice
to Certificateholders of such final distribution.

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

                                   * * * * *


                                     A-2
<PAGE>


         This Class [A-1] [A-2] [A-3] [A-4] [A-5] [A-6] [A-7] [A-8] [A-9]
Certificate shall not be entitled to any benefit under the Trust Agreement or
be valid for any purpose unless manually countersigned by an authorized
officer of the Trustee.

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:  ____________, 200_

                                           [___________________________],
                                            not in its individual
                                            capacity but solely as
                                            Trustee


                                           By ___________________________

Countersigned:



By ___________________________
         Authorized Officer of
         [________________________],
         not in its individual
         capacity but solely
         as Trustee

                                     A-3
<PAGE>
                                                                EXHIBIT B

                         [FORM OF CLASS T CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED TO ANY
PERSON OTHER THAN A SUCCESSOR TRUSTEE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.02 OF THE TRUST AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING
ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS
CERTIFICATE TO OR ON BEHALF OF AN PERSON OTHER THAN A SUCCESSOR TRUSTEE SHALL
BE NULL AND VOID AND OF NO EFFECT.

Certificate No.:                             ____

First Distribution Date:                             _________________

Closing Date Principal
Balance evidenced
by this Certificate
("Denomination"):                            $____________


                     [GREENWICH CAPITAL ACCEPTANCE, INC.]
                      [FINANCIAL ASSET SECURITIES CORP.]
                RESECURITIZATION MORTGAGE TRUST, SERIES 200_-_,
                                    CLASS T

         evidencing a percentage interest in the distributions allocable to
         the Class T Certificate with respect to the Trust Fund consisting of
         the Underlying Securities

         [Greenwich Capital Acceptance, Inc.] [Financial Asset Securities
         Corp.], as Depositor

         This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by [Greenwich Capital Acceptance, Inc.] [Financial
Asset Securities Corp.] or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Underlying Securities
are guaranteed or insured by any governmental agency or instrumentality.

         This certifies that [________________________] is the registered
owner of 100% of the Percentage Interest evidenced by this Certificate
(obtained by dividing the denomination of this Certificate by the aggregate of
the denominations of all Class Certificates) in certain monthly


                                     B-1
<PAGE>

distributions with respect to the Trust Fund consisting of the Underlying
Securities and deposited by [Greenwich Capital Acceptance, Inc.] [Financial
Asset Securities Corp.] (the "Depositor"). The Trust Fund was created pursuant
to a Trust Agreement dated as of ________ 1, 200_ (the "Trust Agreement")
between the Depositor and [___________________________], as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Trust Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Trust Agreement, a distribution of
interest received on the Underlying Securities will be made on the 19th day of
each calendar month or if such 19th day is not a Business Day, on the first
Business Day following such 19th day (a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record
Date in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to Holders of the
Class T Certificate on such Distribution Date pursuant to Section 3.04 of the
Trust Agreement. The Record Date applicable to the first Distribution Date is
the Closing Date and as to each succeeding Distribution Date is the last
Business Day of the month next preceding the month of such Distribution Date.

         Distributions to any Certificateholder on any Distribution Date shall
be made by wire transfer of immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor. Except as otherwise provided in the Trust Agreement, the final
distribution on this Certificate will be made in the applicable manner
described above, but only upon presentment and surrender of this Certificate
at the Corporate Trust Office or such other location specified in the notice
to Certificateholders of such final distribution.

         No Transfer of the Class T Certificate shall be made to any Person
other than a successor trustee under the Trust Agreement. Notwithstanding
anything else to the contrary herein, any purported Transfer of the Class T
Certificate to or on behalf of a Person other than a successor trustee shall
be null and void and of no effect.

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

                                   * * * * *


                                     B-2
<PAGE>


         This Class T Certificate shall not be entitled to any benefit under
the Trust Agreement or be valid for any purpose unless manually countersigned
by an authorized officer of the Trustee.

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:  ____________, 200_

                                         [_________________________________],
                                          not in its individual
                                          capacity but solely as
                                          Trustee


                                         By ___________________________

Countersigned:



By ___________________________
Authorized Officer of
[____________________________________],
 not in its individual
 capacity but solely
 as Trustee


                                     B-3
<PAGE>
                                                                   EXHIBIT C


                        [FORM OF CLASS A-R CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

BY ACCEPTING THIS CERTIFICATE, A TRANSFEREE SHALL BE DEEMED TO HAVE
REPRESENTED TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, NOR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, NOR IS SUCH
TRANSFEREE ACQUIRING THIS CERTIFICATE ON BEHALF OF OR WITH THE ASSETS OF A
PLAN.

[THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON CLASS A-R CERTIFICATE"
ISSUED UNDER THE TRUST AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED
TO ANY PERSON.]

Certificate No.:                        ______

First Distribution Date:                                 _________________

Closing Date Principal
Balance evidenced
by this Certificate
("Denomination"):                      $____________


                     [GREENWICH CAPITAL ACCEPTANCE, INC.]
                      [FINANCIAL ASSET SECURITIES CORP.]
                RESECURITIZATION MORTGAGE TRUST, SERIES 200_-_,
                                   CLASS A-R

         evidencing a percentage interest in the distributions allocable to
         the Class A-R Certificate with respect to the Trust Fund consisting
         of the Underlying Securities

        [Greenwich Capital Acceptance, Inc.] [Financial Asset Securities Corp.],
        as Depositor


         This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by [Greenwich Capital Acceptance, Inc.] [Financial
Asset Securities Corp.] or the


                                     C-1
<PAGE>

Trustee referred to below or any of their respective affiliates.
Neither this Certificate nor the Underlying Securities are guaranteed or
insured by any governmental agency or instrumentality.

         This certifies that _______________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in certain
monthly distributions with respect to the portion of the Trust Fund consisting
of the Underlying Securities and deposited by [Greenwich Capital Acceptance,
Inc.] [Financial Asset Securities Corp.] (the "Depositor"). The Trust Fund was
created pursuant to a Trust Agreement dated as of _________ 1, 200_ (the
"Trust Agreement") between the Depositor and [________________________], as
trustee (the "Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Trust Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Trust Agreement, a distribution received
on the Underlying Securities will be made on the 19th day of each calendar
month or if such 19th day is not a Business Day, on the first Business Day
following such 19th day (a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record
Date in an amount equal to the product of the Percentage Interest evidenced by
this Certificate and the amount required to be distributed to Holders of the
Class A-R Certificate on such Distribution Date pursuant to Section 3.04 of
the Trust Agreement. The Record Date applicable to the first Distribution Date
is the Closing Date and as to each succeeding Distribution Date is the last
Business Day of the month next preceding the month of such Distribution Date.

         Except as otherwise provided in the Trust Agreement, the distribution
of the proceeds of any remaining assets of the Trust Fund on this Certificate
shall be made by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor.

         No Transfer of a Class A-R Certificate shall be made unless the
Trustee shall have received (i) a representation letter from the transferee of
a Class A-R Certificate in form and substance satisfactory to the Trustee that
such transferee is not an employee benefit plan subject to Section 406 of
ERISA or a plan subject to Section 4975 of the Code, nor a Person acting on
behalf of any such plan or using the assets of any such plan to effect such
Transfer or (ii) in the case of any such Class A-R Certificate presented for
registration in the name of an employee benefit plan subject to ERISA or a
plan subject to Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any Person acting on
behalf of any such plan or using the assets of any such plan to effect such
Transfer, an Opinion of Counsel to the effect that the purchase or holding of
such Class A-R Certificate will not result in the assets of REMIC I being
deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA and the Code and will not subject the Trustee to any
obligation in addition to those expressly undertaken in the Trust Agreement.
Notwithstanding anything else to the contrary herein, any purported Transfer
of a Certificate to or on behalf of an employee


                                     C-2
<PAGE>

benefit plan subject to ERISA or a plan subject to Section 4975 of
the Code without the delivery to the Trustee of an Opinion of Counsel, which
shall not be an expense of the Depositor or the Trustee, satisfactory to the
Trustee as described above shall be null and void and of no effect.

         Each Holder of this Class A-R Certificate shall be deemed to have
agreed to be bound by the restrictions that (i) each person holding or
acquiring any Ownership Interest in this Class A-R Certificate must be a
Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate
may be transferred without delivery to the Trustee of (a) a Transfer Affidavit
of the proposed transferee and (b) a Transfer certificate of the transferor,
each of such documents to be in the form described in the Trust Agreement,
(iii) each person holding or acquiring any Ownership Interest in this Class
A-R Certificate must agree to require a Transfer Affidavit and to deliver a
Transferor Affidavit to the Trustee as required pursuant to the Trust
Agreement, (iv) any attempted or purported Transfer of any Ownership Interest
in this Class A-R Certificate in violation of such restrictions will be
absolutely null and void and shall vest no rights in the purported transferee,
and (v) if any person other than a Permitted Transferee acquires any Ownership
Interest in this Class A-R Certificate in violation of such restrictions, then
the Trustee will have the right, in its sole discretion and without notice to
the Holder of this Class A-R Certificate, to sell this Class A-R Certificate
to a purchaser selected by the Trustee, which purchaser may be the Trustee, or
any affiliate of the Trustee, on such terms and conditions as the Trustee may
choose.

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

                                   * * * * *




                                     C-3
<PAGE>


         This Class A-R Certificate shall not be entitled to any benefit under
the Trust Agreement or be valid for any purpose unless manually countersigned
by an authorized officer of the Trustee.

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:  ____________, 200_

                                        [___________________________],
                                         not in its individual
                                         capacity but solely as
                                         Trustee


                                        By ___________________________
Countersigned:



By ___________________________
     Authorized Officer of
     [_____________________________],
      not in its individual
      capacity but solely
      as Trustee




                                     C-4
<PAGE>
                                                               EXHIBIT D


                       [Form of Reverse of Certificate]

                     [GREENWICH CAPITAL ACCEPTANCE, INC.]
                      [FINANCIAL ASSET SECURITIES CORP.]
                RESECURITIZATION MORTGAGE TRUST, SERIES 200_-_

         This Certificate is one of a duly authorized issue of Certificates
designated as Greenwich Capital Acceptance, Inc. Securitization Trust, Series
200_-_ issued in eleven Classes (Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class T and Class A-R,
herein collectively called the "Certificates"), and representing a beneficial
ownership interest in (i) the Underlying Securities, (ii) the distributions
thereon on and after the Underlying Remittance Date in ________ 200_, and
(iii) the Certificate Account and such assets that are deposited therein from
time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto.

         The Certificates are limited in right of payment to certain
distributions in respect of the Underlying Securities, all as more
specifically set forth in the Trust Agreement. The Certificateholder, by its
acceptance of this Certificate, agrees that it will look solely to the funds
on deposit in the Certificate Account for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Trust Agreement or, except as expressly provided in
the Trust Agreement, subject to any liability under the Trust Agreement.

         This Certificate does not purport to summarize the Trust Agreement
and reference is made to the Trust Agreement for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Trustee.

         The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Trustee with the consent
of the Holders of a Majority in Interest of each Class of Certificates
affected thereby. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the Transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of any of the Certificates.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the Transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Trustee in
New York, New York, accompanied by a written instrument of transfer in form


                                     D-1
<PAGE>

satisfactory to the Trustee executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of the same Class in
authorized denominations and evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Depositor, the Trustee nor
any such agent shall be affected by any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement
and the Trust Fund created thereby shall terminate upon the occurrence of the
last action required to be taken by the Trustee pursuant to the Trust
Agreement following the receipt of the final distribution to be made on the
Underlying Securities upon presentation and surrender of the Underlying
Securities in accordance with the terms and conditions of the related
Underlying Agreements.



                                     D-2
<PAGE>
                                  ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto __________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(Please print or typewrite name and address including postal zip code
of assignee)

the Percentage Interest evidenced by the within Pass-Through Certificate and
hereby authorizes the transfer of registration of such Interest to assignee on
the Certificate Register of the Trust Fund.

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:


-----------------------------------------------------------------------------

Dated:
                               ------------------------------------------
                               Signature by or on behalf of assignor






                           DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of
distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
______________________________________________________________________________,
for the account of ___________________________________________________________,
account number _______________, or, if mailed by check, to ___________________.
Applicable statements should be mailed to ____________________________________
______________________________________________________________________________.

         This information is provided by _____________________________________,
the assignee named above, or _________________________________________________,
as its agent.



                                     D-3
<PAGE>



STATE OF                  )
                          )   ss.:
COUNTY OF                 )


                  On the __th day of _________, 20__ before me, a notary
public in and for said State, personally appeared ______________ __________,
known to me who, being by me duly sworn, did depose and say that he executed
the foregoing instrument.


                                        ------------------------------
                                                Notary Public


[Notarial Seal]



                                     D-4
<PAGE>


                                                                    EXHIBIT E


                       [FORM OF TRANSFEROR'S AFFIDAVIT]

                                                 Date:

[Greenwich Capital Acceptance, Inc.]
[Financial Asset Securities Corp.]
600 Steamboat Road
Greenwich, Connecticut 06830

[Trustee's Name]
[Trustee's Address]

                  Re:    [Greenwich Capital Acceptance, Inc.]
                         [Financial Asset Securities Corp.]
                         Resecuritization Mortgage Trust, Series 200_-_

Ladies and Gentlemen:

         In connection with our disposition of the Class A-R Certificate
issued pursuant to the Trust Agreement dated as of ________ 1, 200_ (the
"Agreement") between [Greenwich Capital Acceptance, Inc.] [Financial Asset
Securities Corp.], as depositor and [____________________________], as
trustee, relating to the [Greenwich Capital Acceptance, Inc.] [Financial Asset
Securities Corp.] Resecuritization Mortgage Trust, Series 200_-_, we certify
that we have no actual knowledge that the transferee is not a Permitted
Transferee. All capitalized terms used herein shall have the meaning given
them in the Agreement.

                                         Very truly yours,

                                         ----------------------------
                                             Name of Transferor


                                         By:  ________________________
                                         Name:  ______________________
                                         Title:  _______________________







                                     E-1
<PAGE>

                                                               EXHIBIT F


                      [FORM OF TRANSFER AFFIDAVIT FOR THE
                            CLASS A-R CERTIFICATE]




                                             AFFIDAVIT PURSUANT TO
                                             SECTION 860E(e)(4) OF THE
                                             INTERNAL REVENUE CODE OF
                                             1986, AS AMENDED

STATE OF _______________  )
                          )  ss.:
COUNTY OF _____________   )

                  __________________________, being first duly sworn, deposes
and says:

                  1. The undersigned is an officer of
              ___________________________ , the proposed Transferee of an
              Ownership Interest in the Class A-R Certificate (the
              "Certificate") issued pursuant to the Trust Agreement, (the
              "Agreement"), relating to the above-referenced Series, by and
              between [Greenwich Capital Acceptance, Inc.] [Financial Asset
              Securities Corp.], as depositor (the "Depositor") and
              [___________________________], as Trustee. Capitalized terms
              used, but not defined herein or in Exhibit 1 hereto, shall have
              the meanings ascribed to such terms in the Agreement. The
              Transferee has authorized the undersigned to make this affidavit
              on behalf of the Transferee.

                  2.  That the Purchaser's Taxpayer Identification Number is __
              _______________.

                  3. That the Purchaser is not a "disqualified organization"
              within the meaning of Section 860E(e)(5) of the Internal Revenue
              code of 1986, as amended (the "Code"), or an ERISA Prohibited
              Holder, and will not be a "disqualified organization" as of
              [date of transfer], and that the purchaser is not acquiring the
              Resecuritization Mortgage Trust, Series 200_-_, Class A-R
              Certificate (the "Residual Certificate") for the account of, or
              as agent (including as a broker, nominee, or other middleman)
              for, any person or entity from which it has not received an
              affidavit substantially in the form of this affidavit. For these
              purposes, a "disqualified organization" means the United States,
              any state or political subdivision thereof, any foreign
              government, any international organization, any agency or
              instrumentality if all of its activities are subject to tax and
              a majority of its board of directors is not selected by such
              governmental entity), any cooperative organization furnishing
              electric energy or providing telephone service to persons in
              rural areas as described in Code Section


                                     F-1
<PAGE>

              1381(a)(2)(C), or any organization (other than a farmers'
              cooperative described in Code Section 521) that is exempt from
              federal income tax unless such organization (other than a
              farmers' cooperative described in Code Section 521) that is
              exempt from federal income tax unless such organization is
              subject to the tax on unrelated business income imposed by Code
              Section 511. For these purposes, an "ERISA Prohibited Holder"
              means an employee benefit plan subject to the fiduciary
              provisions of the Employee Retirement Income Security Act of
              1974, as amended ("ERISA"), and/or Code Section 4975 or any
              governmental plan, as defined in Section 3(32) of ERISA, subject
              to any federal, state or local law which is, to a material
              extent, similar to the foregoing provisions of ERISA or the
              Code (collectively, a "Plan") or a Person investing the assets
              of such a Plan.

                  4. That the Purchaser historically has paid its debts as
              they have come due and intends to pay its debts as they come due
              in the future and the Purchaser intends to pay taxes associated
              with holding the Residual Certificate as it becomes due.

                  5. That the Purchaser understands that it may incur tax
              liabilities with respect to the Residual Certificate in excess
              of cash flow generated by the Residual Certificate.

                  6. That the Purchaser will not transfer the Residual
              Certificate to any person or entity from which the Purchaser has
              not received an affidavit substantially in the form of this
              affidavit and as to which the Purchaser has actual knowledge
              that the requirements set forth in paragraphs 3, 4 or 7 hereof
              are not satisfied or that the Purchaser knows or has reason to
              know does not satisfy the requirements set forth in paragraph 4
              hereof.

                  7. That the Purchaser (i) is not a Non-U.S. Person or (ii)
              is a Non-U.S. Person that holds the Residual Certificate in
              connection with the conduct of a trade or business within the
              United States and has furnished the transferor and the Trustee
              with an effective Internal Revenue Service Form 4224 or (iii) is
              a Non-U.S. Person that has delivered to both the transferor and
              the Trustee an opinion of a nationally recognized tax counsel to
              the effect that the transfer of the Residual Certificate to it
              is in accordance with the requirements of the Code and the
              regulations promulgated thereunder and that such transfer of the
              Residual Certificate will not be disregarded for federal income
              tax purposes. "Non-U.S. Person" means an individual,
              corporation, partnership or other person other than a citizen or
              resident of the United States, a corporation or partnership
              (including an entity treated as a corporation or partnership for
              U.S. federal income tax purposes) created or organized in or
              under the laws of the United States, any state thereof or the
              District of Columbia (except, in the case of a partnership,
              Treasury regulations are adopted that provide otherwise), 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 of the
              administration of the trust and one or more United States
              persons have the authority to control all substantial decisions
              of the trust.

                                     F-2
<PAGE>

                  8. That the Purchaser agrees to such amendments of the Trust
              Agreement as may be required to further effectuate the
              restrictions on transfer of the Residual Certificate to such a
              "disqualified organization," an agent thereof or a person that
              does not satisfy the requirements of paragraphs 4, 5 and 7
              hereof.

                  9. That, if a "tax matters person" is required to be
              designated with respect to the REMIC, the Purchaser agrees to
              act as "tax matters person" and to perform the functions of "tax
              matters partner" of the REMIC pursuant to Section 2.04(c) of the
              Trust Agreement, and agrees to designate the Trustee as the
              Purchaser's agent in performing the functions of "tax matters
              person" and "tax matters partner."


                                     F-3
<PAGE>


         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its ___________________ this __th day of ______________, 200_.


                                         [Name of Purchaser]


                                         By:________________________________
                                       Name:
                                         Title:


         Personally appeared before me the above-named ________________, known
or proved to me to be the same person who executed the foregoing instrument
and to be the __________________ of the Purchaser, and acknowledged to me that
he executed the same as his free act and deed and the free act and deed of the
Purchaser.

         Subscribed and sworn before me this ___th day of _____________, 200_.


                                               ----------------------------
                                               Notary Public

                                               Count of ____________________

                                               State of _____________________

                                               My Commission expires the ____
                                               day of ______________, 200_


                                     F-4
<PAGE>

                                                             EXHIBIT 1
                                                             to EXHIBIT F


                              Certain Definitions


         "Ownership Interest": As to any Certificate, any ownership interest
in such Certificate, including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial, as owner or pledgee.

         "Permitted Transferee": (i) the United States, any State or political
subdivision thereof, or any agency or instrumentality of any of the foregoing,
(ii) a foreign government, International Organization or any agency or
instrumentality of either of the foregoing, (iii) an organization (except
certain farmers' cooperatives described in section 521 of the Code) which is
exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by
section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in section 860E(c)(l) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in section 1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or
resident of the United States, a corporation or partnership (including an
entity treated as a corporation or partnership for U.S. federal income tax
purposes) created or organized in or under the laws of the United States, any
State thereof or the District of Columbia (except, in the case of a
partnership, Treasury regulations are adopted that provide otherwise), an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States,
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 United States
persons have the authority to control all substantial decisions of the trust
unless such Person has furnished the transferor and the Trustee with a duly
completed Internal Revenue Service Form 4224 or any applicable successor form,
and (vi) any other Person so designated by the Depositor based upon an Opinion
of Counsel that the Transfer of an Ownership Interest in the Class A-R
Certificate to such Person may cause the REMIC hereunder to fail to qualify as
a REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.

         "Person": Any individual, corporation, partnership, limited
partnership, joint venture, bank, limited liability company, association,
joint-stock company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.


                                     F-5
<PAGE>

         "Transfer": Any transfer, sale, pledge, hypothecation or other form
of assignment of any Ownership Interest in a Certificate.

         "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.


                                     F-6
<PAGE>

                                                                EXHIBIT 2
                                                                to EXHIBIT F


                   Sections 4.03(e) and (f) of the Agreement

         (e)  Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trustee or its
designee under clause (iii)(A) below to deliver payments to a Person other
than such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of Transfer and to do all other
things necessary in connection with any such sale. The rights of each Person
acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:

                  (A)      Each Person holding or acquiring any
                           Ownership Interest in a Residual Certificate shall
                           be a Permitted Transferee and shall promptly notify
                           the Trustee of any change or impending change in
                           its status as a Permitted Transferee.

                  (B)      In connection with any proposed Transfer of any
                           Ownership Interest in a Residual Certificate, the
                           Trustee shall require delivery to it, and shall not
                           register the Transfer of any Residual Certificate
                           until its receipt of a Transfer Affidavit from the
                           proposed Transferee, in form and substance
                           satisfactory to the Trustee, representing and
                           warranting, among other things, that such
                           Transferee is a Permitted Transferee, that it is
                           not acquiring its Ownership Interest in the
                           Residual Certificate that is the subject of the
                           proposed Transfer as a nominee, trustee or agent
                           for any Person that is not a Permitted Transferee,
                           that for so long as it retains its Ownership
                           Interest in a Residual Certificate, it will
                           endeavor to remain a Permitted Transferee, and that
                           it has reviewed the provisions of this Section
                           4.02(e) and agrees to be bound by them.

                  (C)      Notwithstanding the delivery of a Transfer
                           Affidavit by a proposed Transferee under clause (B)
                           above, if a Responsible Officer of the Trustee who
                           is assigned to this transaction has actual
                           knowledge that the proposed Transferee is not a
                           Permitted Transferee, no Transfer of an Ownership
                           Interest in a Residual Certificate to such proposed
                           Transferee shall be effected.

                  (D)      Each Person holding or acquiring any
                           Ownership Interest in a Residual Certificate shall
                           agree (x) to require a Transfer Affidavit from any
                           other Person to whom such Person attempts to
                           transfer its Ownership Interest in a Residual
                           Certificate and (y) not to transfer its Ownership
                           Interest unless it provides a Transferor Affidavit
                           to the Trustee stating that, among other


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<PAGE>

                           things, it has no actual knowledge that such other
                           Person is not a Permitted Transferee.

                  (E)      Each Person holding or acquiring an
                           Ownership Interest in a Residual Certificate, by
                           purchasing an Ownership Interest in such
                           Certificate, agrees to give the Trustee written
                           notice that it is a "pass-through interest holder"
                           within the meaning of temporary Treasury regulation
                           Section 1.67-3T(a)(2)(i)(A) immediately upon
                           acquiring an Ownership Interest in a Residual
                           Certificate, if it is, or is holding an Ownership
                           Interest in a Residual Certificate on behalf of, a
                           "pass-through interest holder."

                  (ii) The Trustee will register the Transfer of any Residual
                  Certificate only if it shall have received the Transfer
                  Affidavit and all of such other documents as shall have
                  been reasonably required by the Trustee as a
                  condition to such registration. In addition, no Transfer of
                  a Residual Certificate shall be made unless the Trustee
                  shall have received a representation letter from the
                  Transferee of such Certificate to the effect that such
                  Transferee is a Permitted Transferee.

                  (iii)(A) If any purported Transferee shall become a Holder
                  of a Residual Certificate in violation of the provisions
                  of this Section 4.02(e), then the last preceding Permitted
                  Transferee shall be restored, to the extent permitted by
                  law, to all rights as holder thereof retroactive to the
                  date of registration of such Transfer of such Residual
                  Certificate. The Trustee shall be under no liability to
                  any Person for any registration of Transfer of
                  a Residual Certificate that is in fact not permitted by this
                  Section 4.02(e) or for making any payments due on such
                  Certificate to the holder thereof or for taking any other
                  action with respect to such holder under the provisions of
                  this Agreement.

                    (B)  If any purported Transferee shall become a holder of
                         a Residual Certificate in violation of the
                         restrictions in this Section 4.02(e) and to the
                         extent that the retroactive restoration of the rights
                         of the holder of such Residual Certificate as
                         described in clause (iii)(A) above shall be invalid,
                         illegal or unenforceable, then the Trustee shall have
                         the right, without notice to the holder or any prior
                         holder of such Residual Certificate, to sell such
                         Residual Certificate to a purchaser selected by the
                         Trustee on such terms as the Trustee may choose. Such
                         purported Transferee shall promptly endorse and
                         deliver each Residual Certificate in accordance with
                         the instructions of the Trustee. Such purchaser may
                         be the Trustee itself or any affiliate of the
                         Trustee. The proceeds of such sale, net of the
                         commissions (which may include commissions payable to
                         the Trustee or its affiliates), expenses and taxes
                         due, if any, will be remitted by the Trustee to such
                         purported Transferee. The terms and conditions of any
                         sale under this clause (iii)(B) shall be


                                     F-8
<PAGE>


                         determined in the sole discretion of the Trustee, and
                         the Trustee shall not be liable to any Person having
                         an Ownership Interest in a Residual Certificate as a
                         result of its exercise of such discretion.

                  (iv)  The Trustee shall make available to the
                  Internal Revenue Service and those Persons specified by the
                  REMIC Provisions all information necessary to compute any
                  tax imposed (A) as a result of the Transfer of an Ownership
                  Interest in a Residual Certificate to any Person who is a
                  Disqualified Organization, including the information
                  described in Treasury regulations sections 1.860D-1(b)(5)
                  and 1.860E-2(a)(5) with respect to the "excess inclusions"
                  of such Residual Certificate and (B) as a result of any
                  regulated investment company, real estate investment trust,
                  common trust fund, partnership, trust, estate or
                  organization described in Section 1381 of the Code that
                  holds an Ownership Interest in a Residual Certificate having
                  as among its record holders at any time any Person which is
                  a Disqualified Organization. Reasonable compensation for
                  providing such information may be accepted by the Trustee.

                  (v)  The provisions of this Section 4.02(e) set forth prior
                  to this subsection (v) may be modified, added to or
                  eliminated, provided that there shall have been delivered to
                  the Trustee at the expense of the party seeking
                  to modify, add to or eliminate any such provision the
                  following:

                           (A)  written notification from each Rating
                  Agency to the effect that the modification, addition to or
                  elimination of such provisions will not cause such Rating
                  Agency to downgrade its then-current ratings of any Class of
                  Certificates; and

                           (B)  an Opinion of Counsel, in form and
                  substance satisfactory to the Trustee, to the effect that
                  such modification of, addition to or elimination of such
                  provisions will not cause the REMIC created hereunder to
                  cease to qualify as a REMIC and will not cause the REMIC
                  created hereunder to be subject to an entity-level tax
                  caused by the Transfer of any Residual Certificate to a
                  Person that is (x) not a Permitted Transferee or (y) a
                  Person other than the prospective transferee to be subject
                  to a REMIC-tax caused by the Transfer of a Residual
                  Certificate to a Person that is not a Permitted Transferee.

         (f)  The restrictions on Transfers of Residual Certificates
set forth in Section 4.02(e) hereof shall cease to apply to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which
Opinion of Counsel shall not be an expense of the Depositor or the Trustee, to
the effect that the elimination of such restrictions will not cause the Trust
Fund to fail to qualify as a REMIC at any time that the related Certificates
are outstanding.



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