EXHIBIT 4.1


                     FORM OF POOLING AND SERVICING AGREEMENT


                 STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
                                    DEPOSITOR

                               [NAME OF TRUSTEE],
                                     TRUSTEE

  [NAME OF MASTER SERVICER AND SECURITIES ADMINISTRATOR], MASTER SERVICER AND
                            SECURITIES ADMINISTRATOR

                                       and

               [NAME OF MORTGAGE LOAN SELLER] MORTGAGE LOAN SELLER

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

                         POOLING AND SERVICING AGREEMENT

                           Dated as of _______ 1 ,200_

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

                  Structured Asset Mortgage Investments II Inc.
            ______________ Trust, Mortgage Pass-Through Certificates

                                  Series 200_-_

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----

<S>                   <C>                                                                                       <C>
ARTICLE I Definitions                                                                                             2

ARTICLE II Conveyance of Mortgage Loans;  Original Issuance of Certificates                                      35

   Section 2.01       Conveyance of Mortgage Loans To Trustee....................................................35
   Section 2.02       Acceptance of Mortgage Loans by Trustee....................................................38
   Section 2.03       Assignment of Interest in the Mortgage Loan Purchase Agreement.............................41
   Section 2.04       Substitution of Mortgage Loans.............................................................42
   Section 2.05       Issuance of Certificates...................................................................43
   Section 2.06       Representations and Warranties Concerning the Depositor....................................43
   Section 2.07       Purposes and Powers of the Trust...........................................................44

ARTICLE III Administration and Servicing of Mortgage Loans                                                       45

   Section 3.01       Master Servicer............................................................................45
   Section 3.02       REMIC-Related Covenants....................................................................46
   Section 3.03       Monitoring of Servicers....................................................................46
   Section 3.04       Fidelity Bond..............................................................................48
   Section 3.05       Power to Act; Procedures...................................................................48
   Section 3.06       Due-on-Sale Clauses; Assumption Agreements.................................................49
   Section 3.07       Release of Mortgage Files..................................................................49
   Section 3.08       Documents, Records and Funds in Possession of Master Servicer to be Held for Trustee.......50
   Section 3.09       Standard Hazard Insurance and Flood Insurance Policies.....................................50
   Section 3.10       Presentment of Claims and Collection of Proceeds...........................................51
   Section 3.11       Maintenance of the Primary Mortgage Insurance Policies.....................................51
   Section 3.12       Trustee to Retain Possession of Certain Insurance Policies and Documents...................52
   Section 3.13       Realization Upon Defaulted Mortgage Loans..................................................52
   Section 3.14       Compensation for the Master Servicer.......................................................52
   Section 3.15       REO Property...............................................................................53
   Section 3.16       Annual Statement as to Compliance..........................................................53
   Section 3.17       Assessments of Compliance and Attestation Reports..........................................54
   Section 3.18       [Reserved].................................................................................55
   Section 3.19       Payment to Mortgage Loan Depositor.........................................................55
   Section 3.20       UCC........................................................................................56
   Section 3.21       Optional Purchase of Defaulted Mortgage Loans..............................................56
   Section 3.22       Surety Bond................................................................................56
   Section 3.23       Books and Records..........................................................................57

ARTICLE IV Accounts                                                                                              57

   Section 4.01       Protected Accounts.........................................................................57
   Section 4.02       Master Servicer Collection Account.........................................................59
</TABLE>


                                       i
<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>                                                                                       <C>
   Section 4.03       Permitted Withdrawals and Transfers from the Master Servicer Collection Account............60
   Section 4.04       Distribution Account.......................................................................60
   Section 4.05       Permitted Withdrawals And Transfers From The Distribution Account..........................61

ARTICLE V Certificates                                                                                           63

   Section 5.01       Certificates...............................................................................63
   Section 5.02       Registration of Transfer and Exchange of Certificates......................................71
   Section 5.03       Mutilated, Destroyed, Lost Or Stolen Certificates..........................................74
   Section 5.04       Persons Deemed Owners......................................................................75
   Section 5.05       Transfer Restrictions on Residual Certificates.............................................75
   Section 5.06       Restrictions on Transferability of Certificates............................................76
   Section 5.07       ERISA Restrictions.........................................................................76
   Section 5.08       Rule 144A Information......................................................................78

ARTICLE VI Payments to Certificateholders                                                                        78

   Section 6.01       Distributions on the Certificates..........................................................78
   Section 6.02       Allocation of Losses.......................................................................82
   Section 6.03       Payments...................................................................................83
   Section 6.04       Statements to Certificateholders...........................................................84
   Section 6.05       Monthly Advances...........................................................................86
   Section 6.06       Compensating Interest Payments.............................................................87

ARTICLE VII The Master Servicer                                                                                  87

   Section 7.01       Liabilities of the Master Servicer.........................................................87
   Section 7.02       Merger or Consolidation of the Master Servicer.............................................87
   Section 7.03       Indemnification of the Trustee, the Master Servicer and the Securities Administrator.......87
   Section 7.04       Limitations on Liability of the Master Servicer and Others.................................88
   Section 7.05       Master Servicer Not to Resign..............................................................89
   Section 7.06       Successor Master Servicer..................................................................89
   Section 7.07       Sale and Assignment of Master Servicing....................................................90
   Section 7.08       Reports Filed with Securities and Exchange Commission......................................90
   Section 7.09       Intention of the Parties and Interpretation................................................93

ARTICLE VIII Default                                                                                             93

   Section 8.01       Events of Default..........................................................................93
   Section 8.02       Trustee to Act; Appointment of Successor...................................................95
   Section 8.03       Notification to Certificateholders.........................................................96
   Section 8.04       Waiver of Defaults.........................................................................96
   Section 8.05       List of Certificateholders.................................................................96

ARTICLE IX Concerning the Trustee and the Securities Administrator                                               96

   Section 9.01       Duties of Trustee..........................................................................96
   Section 9.02       Certain Matters Affecting the Trustee and The Securities Administrator.....................99
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>                                                                                       <C>
   Section 9.03       Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans........100
   Section 9.04       Trustee and Securities Administrator May Own Certificates.................................101
   Section 9.05       Trustee's and Securities Administrator's Fees and Expenses................................101
   Section 9.06       Eligibility Requirements for Trustee and Securities Administrator.........................101
   Section 9.07       Insurance.................................................................................102
   Section 9.08       Resignation and Removal of the Trustee and Securities Administrator.......................102
   Section 9.09       Successor Trustee and Successor Securities Administrator..................................103
   Section 9.10       Merger or Consolidation of Trustee or Securities Administrator............................104
   Section 9.11       Appointment of Co-Trustee or Separate Trustee.............................................104
   Section 9.12       Federal Information Returns and Reports to Certificateholders; Remic Administration.......105

ARTICLE X Termination                                                                                           107

   Section 10.01      Termination Upon Repurchase by the Depositor or Its Designee or Liquidation of the
                      Mortgage Loans............................................................................107
   Section 10.02      Additional Termination Requirements.......................................................109

ARTICLE XI Miscellaneous Provisions                                                                             110

   Section 11.01      Intent of Parties.........................................................................110
   Section 11.02      Amendment.................................................................................110
   Section 11.03      Recordation of Agreement..................................................................111
   Section 11.04      Limitation on Rights of Certificateholders................................................112
   Section 11.05      Acts of Certificateholders................................................................112
   Section 11.06      GOVERNING LAW.............................................................................113
   Section 11.07      Notices...................................................................................114
   Section 11.08      Severability of Provisions................................................................114
   Section 11.09      Successors and Assigns....................................................................114
   Section 11.10      Article and Section Headings..............................................................114
   Section 11.11      Counterparts..............................................................................114
   Section 11.12      Notice to Rating Agencies.................................................................115
</TABLE>


EXHIBITS

Exhibit A-1          -     Form of Class [A] [X-A] Certificates
Exhibit A-2          -     Form of Class B Certificates
Exhibit A-3          -     Form of Class R Certificates
Exhibit B            -     Mortgage Loan Schedule
Exhibit C            -     [Reserved]
Exhibit D            -     Request for Release of Documents
Exhibit E            -     Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1          -     Form of Investment Letter
Exhibit F-2          -     Form of Rule 144A and Related Matters Certificate
Exhibit G            -     Form of Custodial Agreement
Exhibit H-1 to H-5   -     Servicing Agreements
Exhibit I            -     Assignment Agreements


                                       iii
<PAGE>


Exhibit J            -     Mortgage Loan Purchase Agreement
Exhibit K                  Form of Back-Up Certification
Exhibit L                  Servicing Criteria to Be Addressed in Assessment of
                           Compliance
Exhibit M                  Form 10-D, Form 8-K and Form 10-K Reporting
                           Responsibility



                                       iv
<PAGE>


                         POOLING AND SERVICING AGREEMENT

         Pooling and Servicing Agreement dated as of _____ 1, 200_, among
Structured Asset Mortgage Investments II Inc., a Delaware corporation, as
depositor (the "Depositor"), [NAME OF TRUSTEE], a ______________ banking
corporation, not in its individual capacity but solely as trustee (the
"Trustee"), [NAME OF MASTER SERVICER AND SECURITIES ADMINISTRATOR], as master
servicer (in such capacity, the "Master Servicer") and as securities
administrator (in such capacity, the "Securities Administrator"), and [NAME OF
MORTGAGE LOAN SELLER] ("Mortgage Loan Seller").

                              PRELIMINARY STATEMENT

         On or prior to the Closing Date, the Depositor acquired the Mortgage
Loans from the Mortgage Loan Seller. On the Closing Date, the Depositor will
sell the Mortgage Loans and certain other property to the Trust Fund and receive
in consideration therefor Certificates evidencing the entire beneficial
ownership interest in the Trust Fund.

         The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC I to be treated for federal income tax purposes as a
REMIC. On the Startup Day, the REMIC I Regular Interests will be designated
"regular interests" in such REMIC and the Class R-I Certificate will be
designated the "residual interest" in such REMIC.

         The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC II to be treated for federal income tax purposes as a
REMIC. On the Startup Day, the REMIC II Regular Certificates will be designated
"regular interests" in such REMIC and the Class R-II Certificate will be
designated the "residual interest" in such REMIC.

         The Trustee on behalf of the Trust shall make an election for the
assets constituting REMIC III to be treated for federal income tax purposes as a
REMIC. On the Startup Day, the REMIC III Regular Certificates will be designated
"regular interests" in such REMIC and the Class R-III Certificate will be
designated the "residual interest" in such REMIC.

         The Mortgage Loans will have an Outstanding Principal Balance as of the
Cut-off Date, after deducting all Scheduled Principal due on or before the
Cut-off Date, of approximately $____________. The initial principal amount of
the Certificates will not exceed such Outstanding Principal Balance.

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Securities Administrator, the Mortgage Loan
Seller and the Trustee agree as follows:



                                       1
<PAGE>



ARTICLE I
                                   DEFINITIONS

         Whenever used in this Agreement, the following words and phrases,
unless otherwise expressly provided or unless the context otherwise requires,
shall have the meanings specified in this Article.

         ACCEPTED MASTER SERVICING PRACTICES: With respect to any Mortgage Loan,
as applicable, either (x) those customary mortgage servicing practices of
prudent mortgage servicing institutions that master service mortgage loans of
the same type and quality as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located, to the extent applicable to the Trustee
or the Master Servicer (except in its capacity as successor to a Servicer), or
(y) as provided in the applicable Servicing Agreement, to the extent applicable
to any Servicer, but in no event below the standard set forth in clause (x).

         ACCOUNT: The Master Servicer Collection Account and the Protected
Account as the context may require.

         ACCRUED CERTIFICATE INTEREST: For any Certificate for any Distribution
Date, the interest accrued during the related Interest Accrual Period at the
applicable Pass-Through Rate on the Current Principal Amount, or Notional Amount
in the case of any Interest Only Certificate, of such Certificate immediately
prior to such Distribution Date, on the basis of a 360-day year consisting of
twelve 30-day months, less (i) in the case of a Senior Certificate, such
Certificate's share of any Net Interest Shortfall from the related Mortgage
Loans and, after the Cross-Over Date, the interest portion of any Realized
Losses on the related Mortgage Loans allocated thereto in accordance with
Section 6.02(g) and (ii) in the case of a Subordinate Certificate, such
Certificate's share of any Net Interest Shortfall from the Mortgage Loans and
the interest portion of any Realized Losses on the Mortgage Loans allocated
thereto in accordance with Section 6.02(g).

         ADDITIONAL COLLATERAL: (i) With respect to any Mortgage 100K Loan, the
Securities Account and the financial assets held therein subject to a security
interest pursuant to the related Mortgage 100K Pledge Agreement, or (ii) with
respect to any Parent Power(R) Mortgage Loan, the related Parent Power(R)
Agreement and collateral pledged pursuant thereto.

         ADDITIONAL COLLATERAL AGREEMENTS: As defined in the Additional
Collateral Servicing Agreement.

         ADDITIONAL COLLATERAL MORTGAGE LOAN: A Mortgage Loan that is supported
by Additional Collateral.

         ADDITIONAL COLLATERAL SERVICER: Either, (i) _________ or __________, as
applicable, pursuant to the terms of the Additional Collateral Servicing
Agreement, or (ii) the Master Servicer, pursuant to Section 3.01 of this
Agreement.

         ADDITIONAL COLLATERAL SERVICING AGREEMENT: The Additional Collateral
Assignment and Servicing Agreement, dated as of ________ __, 200_, between
_____________ and the Mortgage Loan Seller (whereby _________ retained its
rights to service the Additional Collateral in accordance thereto).


                                       2
<PAGE>

         AFFILIATE: As to any Person, any other Person controlling, controlled
by or under common control with such Person. "Control" means the power to direct
the management and policies of a Person, directly or indirectly, whether through
ownership of voting securities, by contract or otherwise. "Controlled" and
"Controlling" have meanings correlative to the foregoing. The Trustee may
conclusively presume that a Person is not an Affiliate of another Person unless
a Responsible Officer of the Trustee has actual knowledge to the contrary.

         AGGREGATE EXPENSE RATE: With respect to any Mortgage Loan, the sum of
the Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable).


         AGREEMENT: This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

         [NAME OF SERVICER] SERVICING AGREEMENT: With respect to the Mortgage
Loans originated by _______, the Subservicing Agreement dated as of ________ __,
200_, between the Mortgage Loan Seller and _________, as attached hereto as
Exhibit H-1.

         ALLOCABLE SHARE: With respect to each Class of Subordinate
Certificates:

         (a) as to any Distribution Date and amounts distributable pursuant to
clauses (i) and (iv) of the definition of Subordinate Optimal Principal Amount,
the fraction, expressed as a percentage, the numerator of which is the Current
Principal Amount of such Class and the denominator of which is the aggregate
Current Principal Amount of all Classes of the Subordinate Certificates; and

         (b) as to any Distribution Date and amounts distributable pursuant to
clauses (ii), (iii) and (v) of the definition of Subordinate Optimal Principal
Amount, and as to each Class of Subordinate Certificates (other than the Class
of Subordinate Certificates having the lowest numerical designation as to which
the Class Prepayment Distribution Trigger shall not be applicable) for which (x)
the related Class Prepayment Distribution Trigger has been satisfied on such
Distribution Date, the fraction, expressed as a percentage, the numerator of
which is the Current Principal Amount of such Class and the denominator of which
is the aggregate Current Principal Amount of all such Classes of Subordinate
Certificates and (y) the related Class Prepayment Distribution Trigger has not
been satisfied on such Distribution Date, 0%; provided that if on a Distribution
Date, the Current Principal Amount of any Class of Subordinate Certificates for
which the related Class Prepayment Distribution Trigger was satisfied on such
Distribution Date is reduced to zero, any amounts distributed pursuant to this
clause (b), to the extent of such Class's remaining Allocable Share, shall be
distributed to the remaining Classes of Subordinate Certificates which satisfy
the related Class Prepayment Distribution Trigger and to the Class of
Subordinate Certificates having the lowest numerical designation in reduction of
their respective Current Principal Amounts in the order of their numerical Class
designations.

         APPLICABLE CREDIT RATING: For any long-term deposit or security, a
credit rating of AAA in the case of S&P or Fitch or Aaa in the case of Moody's.
For any short-term deposit or security, or a rating of A-l+ in the case of S&P
or Fitch or P-1 in the case of Moody's.


                                       3
<PAGE>

         APPLICABLE STATE LAW: For purposes of Section 9.12(d), the Applicable
State Law shall be (a) the law of the State of New York and (b) such other state
law whose applicability shall have been brought to the attention of the
Securities Administrator and the Trustee by either (i) an Opinion of Counsel
reasonably acceptable to the Securities Administrator and the Trustee delivered
to it by the Master Servicer or the Depositor, or (ii) written notice from the
appropriate taxing authority as to the applicability of such state law.

         APPRAISED VALUE: For any Mortgaged Property related to a Mortgage Loan,
the amount set forth as the appraised value of such Mortgaged Property in an
appraisal made for the mortgage originator in connection with its origination of
the related Mortgage Loan.

         ASSESSMENT OF COMPLIANCE:  As defined in Section 3.17.

         ASSIGNMENT AGREEMENTS: The agreements attached hereto as Exhibit I,
whereby the Servicing Agreements were assigned to the Trustee for the benefit of
the Certificateholders.

         ASSIGNMENT OF PROPRIETARY LEASE: With respect to a Cooperative Loan,
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.

         ASSUMED FINAL DISTRIBUTION DATE: _______ __, 20__, or if such day is
not a Business Day, the next succeeding Business Day.

         ATTESTATION REPORT:  As defined in Section 3.17.

         AVAILABLE FUNDS: With respect to any Distribution Date, the sum of the
Group 1, Group 2, Group 3 and Group 4 Available Funds for such Distribution
Date.

         AVERAGE LOSS SEVERITY: With respect to any period and each Loan Group,
the fraction obtained by dividing (x) the aggregate amount of Realized Losses
for the related Mortgage Loans for such period by (y) the number of related
Mortgage Loans which had Realized Losses for such period.

         BANKRUPTCY CODE: The United States Bankruptcy Code, as amended as
codified in 11 U.S.C. ss.ss. 101-1330.

         BANKRUPTCY LOSS: With respect to any Mortgage Loan, any Deficient
Valuation or Debt Service Reduction related to such Mortgage Loan as reported by
the applicable Servicer to the Master Servicer.

         BOOK-ENTRY CERTIFICATES: Initially, all Classes of Certificates other
than the Private Certificates and the Residual Certificates.

         BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which the New York Stock Exchange or Federal Reserve is closed or on
which banking institutions in the jurisdiction in which the Trustee, the Master
Servicer, any Servicer or the Securities Administrator are authorized or
obligated by law or executive order to be closed.


                                       4
<PAGE>

         CALENDAR QUARTER: January 1 to March 31, April 1 to June 30, July 1 to
September 30, or October 1 to December 31, as applicable.

         [NAME OF SERVICER] SERVICING AGREEMENT: The Mortgage Loan Flow
Purchase, Sale and Servicing Agreement dated as of ________ __, 200_, among the
Mortgage Loan Seller (as purchaser) and ___________ and, with respect to the
Mortgage Loans secured by Additional Collateral, the Additional Collateral
Servicing Agreement, each as attached hereto as Exhibit H-2.

         CERTIFICATE: Any mortgage pass-through certificate evidencing a
beneficial ownership interest in the Trust Fund signed and countersigned by the
Trustee in substantially the forms annexed hereto as Exhibits A-1, A-2 and A-3
with the blanks therein appropriately completed.

         CERTIFICATE GROUP: The Group 1 Senior Certificates, Group 2 Senior
Certificates, Group 3 Senior Certificates and Group 4 Senior Certificates, as
applicable, and the Subordinate Certificates to the extent such Certificates
represent an interest in such groups of Certificates.

         CERTIFICATE OWNER: Any Person who is the beneficial owner of a
Certificate registered in the name of the Depository or its nominee.

         CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

         CERTIFICATEHOLDER: A Holder of a Certificate.

         [NAME OF SERVICER] SERVICING AGREEMENT: The Purchase, Warranties and
Servicing Agreement, dated as of _______ __, 200_ between the Mortgage Loan
Seller and ________________, attached hereto as Exhibit H-3.

         CLASS: With respect to the Certificates, I-A-1, I-X-A-1, II-A-1,
II-X-A-1, III-A-1, III-X-A-1, IV-A-1, R-I, R-II, R-III, B-1, B-2, B-3, B-4, B-5
and B-6.

         CLASS PREPAYMENT DISTRIBUTION TRIGGER: For a Class of Subordinate
Certificates for any Distribution Date, the Class Prepayment Distribution
Trigger is satisfied if the fraction (expressed as a percentage), the numerator
of which is the aggregate Current Principal Amount of such Class and each Class
of Subordinate Certificates subordinate thereto, if any, and the denominator of
which is the Scheduled Principal Balance of all of the Mortgage Loans as of the
related Due Date, equals or exceeds such percentage calculated as of the Closing
Date.

         CLASS R CERTIFICATES: The Class R-I, Class R-II and Class R-III
Certificates.

         CLOSING DATE: ______ __, 200_.

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

         CORRESPONDING CLASS: With respect to (i) REMIC II Regular Interest
I-A-1, (ii) REMIC II Regular Interest II-A-1, (iii) REMIC II Regular Interest
III-A-1, (iv) REMIC II Regular Interest IV-A-1, (v) REMIC II Regular Interest
B-1, (vi) REMIC II Regular Interest B-2,


                                       5
<PAGE>

(vii) REMIC II Regular Interest B-3, (viii) REMIC II Regular Interest B-4, (ix)
REMIC II Regular Interest B-5, (x) REMIC II Regular Interest B-6, and (xi) REMIC
II Regular Interest MT-R, (i) the Class I-A-1 Certificates, (ii) the Class
II-A-1 Certificates, (iii) the Class III-A-1 Certificates, (iv) the Class IV-A-
1 Certificates, (v) the Class B-1 Certificates, (vi) the Class B-2 Certificates,
(vii) the Class B-3 Certificates, (viii) the Class B-4 Certificates, (ix) the
Class B-5 Certificates, (x) the Class B-6 Certificates and (xi) the Class R-III
Certificates, respectively.

         COMPENSATING INTEREST PAYMENT: As defined in Section 6.06.

         COOPERATIVE: A private, cooperative housing corporation which owns or
leases land and all or part of a building or buildings, including apartments,
spaces used for commercial purposes and common areas therein and whose board of
directors authorizes, among other things, the sale of Cooperative Stock.

         COOPERATIVE APARTMENT: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.

         COOPERATIVE LEASE: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.

         COOPERATIVE LOAN: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.

         COOPERATIVE STOCK: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.

         COOPERATIVE STOCK CERTIFICATE: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.

         CORPORATE TRUST OFFICE: The office of the Trustee at which at any
particular time its corporate trust business is administered, which office, at
the date of the execution of this Agreement, is located at
__________________________.

         [NAME OF SERVICER] SERVICING AGREEMENT: The Seller's Warranties and
Servicing Agreement, dated as of _________ __, 200_, between the Mortgage Loan
Seller and _______________, attached hereto as Exhibit H-4.

         CROSS-OVER DATE: The first Distribution Date on which the aggregate
Current Principal Amount of the Subordinate Certificates has been reduced to
zero (giving effect to all distributions on such Distribution Date).


                                       6
<PAGE>

         CURRENT PRINCIPAL AMOUNT: With respect to any Certificate (other than
an Interest Only Certificate) as of any Distribution Date, the initial principal
amount of such Certificate, and reduced by (i) all amounts distributed on
previous Distribution Dates on such Certificate with respect to principal, (ii)
the principal portion of all Realized Losses allocated prior to such
Distribution Date to such Certificate, taking account of the Loss Allocation
Limitation and (iii) in the case of a Subordinate Certificate, such
Certificate's pro rata share, if any, of the applicable Subordinate Certificate
Writedown Amount for previous Distribution Dates. With respect to any Class of
Certificates (other than an Interest Only Certificate), the Current Principal
Amount thereof will equal the sum of the Current Principal Amounts of all
Certificates in such Class. Notwithstanding the foregoing, solely for purposes
of giving consents, directions, waivers, approvals, requests and notices, the
Class R-I, Class R-II and Class R-III Certificates after the Distribution Date
on which they each receive the distribution of the last dollar of their
respective original principal amount shall be deemed to have Current Principal
Amounts equal to their respective Current Principal Amounts on the day
immediately preceding such Distribution Date.

         CUSTODIAL AGREEMENT: An agreement, dated as of the Closing Date among
the Depositor, the Master Servicer, the Trustee and the Custodian in
substantially the form of Exhibit G hereto.

         CUSTODIAN: [NAME OF CUSTODIAN], or any successor custodian appointed
pursuant to the provisions hereof and of the Custodial Agreement.

         CUT-OFF DATE: _________ 1, 200_.

         CUT-OFF DATE BALANCE: $___________.

         DEBT SERVICE REDUCTION: Any reduction of the Scheduled Payments which a
Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of any
proceeding under the Bankruptcy Code or any other similar state law or other
proceeding.

         DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation of
the Mortgaged Property by a court of competent jurisdiction in an amount less
than the then outstanding indebtedness under the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code or any other
similar state law or other proceeding.

         DEPOSITOR: Structured Asset Mortgage Investments II Inc., a Delaware
corporation, or its successors in interest.

         DEPOSITORY: The Depository Trust Company, the nominee of which is Cede
& Co., or any successor thereto.

         DEPOSITORY AGREEMENT: The meaning specified in Subsection 5.01(a)
hereof.

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


                                       7
<PAGE>

         DESIGNATED DEPOSITORY INSTITUTION: A depository institution (commercial
bank, federal savings bank, mutual savings bank or savings and loan association)
or trust company (which may include the Trustee), the deposits of which are
fully insured by the FDIC to the extent provided by law.

         DETERMINATION DATE: With respect to each Mortgage Loan, the
Determination Date as defined in the related Servicing Agreement.

         DISQUALIFIED ORGANIZATION: Any of the following: (i) the United States,
any State or political subdivision thereof, any possession of the United States,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for the Freddie Mac or any successor thereto, a majority of its
board of directors is not selected by such governmental unit), (ii) any foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code or (v) any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an ownership interest in a Residual Certificate by such Person
may cause any REMIC contained in the Trust or any Person having an ownership
interest in the Residual Certificate (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in a Residual Certificate
to such Person. The terms "United States," "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

         DISTRIBUTION ACCOUNT: The trust account or accounts created and
maintained pursuant to Section 4.04, which shall be denominated "[NAME OF
TRUSTEE], as Trustee f/b/o holders of Structured Asset Mortgage Investments II
Inc., [NAME OF SERIES], Mortgage Pass-Through Certificates, Series 200_-_ -
Distribution Account." The Distribution Account shall be an Eligible Account.

         DISTRIBUTION ACCOUNT DEPOSIT DATE: The Business Day prior to each
Distribution Date.

         DISTRIBUTION DATE: The 25th day of any month, beginning in the month
immediately following the month of the Closing Date, or, if such 25th day is not
a Business Day, the Business Day immediately following.

         DTC CUSTODIAN: ________________, or its successors in interest as
custodian for the Depository.

         DUE DATE: With respect to each Mortgage Loan, the date in each month on
which its Scheduled Payment is due if such due date is the first day of a month
and otherwise is deemed to be the first day of the following month or such other
date specified in the related Servicing Agreement.


                                       8
<PAGE>

         DUE PERIOD: With respect to any Distribution Date and each Mortgage
Loan, the period commencing on the second day of the month preceding the month
in which the Distribution Date occurs and ending at the close of business on the
first day of the month in which the Distribution Date occurs.

         ELIGIBLE ACCOUNT: Any of (i) a segregated account maintained with a
federal or state chartered depository institution (A) the short-term obligations
of which are rated A-1 or better by Standard & Poor's and P-1 by Moody's at the
time of any deposit therein or (B) insured by the FDIC (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 (obtained by
the Person requesting that the account be held pursuant to this clause (i))
delivered to the Trustee prior to the establishment of such account, the
Certificateholders will have a claim with respect to the funds in such account
and a perfected first priority security interest against any collateral (which
shall be limited to Permitted Investments, each of which shall mature not later
than the Business Day immediately preceding the Distribution Date next following
the date of investment in such collateral or the Distribution Date if such
Permitted Investment is an obligation of the institution that maintains the
Distribution Account) securing such funds that is superior to claims of any
other depositors or general creditors of the depository institution with which
such account is maintained, (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company with trust powers acting in its fiduciary capacity or (iii) a segregated
account or accounts of a depository institution acceptable to the Rating
Agencies (as evidenced in writing by the Rating Agencies that use of any such
account as the Distribution Account will not have an adverse effect on the then-
current ratings assigned to the Classes of Certificates then rated by the Rating
Agencies). Eligible Accounts may bear interest.

         EQUITY ACCESS(R)MORTGAGE: As defined in the Additional Collateral
Servicing Agreement.

         ERISA: The Employee Retirement Income Security Act of 1974, as amended.

         EVENT OF DEFAULT: An event of default described in Section 8.01.

         EXCESS LIQUIDATION PROCEEDS: To the extent that such amount is not
required by law to be paid to the related Mortgagor, the amount, if any, by
which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the
sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued
but unpaid interest at the related Mortgage Interest Rate through the last day
of the month in which the related Liquidation Date occurs, plus (ii) related
Liquidation Expenses.

         FANNIE MAE: Federal National Mortgage Association or any successor
thereto.

         FDIC: Federal Deposit Insurance Corporation or any successor thereto.

         FINAL CERTIFICATION: The certification substantially in the form of
Exhibit Three to the Custodial Agreement.

         FITCH: Fitch, Inc.


                                       9
<PAGE>

         FRACTIONAL UNDIVIDED INTEREST: With respect to any Class of
Certificates, the fractional undivided interest evidenced by any Certificate of
such Class the numerator of which is the Current Principal Amount, or Notional
Amount in the case of the Interest Only Certificates, of such Certificate and
the denominator of which is the Current Principal Amount, or Notional Amount in
the case of the Interest Only Certificates, of such Class. With respect to the
Certificates in the aggregate, the fractional undivided interest evidenced by
(i) a Residual Certificate will be deemed to equal 0.25%, (ii) an Interest Only
Certificate will be deemed to equal 1.0% multiplied by a fraction, the numerator
of which is the Notional Amount of such Certificate and the denominator of which
is the aggregate Notional Amount of such respective Class and (iii) a
Certificate of any other Class will be deemed to equal 96.25% multiplied by a
fraction, the numerator of which is the Current Principal Amount of such
Certificate and the denominator of which is the aggregate Current Principal
Amount of all the Certificates.

         FREDDIE MAC: Freddie Mac, formerly the Federal Home Loan Mortgage
Corporation, or any successor thereto.

         GLOBAL CERTIFICATE: Any Private Certificate registered in the name of
the Depository or its nominee, beneficial interests in which are reflected on
the books of the Depository or on the books of a Person maintaining an account
with such Depository (directly or as an indirect participant in accordance with
the rules of such depository).

         [NAME OF SERVICER] SERVICING AGREEMENT: The Servicing Agreement, dated
as of _____ _, 200_, as between the Mortgage Loan Seller and ______________, as
amended, attached hereto as Exhibit H-5.

         GROSS MARGIN: As to each Mortgage Loan, the fixed percentage set forth
in the related Mortgage Note and indicated on the Mortgage Loan Schedule which
percentage is added to the related Index on each Interest Adjustment Date to
determine (subject to rounding, the minimum and maximum Mortgage Interest Rate
and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest
Adjustment Date.

         GROUP 1 AVAILABLE FUNDS, GROUP 2 AVAILABLE FUNDS, GROUP 3 AVAILABLE
FUNDS AND GROUP 4 AVAILABLE FUNDS: With respect to any Distribution Date, an
amount equal to the aggregate of the following amounts with respect to the
Mortgage Loans in the related Loan Group: (a) all previously undistributed
payments on account of principal (including the principal portion of Scheduled
Payments, Principal Prepayments and the principal portion of Net Liquidation
Proceeds) and all previously undistributed payments on account of interest
received after the Cut-off Date and on or prior to the related Determination
Date, (b) any Monthly Advances and Compensating Interest Payments by the
Servicers or the Master Servicer with respect to such Distribution Date and (c)
any reimbursed amount in connection with losses on investments of deposits in an
account, except:

         (i) all payments that were due on or before the Cut-off Date;

         (ii) all Principal Prepayments and Liquidation Proceeds received after
the applicable Prepayment Period;


                                       10
<PAGE>

         (iii) all payments, other than Principal Prepayments, that represent
early receipt of Scheduled Payments due on a date or dates subsequent to the
related Due Date;

         (iv) amounts received on particular Mortgage Loans as late payments of
principal or interest and respecting which, and to the extent that, there are
any unreimbursed Monthly Advances;

         (v) amounts representing Monthly Advances determined to be
Nonrecoverable Advances;

         (vi) any investment earnings on amounts on deposit in the Master
Servicer Collection Account and the Distribution Account and amounts permitted
to be withdrawn from the Master Servicer Collection Account and the Distribution
Account pursuant to this Agreement;

         (vii) amounts needed to pay the Servicing Fees or to reimburse any
Servicer or the Master Servicer for amounts due under the applicable Servicing
Agreement and the Agreement to the extent such amounts have not been retained
by, or paid previously to, such Servicer or the Master Servicer;

         (viii) to pay any fees with respect to any lender-paid primary mortgage
insurance policy; and

         (ix) any expenses or other amounts reimbursable to the Trustee, the
Securities Administrator and the Custodian pursuant to Section 7.04(c) or
Section 9.05.

         GROUP 1 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP 2 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP 3 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP 4 MORTGAGE LOANS: The Mortgage Loans identified as such on the
Mortgage Loan Schedule.

         GROUP 1 SENIOR CERTIFICATES: The Class I-A-1, Class I-X-A-1, Class R-I,
Class R-II and Class R-III Certificates.

         GROUP 2 SENIOR CERTIFICATES: The Class II-A-1 Certificates and the
Class II-X-A-1 Certificates.

         GROUP 3 SENIOR CERTIFICATES: The Class III-A-1 Certificates and the
Class III-X-A-1 Certificates.

         GROUP 4 SENIOR CERTIFICATES: The Class IV-A-1 Certificates.


                                       11
<PAGE>

         GROUP 1 SENIOR OPTIMAL PRINCIPAL AMOUNT, GROUP 2 SENIOR OPTIMAL
PRINCIPAL AMOUNT, GROUP 3 SENIOR OPTIMAL PRINCIPAL AMOUNT AND GROUP 4 SENIOR
OPTIMAL PRINCIPAL AMOUNT: With respect to each Distribution Date, an amount
equal to the sum, without duplication, of the following (but in no event greater
than the aggregate Current Principal Amounts of the Group 1, Group 2, Group 3
and Group 4 Senior Certificates, as applicable, immediately prior to such
Distribution Date):

         (i) the applicable Senior Percentage of the principal portion of all
Scheduled Payments due on each Outstanding Mortgage Loan in the related Loan
Group on the related Due Date as specified in the amortization schedule at the
time applicable thereto (after adjustments for previous Principal Prepayments
but before any adjustment to such amortization schedule by reason of any
bankruptcy or similar proceeding or any moratorium or similar waiver or grace
period);

         (ii) the applicable Senior Prepayment Percentage of the Scheduled
Principal Balance of each Mortgage Loan in the related Loan Group which was the
subject of a Principal Prepayment in full received by the Master Servicer during
the related Prepayment Period;

         (iii) the applicable Senior Prepayment Percentage of all Principal
Prepayments in part received by the Master Servicer during the related
Prepayment Period with respect to each Mortgage Loan in the related Loan Group;

         (iv) the lesser of (a) the applicable Senior Prepayment Percentage of
the sum of (A) all Net Liquidation Proceeds allocable to principal received in
respect of each Mortgage Loan in the related Loan Group which became a
Liquidated Mortgage Loan during the related Prepayment Period (other than
Mortgage Loans described in the immediately following clause (B)) and (B) the
Scheduled Principal Balance of each such Mortgage Loan in the related Loan Group
purchased by an insurer from the Trustee during the related Prepayment Period
pursuant to the related Primary Mortgage Insurance Policy, if any, or otherwise;
and (b) the applicable Senior Percentage of the sum of (A) the Scheduled
Principal Balance of each Mortgage Loan in the related Loan Group which became a
Liquidated Mortgage Loan during the related Prepayment Period (other than the
Mortgage Loans described in the immediately following clause (B)) and (B) the
Scheduled Principal Balance of each such Mortgage Loan in the related Loan Group
that was purchased by an insurer from the Trustee during the related Prepayment
Period pursuant to the related Primary Mortgage Insurance Policy, if any or
otherwise; and

         (v) the applicable Senior Prepayment Percentage of the sum of (a) the
Scheduled Principal Balance of each Mortgage Loan in the related Loan Group
which was repurchased by the Mortgage Loan Seller in connection with such
Distribution Date and (b) the excess, if any, of the Scheduled Principal Balance
of a Mortgage Loan in the related Loan Group that has been replaced by the
Mortgage Loan Seller with a substitute Mortgage Loan pursuant to the Mortgage
Loan Purchase Agreement in connection with such Distribution Date over the
Scheduled Principal Balance of such substitute Mortgage Loan.

         GROUP 1 SENIOR PERCENTAGE: Initially, _____%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 1
Senior Certificates (other than the Interest Only Certificates) immediately
preceding such Distribution Date by the aggregate


                                       12
<PAGE>

Scheduled Principal Balance of the Group 1 Mortgage Loans as of the beginning of
the related Due Period.

         GROUP 2 SENIOR PERCENTAGE: Initially, _____%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 2
Senior Certificates (other than the Interest Only Certificates) immediately
preceding such Distribution Date by the aggregate Scheduled Principal Balance of
the Group 2 Mortgage Loans as of the beginning of the related Due Period.

         GROUP 3 SENIOR PERCENTAGE: Initially, _____%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 3
Senior Certificates (other than the Interest Only Certificates) immediately
preceding such Distribution Date by the aggregate Scheduled Principal Balance of
the Group 3 Mortgage Loans as of the beginning of the related Due Period.

         GROUP 4 SENIOR PERCENTAGE: Initially, _____%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 4
Senior Certificates immediately preceding such Distribution Date by the
aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans as of the
beginning of the related Due Period.

         GROUP 1 SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date
occurring during the periods set forth below, as follows:

<TABLE>
<CAPTION>
Period (dates inclusive)                             Group 1 Senior Prepayment Percentage
------------------------                             ------------------------------------
<S>                                  <C>
____ __, 200_ - _____ __, 20__       100%
                                     Group 1 Senior Percentage plus __% of the Group  1 Subordinate
_____ __, 20__ - _____ __, 20__      Percentage
                                     Group 1 Senior Percentage plus __% of the Group  1 Subordinate
____ __, 20__ - _____ __, 20__       Percentage
                                     Group 1 Senior Percentage plus __% of the Group  1 Subordinate
____ __, 20__ - _____ __, 20__       Percentage
                                     Group 1 Senior Percentage plus __% of the Group  1 Subordinate
____ __, 20__ - _____ __, 20__       Percentage
____ __, 20__ - _____ __, 20__       Group 1 Senior Percentage
</TABLE>

         In addition, no reduction of the Group 1 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed __%; and (B) cumulative
Realized Losses on the Mortgage Loans do not exceed (a) __% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including _____ 20__ and _____ 20__, (b) __% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including


                                       13
<PAGE>

_____ 20__ and _____ 20__, (c) __% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including _____ 20__ and _____
20__, (d) __% of the Original Subordinate Principal Balance if such Distribution
Date occurs between and including _____ 20__ and _____ 20__, and (e) __% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after _____ 20__.

         In addition, if on any Distribution Date the current weighted average
of the Subordinate Percentages for the Certificates is equal to or greater than
two times the initial weighted average of the Subordinate Percentages for the
Certificates, and (a) the aggregate Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Current Principal Amount of the
Subordinate Certificates does not exceed __% and (b)(i) on or prior to the
Distribution Date in ____ 200_ cumulative Realized Losses on the Mortgage Loans
as of the end of the related Prepayment Period do not exceed __% of the Original
Subordinate Principal Balance and (ii) after the Distribution Date in ______
200_ cumulative Realized Losses on the Mortgage Loans as of the end of the
related Prepayment Period do not exceed __% of the Original Subordinate
Principal Balance, then, the Group 1 Senior Prepayment Percentage for such
Distribution Date will equal the Group 1 Senior Percentage; provided, however,
if on such Distribution Date the current weighted average of the Subordinate
Percentages for the Certificates is equal to or greater than two times the
initial weighted average of the Subordinate Percentages for the Certificates on
or prior to the Distribution Date occurring in ______ 200_ and the above
delinquency and loss tests are met, then the Group 1 Senior Prepayment
Percentage for such Distribution Date will equal the Group 1 Senior Percentage
plus __% of the Group 1 Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group 1
Senior Percentage exceeds the Group 1 Senior Percentage as of the Cut-Off Date,
the Group 1 Senior Prepayment Percentage for such Distribution Date will equal
100%. On the Distribution Date on which the Current Principal Amounts of the
Group 1 Senior Certificates are reduced to zero, the Group 1 Senior Prepayment
Percentage shall be the minimum percentage sufficient to effect such reduction
and thereafter shall be zero.

         GROUP 2 SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date
occurring during the periods set forth below, as follows:

<TABLE>
<CAPTION>
Period (dates inclusive)           Group 2 Senior Prepayment Percentage
-------------------------------    ----------------------------------------
<S>                                <C>
____ __, 200_ - _____ __, 20__     100%
_____ __, 20__ - _____ __, 20__    Group 2 Senior Percentage plus __% of the Group  2 Subordinate Percentage
____ __, 20__ - _____ __, 20__     Group 2 Senior Percentage plus __% of the Group  2 Subordinate Percentage
____ __, 20__ - _____ __, 20__     Group 2 Senior Percentage plus __% of the Group  2 Subordinate Percentage
____ __, 20__ - _____ __, 20__     Group 2 Senior Percentage plus __% of the Group  2 Subordinate Percentage
____ __, 20__ - _____ __, 20__     Group 2 Senior Percentage
</TABLE>


                                       14
<PAGE>

         In addition, no reduction of the Group 2 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed __%; and (B) cumulative
Realized Losses on the Mortgage Loans do not exceed (a) __% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including _____ 20__ and _____ 20__, (b) __% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including _____
20__ and _____ 20__, (c) __% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including _____ 20__ and _____ 20__,
(d) __% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including _____ 20__ and _____ 20__, and (e) __% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after _____ 20__.

         In addition, if on any Distribution Date the current weighted average
of the Subordinate Percentages for the Certificates is equal to or greater than
two times the initial weighted average of the Subordinate Percentages for the
Certificates, and (a) the aggregate Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Current Principal Amount of the
Subordinate Certificates does not exceed __% and (b)(i) on or prior to the
Distribution Date in ____ 200_ cumulative Realized Losses on the Mortgage Loans
as of the end of the related Prepayment Period do not exceed __% of the Original
Subordinate Principal Balance and (ii) after the Distribution Date in ______
200_ cumulative Realized Losses on the Mortgage Loans as of the end of the
related Prepayment Period do not exceed __% of the Original Subordinate
Principal Balance, then, the Group 2 Senior Prepayment Percentage for such
Distribution Date will equal the Group 2 Senior Percentage; provided, however,
if on such Distribution Date the current weighted average of the Subordinate
Percentages for the Certificates is equal to or greater than two times the
initial weighted average of the Subordinate Percentages for the Certificates on
or prior to the Distribution Date occurring in ______ 200_ and the above
delinquency and loss tests are met, then the Group 2 Senior Prepayment
Percentage for such Distribution Date will equal the Group 2 Senior Percentage
plus __% of the Group 2 Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group 2
Senior Percentage exceeds the Group 2 Senior Percentage as of the Cut-Off Date,
the Group 2 Senior Prepayment Percentage for such Distribution Date will equal
100%. On the Distribution Date on which the Current Principal Amounts of the
Group 2 Senior Certificates are reduced to zero, the Group 2 Senior Prepayment
Percentage shall be the minimum percentage sufficient to effect such reduction
and thereafter shall be zero.

         GROUP 3 SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date
occurring during the periods set forth below, as follows:


                                       15
<PAGE>

<TABLE>
<CAPTION>
Period (dates inclusive)                      Group 3 Senior Prepayment Percentage
------------------------                      ------------------------------------
<S>                                           <C>
____ __, 200_ - _____ __, 20__                100%
                                              Group  3  Senior  Percentage  plus  __%  of  the  Group  3  Subordinate
_____ __, 20__ - _____ __, 20__               Percentage
                                              Group  3  Senior  Percentage  plus  __%  of  the  Group  3  Subordinate
____ __, 20__ - _____ __, 20__                Percentage
                                              Group  3  Senior  Percentage  plus  __%  of  the  Group  3  Subordinate
____ __, 20__ - _____ __, 20__                Percentage
                                              Group  3  Senior  Percentage  plus  __%  of  the  Group  3  Subordinate
____ __, 20__ - _____ __, 20__                Percentage
____ __, 20__ - _____ __, 20__                Group 3 Senior Percentage
</TABLE>

         In addition, no reduction of the Group 3 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed __%; and (B) cumulative
Realized Losses on the Mortgage Loans do not exceed (a) __% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including _____ 20__ and _____ 20__, (b) __% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including _____
20__ and _____ 20__, (c) __% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including _____ 20__ and _____ 20__,
(d) __% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including _____ 20__ and _____ 20__, and (e) __% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after _____ 20__.

         In addition, if on any Distribution Date the current weighted average
of the Subordinate Percentages for the Certificates is equal to or greater than
two times the initial weighted average of the Subordinate Percentages for the
Certificates, and (a) the aggregate Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Current Principal Amount of the
Subordinate Certificates does not exceed __% and (b)(i) on or prior to the
Distribution Date in ____ 200_ cumulative Realized Losses on the Mortgage Loans
as of the end of the related Prepayment Period do not exceed __% of the Original
Subordinate Principal Balance and (ii) after the Distribution Date in ______
200_ cumulative Realized Losses on the Mortgage Loans as of the end of the
related Prepayment Period do not exceed __% of the Original Subordinate
Principal Balance, then, the Group 3 Senior Prepayment Percentage for such
Distribution Date will equal the Group 3 Senior Percentage; provided, however,
if on such Distribution Date the current weighted average of the Subordinate
Percentages for the Certificates is equal to or greater than two times the
initial weighted average of the Subordinate Percentages for the Certificates on
or prior to the Distribution Date occurring in ______ 200_ and the above
delinquency and loss tests are met, then the Group 3 Senior Prepayment
Percentage for such Distribution Date will equal the Group 3 Senior Percentage
plus __% of the Group 3 Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group 3
Senior Percentage exceeds the Group 3 Senior Percentage as of the Cut-Off Date,
the Group 3 Senior


                                       16
<PAGE>

Prepayment Percentage for such Distribution Date will equal 100%. On the
Distribution Date on which the Current Principal Amounts of the Group 3 Senior
Certificates are reduced to zero, the Group 3 Senior Prepayment Percentage shall
be the minimum percentage sufficient to effect such reduction and thereafter
shall be zero.

         GROUP 4 SENIOR PREPAYMENT PERCENTAGE: On any Distribution Date
occurring during the periods set forth below, as follows:

<TABLE>
<CAPTION>
Period (dates inclusive)           Group 4 Senior Prepayment Percentage
------------------------           ------------------------------------
<S>                                <C>
____ __, 200_ - _____ __, 20__     100%
_____ __, 20__ - _____ __, 20__    Group 4 Senior Percentage plus __% of the Group  4 Subordinate Percentage
____ __, 20__ - _____ __, 20__     Group 4 Senior Percentage plus __% of the Group  4 Subordinate Percentage
____ __, 20__ - _____ __, 20__     Group 4 Senior Percentage plus __% of the Group  4 Subordinate Percentage
                                   Group  4  Senior   Percentage   plus  __%  of  the  Group  4  Subordinate
____ __, 20__ - _____ __, 20__     Percentage
____ __, 20__ - _____ __, 20__     Group 4 Senior Percentage
</TABLE>

         In addition, no reduction of the Group 4 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance
of the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed __%; and (B) cumulative
Realized Losses on the Mortgage Loans do not exceed (a) __% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including _____ 20__ and _____ 20__, (b) __% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including _____
20__ and _____ 20__, (c) __% of the Original Subordinate Principal Balance if
such Distribution Date occurs between and including _____ 20__ and _____ 20__,
(d) __% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including _____ 20__ and _____ 20__, and (e) __% of the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after _____ 20__.

         In addition, if on any Distribution Date the current weighted average
of the Subordinate Percentages for the Certificates is equal to or greater than
two times the initial weighted average of the Subordinate Percentages for the
Certificates, and (a) the aggregate Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Current Principal Amount of the
Subordinate Certificates does not exceed __% and (b)(i) on or prior to the
Distribution Date in ____ 200_ cumulative Realized Losses on the Mortgage Loans
as of the end of the related Prepayment Period do not exceed __% of the Original
Subordinate Principal Balance and (ii) after the Distribution Date in ______
200_ cumulative Realized Losses on the Mortgage Loans as of the end of the
related Prepayment Period do not exceed __% of the Original Subordinate
Principal Balance, then, the Group 4


                                       17
<PAGE>

Senior Prepayment Percentage for such Distribution Date will equal the Group 4
Senior Percentage; provided, however, if on such Distribution Date the current
weighted average of the Subordinate Percentages for the Certificates is equal to
or greater than two times the initial weighted average of the Subordinate
Percentages for the Certificates on or prior to the Distribution Date occurring
in ______ 200_ and the above delinquency and loss tests are met, then the Group
4 Senior Prepayment Percentage for such Distribution Date will equal the Group 4
Senior Percentage plus __% of the Group 4 Subordinate Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the Group 4
Senior Percentage exceeds the Group 4 Senior Percentage as of the Cut-Off Date,
the Group 4 Senior Prepayment Percentage for such Distribution Date will equal
100%. On the Distribution Date on which the Current Principal Amounts of the
Group 4 Senior Certificates are reduced to zero, the Group 4 Senior Prepayment
Percentage shall be the minimum percentage sufficient to effect such reduction
and thereafter shall be zero.

         GROUP 1 SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus
the Group 1 Senior Percentage.

         GROUP 2 SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus
the Group 2 Senior Percentage.

         GROUP 3 SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus
the Group 3 Senior Percentage.

         GROUP 4 SUBORDINATE PERCENTAGE: On any Distribution Date, 100% minus
the Group 4 Senior Percentage.

         GROUP 1 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 1
Mortgage Loans, on any Distribution Date, 100% minus the Group 1 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 1 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of
the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed 100%, the Group 1
Subordinate Prepayment Percentage will equal 100%. If the test set forth in the
preceding sentence is not satisfied on any Distribution Date after the Current
Principal Amount of the Group 1 Senior Certificates have each been reduced to
zero, then the Group 1 Subordinate Prepayment Percentage will equal zero for
such Distribution Date.

         GROUP 2 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 2
Mortgage Loans, on any Distribution Date, 100% minus the Group 2 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 2 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Subordinate Percentages and (b) the aggregate Scheduled Principal


                                       18
<PAGE>

Balance of the Mortgage Loans delinquent 60 days or more (including for this
purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect
to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the sum of the aggregate
Current Principal Amount of the Subordinate Certificates does not exceed 100%,
the Group 2 Subordinate Prepayment Percentage will equal 100%. If the test set
forth in the preceding sentence is not satisfied on any Distribution Date after
the Current Principal Amount of the Group 2 Senior Certificates have each been
reduced to zero, then the Group 2 Subordinate Prepayment Percentage will equal
zero for such Distribution Date.

         GROUP 3 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 3
Mortgage Loans, on any Distribution Date, 100% minus the Group 3 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 3 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of
the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed 100%, the Group 3
Subordinate Prepayment Percentage will equal 100%. If the test set forth in the
preceding sentence is not satisfied on any Distribution Date after the Current
Principal Amount of the Group 3 Senior Certificates have each been reduced to
zero, then the Group 3 Subordinate Prepayment Percentage will equal zero for
such Distribution Date.

         GROUP 4 SUBORDINATE PREPAYMENT PERCENTAGE: With respect to the Group 4
Mortgage Loans, on any Distribution Date, 100% minus the Group 4 Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group 4 Senior Certificates have each been reduced to
zero, if (a) the weighted average of the Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average of
the Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of
the Mortgage Loans delinquent 60 days or more (including for this purpose any
such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the
related Mortgaged Property has been acquired by the Trust), averaged over the
last six months, as a percentage of the sum of the aggregate Current Principal
Amount of the Subordinate Certificates does not exceed 100%, the Group 4
Subordinate Prepayment Percentage will equal 100%. If the test set forth in the
preceding sentence is not satisfied on any Distribution Date after the Current
Principal Amount of the Group 4 Senior Certificates have each been reduced to
zero, then the Group 4 Subordinate Prepayment Percentage will equal zero for
such Distribution Date.

         HOLDER: The Person in whose name a Certificate is registered in the
Certificate Register, except that, subject to Subsections 11.02(b) and 11.05(e),
solely for the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor, the Master Servicer or the
Trustee or any Affiliate thereof shall be deemed not to be outstanding and the
Fractional Undivided Interest evidenced thereby shall not be taken into account
in determining whether the requisite percentage of Fractional Undivided
Interests necessary to effect any such consent has been obtained.


                                       19
<PAGE>

         INDEMNIFIED PERSONS: The Trustee, the Master Servicer, the Custodian
and the Securities Administrator and their officers, directors, agents and
employees and, with respect to the Trustee, any separate co-trustee and its
officers, directors, agents and employees.

         INDEPENDENT: When used with respect to any specified Person, this term
means that such Person (a) is in fact independent of the Depositor or the Master
Servicer and of any Affiliate of the Depositor or the Master Servicer, (b) does
not have any direct financial interest or any material indirect financial
interest in the Depositor or the Master Servicer or any Affiliate of the
Depositor or the Master Servicer and (c) is not connected with the Depositor or
the Master Servicer or any Affiliate as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

         INDEX: The index, if any, specified in a Mortgage Note by reference to
which the related Mortgage Interest Rate will be adjusted from time to time.

         INDIVIDUAL CERTIFICATE: Any Private Certificate registered in the name
of the Holder other than the Depository or its nominee.

         INITIAL CERTIFICATION: The certification substantially in the form of
Exhibit Kne to the Custodial Agreement.

         INSTITUTIONAL ACCREDITED INVESTOR: Any Person meeting the requirements
of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act or
any entity all of the equity holders in which come within such paragraphs.

         INSURANCE POLICY: With respect to any Mortgage Loan, any standard
hazard insurance policy, flood insurance policy or title insurance policy.

         INSURANCE PROCEEDS: Amounts paid by the insurer under any Insurance
Policy covering any Mortgage Loan or Mortgaged Property other than amounts
required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note or Security Instrument and other than amounts used to repair or
restore the Mortgaged Property or to reimburse insured expenses.

         INTEREST ACCRUAL PERIOD: With respect to each Distribution Date, for
each Class of Certificates, the calendar month preceding the month in which such
Distribution Date occurs.

         INTEREST ADJUSTMENT DATE: With respect to a Mortgage Loan, the date, if
any, specified in the related Mortgage Note on which the Mortgage Interest Rate
is subject to adjustment.

         INTEREST ONLY CERTIFICATES: The Class I-X-A-1, Class II-X-A-1 and Class
III-X-A-1 Certificates.

         INTEREST SHORTFALL: With respect to any Distribution Date and each
Mortgage Loan that during the related Prepayment Period was the subject of a
Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount
determined as follows:

         (a) Partial principal prepayments received during the relevant
Prepayment Period: The difference between (i) one month's interest at the
applicable Net Rate on the amount of such


                                       20
<PAGE>

prepayment and (ii) the amount of interest for the calendar month of such
prepayment (adjusted to the applicable Net Rate) received at the time of such
prepayment;

         (b) Principal prepayments in full received during the relevant
Prepayment Period: The difference between (i) one month's interest at the
applicable Net Rate on the Scheduled Principal Balance of such Mortgage Loan
immediately prior to such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Rate) received
at the time of such prepayment; and

         (c) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan, the
excess of (i) 30 days' interest (or, in the case of a principal prepayment in
full, interest to the date of prepayment) on the Scheduled Principal Balance
thereof (or, in the case of a principal prepayment in part, on the amount so
prepaid) at the related Net Rate over (ii) 30 days' interest (or, in the case of
a principal prepayment in full, interest to the date of prepayment) on such
Scheduled Principal Balance (or, in the case of a Principal Prepayment in part,
on the amount so prepaid) at the Net Rate required to be paid by the Mortgagor
as limited by application of the Relief Act.

         INTERIM CERTIFICATION: The certification substantially in the form of
Exhibit Two to the Custodial Agreement.

         INVESTMENT LETTER: The letter to be furnished by each Institutional
Accredited Investor which purchases any of the Private Certificates in
connection with such purchase, substantially in the form set forth as Exhibit
F-1 hereto.

         LENDER-PAID PMI RATE: With respect to each Mortgage Loan covered by a
lender-paid primary mortgage insurance policy, the amount payable to the related
insurer, as stated in the Mortgage Loan Schedule.

         LIQUIDATED MORTGAGE LOAN: Any defaulted Mortgage Loan as to which the
related Servicer or the Master Servicer has determined that all amounts it
expects to recover from or on account of such Mortgage Loan have been recovered.

         LIQUIDATION DATE: With respect to any Liquidated Mortgage Loan, the
date on which the Master Servicer or the related Servicer has certified that
such Mortgage Loan has become a Liquidated Mortgage Loan.

         LIQUIDATION EXPENSES: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the Master
Servicer or the related Servicers in connection with the liquidation of such
Mortgage Loan and the related Mortgage Property, such expenses including (a)
property protection expenses, (b) property sales expenses, (c) foreclosure and
sale costs, including court costs and reasonable attorneys' fees, and (d)
similar expenses reasonably paid or incurred in connection with liquidation.

         LIQUIDATION PROCEEDS: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through trustee's sale, foreclosure sale,
Insurance Proceeds, condemnation proceeds or otherwise, plus, with respect to a
defaulted Mortgage Loan that is an Additional Collateral Mortgage Loan, the
amount realized on the related Additional Collateral with respect to such
Mortgage Loan in accordance with the provisions of the Additional


                                       21
<PAGE>

Collateral Servicing Agreement. Liquidation Payments shall also include any
Required Surety Payment.

         LOAN GROUP: Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4,
as applicable.

         LOAN GROUP 1: The group of Mortgage Loans designated as belonging to
Loan Group 1 on the Mortgage Loan Schedule.

         LOAN GROUP 2: The group of Mortgage Loans designated as belonging to
Loan Group 2 on the Mortgage Loan Schedule.

         LOAN GROUP 3: The group of Mortgage Loans designated as belonging to
Loan Group 3 on the Mortgage Loan Schedule.

         LOAN GROUP 4: The group of Mortgage Loans designated as belonging to
Loan Group 4 on the Mortgage Loan Schedule.

         LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which is the
Original Value of the related Mortgaged Property.

         LOSS ALLOCATION LIMITATION: The meaning specified in Section 6.02(c)
hereof.

         LOST NOTES: The original Mortgage Notes that have been lost, as
indicated on the Mortgage Loan Schedule.

         MASTER SERVICER: As of the Closing Date, [NAME OF MASTER SERVICER] and,
thereafter, its respective successors in interest who meet the qualifications of
the Servicing Agreements and this Agreement.

         MASTER SERVICER COLLECTION ACCOUNT: The trust account or accounts
created and maintained pursuant to Section 4.02, which shall be denominated
"[NAME OF TRUSTEE], as Trustee f/b/o holders of Structured Asset Mortgage
Investments II Inc., [NAME OF SERIES], Mortgage Pass- Through Certificates,
Series ____-_ - Master Servicer Collection Account." The Master Servicer
Collection Account shall be an Eligible Account.

         MASTER SERVICING COMPENSATION: The meaning specified in Section 3.14.
         MAXIMUM LIFETIME MORTGAGE RATE: The maximum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.

         MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

         MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.


                                       22
<PAGE>

         MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.

         MINIMUM LIFETIME MORTGAGE RATE: The minimum level to which a Mortgage
Interest Rate can adjust in accordance with its terms, regardless of changes in
the applicable Index.

         MOM LOAN: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.

         MONTHLY ADVANCE: An advance of principal or interest required to be
made by the applicable Servicer pursuant to the related Servicing Agreement or
the Master Servicer pursuant to Section 6.05.

         MOODY'S: Moody's Investors Service, Inc. or its successor in interest.

         MORTGAGE 100K LOAN: As defined in the Additional Collateral Servicing
Agreement.

         MORTGAGE 100K PLEDGE AGREEMENT: As defined in the Additional Collateral
Servicing Agreement.

         MORTGAGE FILE: The mortgage documents listed in Section 2.01(b)
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.

         MORTGAGE INTEREST RATE: The annual rate at which interest accrues from
time to time on any Mortgage Loan pursuant to the related Mortgage Note, which
rate is equal to the "Mortgage Interest Rate" set forth with respect thereto on
the Mortgage Loan Schedule.

         MORTGAGE LOAN: A mortgage loan transferred and assigned to the Trustee
pursuant to Section 2.01 or Section 2.04 and held as a part of the Trust Fund,
as identified in the Mortgage Loan Schedule (which shall include, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto), including a mortgage loan the property securing which has
become an REO Property.

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement
dated as of _______ __, 200_, between the Mortgage Loan Seller, as seller, and
Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments
thereof and supplements thereto, attached as Exhibit J.

         MORTGAGE LOAN SCHEDULE: The schedule, attached hereto as Exhibit B with
respect to the Mortgage Loans and as amended from time to time to reflect the
repurchase or substitution of Mortgage Loans pursuant to this Agreement.


                                       23
<PAGE>

         MORTGAGE LOAN SELLER: [NAME OF MORTGAGE LOAN SELLER], as mortgage loan
seller under the Mortgage Loan Purchase Agreement.

         MORTGAGE NOTE: The originally executed note or other evidence of the
indebtedness of a Mortgagor under the related Mortgage Loan.

         MORTGAGED PROPERTY: Land and improvements securing the indebtedness of
a Mortgagor under the related Mortgage Loan or, in the case of REO Property,
such REO Property, or, in the case of a Cooperative Loan, the related
Cooperative Lease and Cooperative Stock.

         MORTGAGOR: The obligor on a Mortgage Note.

         NET INTEREST SHORTFALL: With respect to any Distribution Date, the
Interest Shortfall, if any, for such Distribution Date net of Compensating
Interest Payments made with respect to such Distribution Date.

         NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan,
Liquidation Proceeds net of (i) Liquidation Expenses which are payable therefrom
to the related Servicer or the Master Servicer in accordance with the related
Servicing Agreement or this Agreement and (ii) unreimbursed advances by the
related Servicer or the Master Servicer and Monthly Advances.

         NET RATE: With respect to each Mortgage Loan, the Mortgage Interest
Rate in effect from time to time less the Aggregate Expense Rate (expressed as a
per annum rate).

         NONRECOVERABLE ADVANCE: Any advance or Monthly Advance (i) which was
previously made or is proposed to be made by the Master Servicer, the Trustee
(as successor Master Servicer) or the applicable Servicer and (ii) which, in the
good faith judgment of the Master Servicer, the Trustee or the applicable
Servicer, will not or, in the case of a proposed advance or Monthly Advance,
would not, be ultimately recoverable by the Master Servicer, the Trustee (as
successor Master Servicer) or the applicable Servicer from Liquidation Proceeds,
Insurance Proceeds or future payments on the Mortgage Loan for which such
advance or Monthly Advance was made or is proposed to be made.

         NOTIONAL AMOUNT: The Notional Amount of the Class I-X-A-1 Certificates,
as of any date of determination, is equal to the Current Principal Amount of the
Class I-A-1 Certificates. For federal income tax purposes, however, the notional
amount of the Class I-X-A-1 Certificates is the Uncertificated Principal Balance
of REMIC II Regular Interest I-A-1. The Notional Amount of the Class II-X-A-1
Certificates, as of any date of determination, is equal to the Current Principal
Amount of the Class II-A-1 Certificates. For federal income tax purposes,
however, the notional amount of the Class II-X-A-1 Certificates is the
Uncertificated Principal Balance of REMIC II Regular Interest II-A-1. The
Notional Amount of the Class III-X-A-1 Certificates, as of any date of
determination, is equal to the Current Principal Amount of the Class III-A-1
Certificates. For federal income tax purposes, however, the notional amount of
the Class III-X-A-1 Certificates is the Uncertificated Principal Balance of
REMIC II Regular Interest III-A-1.

         OFFERED CERTIFICATE: Any Senior Certificate or Offered Subordinate
Certificate.


                                       24
<PAGE>

         OFFERED SUBORDINATE CERTIFICATES: The Class B-l, Class B-2 and Class
B-3 Certificates.

         OFFICER'S CERTIFICATE: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President or
Assistant Vice President or other authorized officer of the Master Servicer or
the Depositor, as applicable, and delivered to the Trustee, as required by this
Agreement.

         OPINION OF COUNSEL: A written opinion of counsel who is or are
acceptable to the Trustee and who, unless required to be Independent (an
"Opinion of Independent Counsel"), may be internal counsel for the Mortgage Loan
Seller, the Master Servicer or the Depositor.

         ORIGINAL SUBORDINATE PRINCIPAL BALANCE: The sum of the aggregate
Current Principal Amounts of each Class of Subordinate Certificates as of the
Closing Date.

         ORIGINAL VALUE: The lesser of (i) the Appraised Value or (ii) the sales
price of a Mortgaged Property at the time of origination of a Mortgage Loan,
except in instances where either clauses (i) or (ii) is unavailable, the other
may be used to determine the Original Value, or if both clauses (i) and (ii) are
unavailable, Original Value may be determined from other sources reasonably
acceptable to the Depositor.

         OUTSTANDING MORTGAGE LOAN: With respect to any Due Date, a Mortgage
Loan which, prior to such Due Date, was not the subject of a Principal
Prepayment in full, did not become a Liquidated Mortgage Loan and was not
purchased or replaced.

         OUTSTANDING PRINCIPAL BALANCE: As of the time of any determination, the
principal balance of a Mortgage Loan remaining to be paid by the Mortgagor, or,
in the case of an REO Property, the principal balance of the related Mortgage
Loan remaining to be paid by the Mortgagor at the time such property was
acquired by the Trust Fund less any Net Liquidation Proceeds with respect
thereto to the extent applied to principal.

         PARENT POWER(R)AGREEMENT: As defined in the Additional Collateral
Servicing Agreement.

         PARENT POWER(R)MORTGAGE LOAN: As defined in the Additional Collateral
Servicing Agreement.

         PASS-THROUGH RATE: As to each Class of Certificates and the REMIC I
Regular Interests and REMIC II Regular Interests, the rate of interest
determined as provided with respect thereto, in Section 5.01(c). Any monthly
calculation of interest at a stated rate shall be based upon annual interest at
such rate divided by twelve.

         PERIODIC RATE CAP: With respect to each Mortgage Loan, the maximum
adjustment that can be made to the Mortgage Interest Rate on each Interest
Adjustment Date in accordance with its terms, regardless of changes in the
applicable Index.

         PERMITTED INVESTMENTS: Any one or more of the following obligations or
securities held in the name of the Trustee for the benefit of the
Certificateholders:


                                       25
<PAGE>

         (i) direct obligations of, and obligations the timely payment of which
are fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America;

         (ii) (a) demand or time deposits, federal funds or bankers' acceptances
issued by any depository institution or trust company incorporated under the
laws of the United States of America or any state thereof (including the Trustee
or the Master Servicer or its Affiliates acting in its commercial banking
capacity) and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or the short- term
debt rating and/or the long-term unsecured debt obligations of such depository
institution or trust company at the time of such investment or contractual
commitment providing for such investment have the Applicable Credit Rating or
better from each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the Federal Deposit Insurance
Corporation;

         (iii) repurchase obligations with respect to (a) any security described
in clause (i) above or (b) any other security issued or guaranteed by an agency
or instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America, in either
case entered into with a depository institution or trust company (acting as
principal) described in clause (ii)(a) above where the Trustee holds the
security therefor;

         (iv) securities bearing interest or sold at a discount issued by any
corporation (including the Trustee or the Master Servicer or its Affiliates)
incorporated under the laws of the United States of America or any state thereof
that have the Applicable Credit Rating or better from each Rating Agency at the
time of such investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation will not
be Permitted Investments to the extent that investments therein will cause the
then outstanding principal amount of securities issued by such corporation and
held as part of the Trust to exceed 10% of the aggregate Outstanding Principal
Balances of all the Mortgage Loans and Permitted Investments held as part of the
Trust;

         (v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) having the
Applicable Credit Rating or better from each Rating Agency at the time of such
investment;

         (vi) a Reinvestment Agreement issued by any bank, insurance company or
other corporation or entity;

         (vii) any other demand, money market or time deposit, obligation,
security or investment as may be acceptable to each Rating Agency as evidenced
in writing by each Rating Agency to the Trustee; and

         (viii) any money market or common trust fund having the Applicable
Credit Rating or better from each Rating Agency, including any such fund for
which the Trustee or Master Servicer or any affiliate of the Trustee or Master
Servicer acts as a manager or an advisor;



                                       26
<PAGE>

provided, however, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such instrument or
if such security provides for payment of both principal and interest with a
yield to maturity in excess of 120% of the yield to maturity at par or if such
instrument or security is purchased at a price greater than par.

         PERMITTED TRANSFEREE: Any Person other than a Disqualified Organization
or an "electing large partnership" (as defined by Section 775 of the Code).

         PERSON: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         PHYSICAL CERTIFICATES: The Residual Certificates and the Private
Certificates.

         PREPAYMENT CHARGE: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of such
Mortgage Loan in accordance with the terms thereof.

         PREPAYMENT PERIOD: With respect to any Mortgage Loan and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.

         PRINCIPAL PREPAYMENT: Any payment (whether partial or full) or other
recovery of principal on a Mortgage Loan which is received in advance of its
scheduled Due Date to the extent that it is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment, including Insurance Proceeds
and Repurchase Proceeds, but excluding the principal portion of Net Liquidation
Proceeds.

         PRIVATE CERTIFICATES: Any Class B-4, Class B-5 and Class B-6
Certificate.

         PROTECTED ACCOUNT: An account established and maintained for the
benefit of Certificateholders by each Servicer with respect to the related
Mortgage Loans and with respect to REO Property pursuant to the respective
Servicing Agreements.

         QIB: A Qualified Institutional Buyer as defined in Rule 144A
promulgated under the Securities Act.

         QUALIFIED INSURER: Any insurance company duly qualified as such under
the laws of the state or states in which the related Mortgaged Property or
Mortgaged Properties is or are located, duly authorized and licensed in such
state or states to transact the type of insurance business in which it is
engaged and approved as an insurer by the Master Servicer, so long as the claims
paying ability of which is acceptable to the Rating Agencies for pass-through
certificates having the same rating as the Certificates rated by the Rating
Agencies as of the Closing Date.

         RATING AGENCIES: [R/A] AND [R/A].

         REALIZED LOSS: Any (i) Bankruptcy Loss or (ii) as to any Liquidated
Mortgage Loan, (x) the Outstanding Principal Balance of such Liquidated Mortgage
Loan plus accrued and


                                       27
<PAGE>

unpaid interest thereon at the Mortgage Interest Rate through the last day of
the month of such liquidation, less (y) the related Net Liquidation Proceeds
with respect to such Mortgage Loan and the related Mortgage Property.

         RECORD DATE: With respect to any Distribution Date, the close of
business on the last Business Day of the month immediately preceding the month
of such Distribution Date.

         REGULATION AB: Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.

         REINVESTMENT AGREEMENTS: One or more reinvestment agreements,
acceptable to the Rating Agencies, from a bank, insurance company or other
corporation or entity (including the Trustee).

         RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar state law.

         RELIEF ACT MORTGAGE LOAN: Any Mortgage Loan as to which the Scheduled
Payment thereof has been reduced due to the application of the Relief Act.

         REMIC: A real estate mortgage investment conduit, as defined in the
Code.

         REMIC I: That group of assets contained in the Trust Fund designated as
a REMIC consisting of (i) the Mortgage Loans, (ii) the Master Servicer
Collection Account, (iii) any REO Property relating to the Mortgage Loans, (iv)
the rights with respect to any related Servicing Agreement, (v) the rights with
respect to any related Assignment Agreement and (vi) any proceeds of the
foregoing.

         REMIC I INTERESTS: The REMIC I Regular Interests and the Class R-I
Certificates.

         REMIC I REGULAR INTERESTS: The REMIC I Regular Interests, with such
terms as described in Section 5.01(c).

         REMIC I SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated
Principal Balances of each of the REMIC I Regular Interests ending with the
designation "A," equal to the ratio among, with respect to each such REMIC I
Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the Current Principal
Amount of the Senior Certificates in the related Group.

         REMIC II: That group of assets contained in the Trust Fund designated
as a REMIC consisting of the REMIC I Regular Interests.

         REMIC II INTERESTS: The REMIC II Regular Interests and the Class R-II
Certificates.

         REMIC II REGULAR INTERESTS: As defined in Section 5.01(c).


                                       28
<PAGE>

         REMIC III: That group of assets contained in the Trust Fund designated
as a REMIC consisting of the REMIC II Regular Interests.

         REMIC III INTERESTS: The REMIC III Regular Certificates and the Class
R-III Certificates.

         REMIC III REGULAR CERTIFICATES: As defined in Section 5.01(c).

         REMIC OPINION: An Opinion of Independent Counsel, to the effect that
the proposed action described therein would not, under the REMIC Provisions, (i)
cause any REMIC to fail to qualify as a REMIC while any regular interest in such
REMIC is outstanding, (ii) result in a tax on prohibited transactions with
respect to any REMIC or (iii) constitute a taxable contribution to any REMIC
after the Startup Day.

         REMIC PROVISIONS: The provisions of the federal income tax law relating
to the REMIC, which appear at Sections 860A through 860G of the Code, and
related provisions and regulations promulgated thereunder, as the foregoing may
be in effect from time to time.

         REO PROPERTY: A Mortgaged Property acquired in the name of the Trustee,
for the benefit of Certificateholders, by foreclosure or deed-in-lieu of
foreclosure in connection with a defaulted Mortgage Loan.

         REPURCHASE PRICE: With respect to any Mortgage Loan (or any property
acquired with respect thereto) required to be repurchased by the Mortgage Loan
Seller pursuant to the Mortgage Loan Purchase Agreement or Article II of this
Agreement, an amount equal to the sum of (i)(a) 100% of the Outstanding
Principal Balance of such Mortgage Loan as of the date of repurchase (or if the
related Mortgaged Property was acquired with respect thereto, 100% of the
Outstanding Principal Balance at the date of the acquisition), plus (b) accrued
but unpaid interest on the Outstanding Principal Balance at the related Mortgage
Interest Rate, through and including the last day of the month of repurchase,
plus (c) any unreimbursed Monthly Advances and servicing advances payable to the
Servicer of the Mortgage Loan and (ii) any costs and damages (if any) incurred
by the Trust in connection with any violation of such Mortgage Loan of any
predatory or abusive lending laws.

         REPURCHASE PROCEEDS: the Repurchase Price in connection with any
repurchase of a Mortgage Loan by the Mortgage Loan Seller and any cash deposit
in connection with the substitution of a Mortgage Loan.

         REQUEST FOR RELEASE: A request for release in the form attached hereto
as Exhibit D.

         REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement with respect to such Mortgage Loan.

         REQUIRED SURETY PAYMENT: With respect to any defaulted Additional
Collateral Mortgage Loan for which a claim is payable under the Surety Bond,
under the procedures referred to in the Additional Collateral Servicing
Agreement, the lesser of (i) the principal portion of the Realized Loss with
respect to such Mortgage Loan and (ii) the excess, if any, of (a)


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<PAGE>

the amount of Additional Collateral required at origination with respect to such
Mortgage Loan (but not more than 30% of the original principal balance of such
Mortgage Loan) over (b) the net proceeds realized by the Additional Collateral
Servicer from the related Additional Collateral.

         RESIDUAL CERTIFICATES: Any of the Class R Certificates.

         RESPONSIBLE OFFICER: Any officer assigned to the Corporate Trust Office
(or any successor thereto), including any Vice President, Assistant Vice
President, Trust Officer, 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 having direct
responsibility for the administration of this Agreement, and any other officer
of the Trustee to whom a matter arising hereunder may be referred.

         RULE 144A CERTIFICATE: The certificate to be furnished by each
purchaser of a Private Certificate (which is also a Physical Certificate) which
is a Qualified Institutional Buyer as defined under Rule 144A promulgated under
the Securities Act, substantially in the form set forth as Exhibit F-2 hereto.

         S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.,
and its successors in interest.

         SCHEDULED PAYMENT: With respect to any Mortgage Loan and any month, the
scheduled payment or payments of principal and interest due during such month on
such Mortgage Loan which either is payable by a Mortgagor in such month under
the related Mortgage Note or, in the case of REO Property, would otherwise have
been payable under the related Mortgage Note.

         SCHEDULED PRINCIPAL: The principal portion of any Scheduled Payment.

         SCHEDULED PRINCIPAL BALANCE: With respect to any Mortgage Loan on any
Distribution Date, (i) the unpaid principal balance of such Mortgage Loan as of
the close of business on the related Due Date (i.e., taking account of the
principal payment to be made on such Due Date and irrespective of any
delinquency in its payment), as specified in the amortization schedule at the
time relating thereto (before any adjustment to such amortization schedule by
reason of any bankruptcy or similar proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any moratorium or similar waiver or grace
period) and less (ii) any Principal Prepayments (including the principal portion
of Net Liquidation Proceeds) received during or prior to the related Prepayment
Period; provided that the Scheduled Principal Balance of a Liquidated Mortgage
Loan is zero.

         SECURITIES ACCOUNT: As defined in the Additional Collateral Servicing
Agreement.

         SECURITIES ACT: The Securities Act of 1933, as amended.

         SECURITIES ADMINISTRATOR: [NAME OF SECURITIES ADMINISTRATOR], or its
successor in interest, or any successor securities administrator appointed as
herein provided.

         SECURITIES LEGEND: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE


                                       30
<PAGE>

"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR"
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY
OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, AND SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED [in the case of a Residual Certificate or a Private
Certificate] UNLESS THE OPINION OF COUNSEL REQUIRED BY SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT IS PROVIDED [in the case of the Class B-4, Class
B-5 and Class B-6 Certificates]:, UNLESS THE PROPOSED TRANSFER AND HOLDING OF A
CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS
ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED
UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT
NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE
90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
FIDUCIARY DUTIES ON THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE
MASTER SERVICER, ANY SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED
BY AN OWNER OF A BOOK- ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE
EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON
BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR."

         SECURITY AGREEMENT: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.


                                       31
<PAGE>

         SECURITY INSTRUMENT: A written instrument creating a valid first lien
on a Mortgaged Property securing a Mortgage Note, which may be any applicable
form of mortgage, deed of trust, deed to secure debt or security deed, including
any riders or addenda thereto.

         SENIOR CERTIFICATES: The Group 1 Senior Certificates, Group 2 Senior
Certificates, Group 3 Senior Certificates or Group 4 Senior Certificates.

         SENIOR OPTIMAL PRINCIPAL AMOUNT: The Group 1 Senior Optimal Principal
Amount, Group 2 Senior Optimal Principal Amount, Group 3 Senior Optimal
Principal Amount or Group 4 Senior Optimal Principal Amount, as applicable.

         SENIOR PERCENTAGE: The Group 1 Senior Percentage, Group 2 Senior
Percentage, Group 3 Senior Percentage or Group 4 Senior Percentage.

         SENIOR PREPAYMENT PERCENTAGE: The Group 1 Senior Prepayment Percentage,
Group 2 Senior Prepayment Percentage, Group 3 Senior Prepayment Percentage or
Group 4 Senior Prepayment Percentage.

         SERVICER: With respect to each Mortgage Loan, [NAMES OF SERVICERS].

         SERVICER REMITTANCE DATE: With respect to each Mortgage Loan, the date
set forth in the related Servicing Agreement.

         SERVICING AGREEMENTS: The [NAMES OF SERVICING AGREEMENTS].

         SERVICING CRITERIA: The "servicing criteria" set forth in Item 1122(d)
of Regulation AB, as such may be amended from time to time, or those Servicing
Criteria otherwise mutually agreed to by EMC and the applicable Servicer in
response to evolving interpretations of Regulation AB and incorporated into a
revised Exhibit N.

         SERVICING FEE: As to any Mortgage Loan and Distribution Date, an amount
equal to the product of (i) the Scheduled Principal Balance of such Mortgage
Loan as of the Due Date in the preceding calendar month and (ii) the applicable
Servicing Fee Rate.

         SERVICING FEE RATE: As to any Mortgage Loan, a per annum rate as set
forth in the Mortgage Loan Schedule.

         STARTUP DAY: ____ __, 200_.

         SUBORDINATE CERTIFICATES: The Class B-1, Class B-2, Class B-3, Class
B-4, Class B-5 and Class B-6 Certificates.

         SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: As to any Distribution Date,
the amount by which (a) the sum of the Current Principal Amounts of all the
Certificates (after giving effect to the distribution of principal and the
allocation of applicable Realized Losses in reduction of the Current Principal
Amounts of such Certificates on such Distribution Date) exceeds (b) the
aggregate Scheduled Principal Balances of the Mortgage Loans on the Due Date
related to such Distribution Date.


                                       32
<PAGE>

         SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: As to any Distribution Date, an
amount equal to the sum, without duplication, of the following for the Group 1,
Group 2, Group 3 and Group 4 Mortgage Loans (but in no event greater than the
aggregate Current Principal Amount of the Subordinate Certificates immediately
prior to such Distribution Date):

         (i) the applicable Subordinate Percentage of the principal portion of
all Scheduled Payments due on each Outstanding Mortgage Loan in the related Loan
Group on the related Due Date as specified in the amortization schedule at the
time applicable thereto (after adjustment for previous Principal Prepayments but
before any adjustment to such amortization schedule by reason of any bankruptcy
or similar proceeding or any moratorium or similar waiver or grace period);

         (ii) the applicable Subordinate Prepayment Percentage of the Scheduled
Principal Balance of each Mortgage Loan in the related Loan Group that was the
subject of a Principal Prepayment in full received by the Master Servicer during
the related Prepayment Period;

         (iii) the applicable Subordinate Prepayment Percentage of each
Principal Prepayment in part received during the related Prepayment Period with
respect to each Mortgage Loan in the related Loan Group;
         (iv) the excess, if any, of (a) all Net Liquidation Proceeds allocable
to principal received during the related Prepayment Period in respect of each
Liquidated Mortgage Loan in the related Loan Group over (b) the sum of the
amounts distributable to the related Senior Certificateholders pursuant to
clause (iv) of the related definition of Senior Optimal Principal Amount on such
Distribution Date;

         (v) the applicable Subordinate Prepayment Percentage of the sum of (a)
the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group
which was purchased with respect to such Distribution Date and (b) the
difference, if any, between the Scheduled Principal Balance of a Mortgage Loan
in the related Loan Group that has been replaced by the Mortgage Loan Seller
with a Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement
in connection with such Distribution Date over the Scheduled Principal Balance
of such Substitute Mortgage Loan; and

         (vi) on the Distribution Date on which the Current Principal Amounts of
the Group 1 Senior Certificates (other than the Class I-X-A-1 Certificates),
Group 2 Senior Certificates (other than the Class II-X-A-1 Certificates), Group
3 Senior Certificates (other than the Class III-X-A-1 Certificates) or Group 4
Senior Certificates have all been reduced to zero, 100% of the related Senior
Optimal Principal Amount. After the aggregate Current Principal Amount of the
Subordinate Certificates has been reduced to zero, the Subordinate Optimal
Principal Amount shall be zero.

         SUBORDINATE PERCENTAGE: The Group 1, Group 2, Group 3 or Group 4
Subordinate Percentage, with respect to the Group 1, Group 2, Group 3 or Group 4
Mortgage Loans, respectively.


                                       33
<PAGE>

         SUBORDINATE PREPAYMENT PERCENTAGE: The Group 1, Group 2, Group 3 or
Group 4 Subordinate Prepayment Percentage, with respect to the Group 1, Group 2,
Group 3 or Group 4 Mortgage Loans, respectively.

         SUBSTITUTE MORTGAGE LOAN: A mortgage loan tendered to the Trustee
pursuant to the related Servicing Agreement, the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, in each case, (i)
which has an Outstanding Principal Balance not greater nor materially less than
the Mortgage Loan for which it is to be substituted; (ii) which has a Mortgage
Interest Rate and Net Rate not less than, and not materially greater than, such
Mortgage Loan; (iii) which has a maturity date not materially earlier or later
than such Mortgage Loan and not later than the latest maturity date of any
Mortgage Loan; (iv) which is of the same property type and occupancy type as
such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the
Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of
principal and interest as of the date of substitution; (vii) as to which the
payment terms do not vary in any material respect from the payment terms of the
Mortgage Loan for which it is to be substituted and (viii) which has a Gross
Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those
of such Mortgage Loan, has the same Index and interval between Interest
Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no
lower than that of such Mortgage Loan.

         SURETY BOND: The limited purpose Surety Bond (Policy No. _________),
dated _________ __, _____ in respect to certain Additional Collateral Mortgage
Loans, issued by [NAME OF INSURER] for the benefit of certain beneficiaries,
including the Trustee for the benefit of the Certificateholders, but only to the
extent that such Surety Bond covers any Additional Collateral Mortgage Loans.

         SURETY BOND ISSUER: [NAME OF INSURER] or any successor thereto.

         TAX ADMINISTRATION AND TAX MATTERS PERSON: The Securities Administrator
or any successor thereto or assignee thereof shall serve as tax administrator
hereunder and as agent for the Tax Matters Person. The Holder of each Class of
Residual Certificates shall be the Tax Matters Person for the related REMIC, as
more particularly set forth in Section 9.12 hereof.

         TERMINATION PURCHASE PRICE: The price, calculated as set forth in
Section 10.01, to be paid in connection with the repurchase of the Mortgage
Loans pursuant to Section 10.01.

         TRUST FUND OR TRUST: The corpus of the trust created by this Agreement,
consisting of the Mortgage Loans and the other assets described in Section
2.01(a).

         TRUSTEE: [NAME OF TRUSTEE], or its successor in interest, or any
successor trustee appointed as herein provided.

         UNCERTIFICATED PRINCIPAL BALANCE: With respect to any REMIC I Regular
Interest or REMIC II Regular Interest as of any Distribution Date, the initial
principal amount of such Regular Interest, reduced by (i) all amounts
distributed on previous Distribution Dates on such Regular Interest with respect
to principal, (ii) the principal portion of all Realized Losses


                                       34
<PAGE>

allocated prior to such Distribution Date to such Regular Interest, taking
account of the Loss Allocation Limitation and (iii) in the case of a REMIC II
Regular Interest for which the Corresponding Class is a Subordinate Certificate,
such Regular Interest's pro rata share, if any, of the applicable Subordinate
Certificate Writedown Amount allocated to such Corresponding Class for previous
Distribution Dates.

         UNDERLYING SELLER: With respect to each Mortgage Loan, [NAMES OF
UNDERLYING SELLERS], as indicated on the Mortgage Loan Schedule.

         UNINSURED CAUSE: Any cause of damage to a Mortgaged Property or related
REO Property such that the complete restoration of such Mortgaged Property or
related REO Property is not fully reimbursable by the hazard insurance policies
required to be maintained pursuant the related Servicing Agreement, without
regard to whether or not such policy is maintained.

         UNITED STATES PERSON: A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
provided that, for purposes solely of the Class R Certificates, no partnership
or other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more such United States Persons have the authority to control
all substantial decisions of the trust. To the extent prescribed in regulations
by the Secretary of the Treasury, which have not yet been issued, a trust which
was in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States person notwithstanding the previous
sentence.

                                   ARTICLE II
         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01      CONVEYANCE OF MORTGAGE LOANS TO TRUSTEE.

         (a) The Depositor concurrently with the execution and delivery of this
Agreement, sells, transfers and assigns to the Trust without recourse all its
right, title and interest in and to (i) the Mortgage Loans identified in the
Mortgage Loan Schedule, including all interest and principal due with respect to
the Mortgage Loans after the Cut-off Date, but excluding any payments of
principal and interest due on or prior to the Cut-off Date; (ii) such assets as
shall from time to time be credited or are required by the terms of this
Agreement to be credited to the Master Servicer Collection Account, (iii) such
assets relating to the Mortgage Loans as from time to time may be held by the
Servicers in Protected Accounts, the Master Servicer in the Master Servicer
Collection Account and the Trustee in the Distribution Account, (iv) any REO
Property, (v) the Required Insurance Policies and any amounts paid or payable by
the insurer under any Insurance Policy (to the extent the mortgagee has a claim
thereto), (vi) the Mortgage


                                       35
<PAGE>

Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the
rights with respect to the Servicing Agreements as assigned to the Trustee on
behalf of the Certificateholders by the Assignment Agreements, (viii) the
Additional Collateral and the Mortgage Loan Seller's rights in respect of the
Surety Bond relating to the Additional Collateral Mortgage Loans, and (ix) any
proceeds of the foregoing. Although it is the intent of the parties to this
Agreement that the conveyance of the Depositor's right, title and interest in
and to the Mortgage Loans and other assets in the Trust Fund pursuant to this
Agreement shall constitute a purchase and sale and not a loan, in the event that
such conveyance is deemed to be a loan, it is the intent of the parties to this
Agreement that the Depositor shall be deemed to have granted to the Trustee a
first priority perfected security interest in all of the Depositor's right,
title and interest in, to and under the Mortgage Loans and other assets in the
Trust Fund, and that this Agreement shall constitute a security agreement under
applicable law.

         (b) In connection with the above transfer and assignment, the Depositor
hereby deposits with the Trustee or the Custodian, as its agent, with respect to
(I) each Mortgage Loan (other than a Cooperative Loan):

                  (i) the original Mortgage Note, endorsed without recourse to
         the order of the Trustee and showing an unbroken chain of endorsements
         from the original payee thereof to the Person endorsing it to the
         Trustee, or lost note affidavit together with a copy of the related
         Mortgage Note,

                  (ii) the original Mortgage and, if the related Mortgage Loan
         is a MOM Loan, noting the presence of the MIN and language indicating
         that such Mortgage Loan is a MOM Loan, which shall have been recorded
         (or if the original is not available, a copy), with evidence of such
         recording indicated thereon (or if clause (x) in the proviso below
         applies, shall be in recordable form),

                  (iii) unless the Mortgage Loan is a MOM Loan, a certified copy
         of the assignment (which may be in the form of a blanket assignment if
         permitted in the jurisdiction in which the Mortgaged Property is
         located) to "[NAME OF TRUSTEE], as Trustee", with evidence of recording
         with respect to each Mortgage Loan in the name of the Trustee thereon
         (or if clause (x) in the proviso below applies or for Mortgage Loans
         with respect to which the related Mortgaged Property is located in a
         state other than Maryland or an Opinion of Counsel has been provided as
         set forth in this Section 2.01(b), shall be in recordable form),

                  (iv) all intervening assignments of the Security Instrument,
         if applicable and only to the extent available to the Depositor with
         evidence of recording thereon,

                  (v) the original or a copy of the policy or certificate of
         primary mortgage guaranty insurance, to the extent available, if any,

                  (vi) the original policy of title insurance or mortgagee's
         certificate of title insurance or commitment or binder for title
         insurance, and

                  (vii) originals of all modification agreements, if applicable
         and available.

and (II) with respect to each Cooperative Loan so assigned:


                                       36
<PAGE>

                  (i) The original Mortgage Note, endorsed without recourse to
         the order of the Trustee and showing an unbroken chain of endorsements
         from the originator thereof to the Person endorsing it to the Trustee,
         or lost note affidavit, together with a copy of the related Mortgage
         Note;

                  (ii) A counterpart of the Cooperative Lease and the Assignment
         of Proprietary Lease to the originator of the Cooperative Loan with
         intervening assignments showing an unbroken chain of title from such
         originator to the Trustee;

                  (iii) The related Cooperative Stock Certificate, representing
         the related Cooperative Stock pledged with respect to such Cooperative
         Loan, together with an undated stock power (or other similar
         instrument) executed in blank;

                  (iv) The original recognition agreement by the Cooperative of
         the interests of the mortgagee with respect to the related Cooperative
         Loan;

                  (v) The Security Agreement;

                  (vi) Copies of the original UCC-1 financing statement, and any
         continuation statements, filed by the originator of such Cooperative
         Loan as secured party, each with evidence of recording thereof,
         evidencing the interest of the originator under the Security Agreement
         and the Assignment of Proprietary Lease;

                  (vii) Copies of the filed UCC-3 assignments of the security
         interest referenced in clause (vi) above showing an unbroken chain of
         title from the originator to the Trustee, each with evidence of
         recording thereof, evidencing the interest of the originator under the
         Security Agreement and the Assignment of Proprietary Lease;

                  (viii) An executed assignment of the interest of the
         originator in the Security Agreement, Assignment of Proprietary Lease
         and the recognition agreement referenced in clause (iv) above, showing
         an unbroken chain of title from the originator to the Trustee; and

                  (ix) The original of each modification, assumption agreement
         or preferred loan agreement, if any, relating to such Cooperative Loan;

PROVIDED, HOWEVER, that in lieu of the foregoing, the Depositor may deliver the
following documents, under the circumstances set forth below: (x) in lieu of the
original Security Instrument, assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will, upon
receipt of recording information relating to the Security Instrument required to
be included thereon, be delivered to recording offices for recording and have
not been returned to the Depositor in time to permit their delivery as specified
above, the Depositor may deliver a true copy thereof with a certification by the
Depositor, on the face of such copy, substantially as follows: "Certified to be
a true and correct copy of the original, which has been transmitted for
recording"; (y) in lieu of the Security Instrument, assignment to the Trustee or
intervening assignments thereof, if the applicable jurisdiction retains the
originals of such documents (as evidenced by a certification from the Depositor
to such effect) the Depositor may deliver photocopies of such documents
containing an original certification by the judicial or other governmental
authority of the jurisdiction where


                                       37
<PAGE>

such documents were recorded; and (z) the Depositor shall not be required to
deliver intervening assignments or Mortgage Note endorsements between the
related Underlying Seller and the Mortgage Loan Seller, between the Mortgage
Loan Seller and the Depositor, and between the Depositor and the Trustee; and
provided, further, however, that in the case of Mortgage Loans which have been
prepaid in full after the Cut-off Date and prior to the Closing Date, the
Depositor, in lieu of delivering the above documents, may deliver to the Trustee
or the Custodian, as its agent, a certification to such effect and shall deposit
all amounts paid in respect of such Mortgage Loans in the Master Servicer
Collection Account on the Closing Date. The Depositor shall deliver such
original documents (including any original documents as to which certified
copies had previously been delivered) to the Trustee or the Custodian, as its
agent, promptly after they are received. The Depositor shall cause, at its
expense, the assignment of the Security Instrument to the Trustee to be recorded
not later than 180 days after the Closing Date, unless (a) such recordation is
not required by the Rating Agencies or an Opinion of Counsel addressed to the
Trustee has been provided to the Trustee (with a copy to the Custodian) which
states that recordation of such Security Instrument is not required to protect
the interests of the Certificateholders in the related Mortgage Loans or (b)
MERS is identified on the Mortgage or on a properly recorded assignment of the
Mortgage as the mortgagee of record solely as nominee for the Depositor and its
successor and assigns; provided, however, that each assignment shall be
submitted for recording by the Depositor in the manner described above, at no
expense to the Trust or the Trustee or the Custodian, as its agent, upon the
earliest to occur of: (i) reasonable direction by the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 25% of the
Trust, (ii) the occurrence of an Event of Default, (iii) the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Depositor and (iv) the
occurrence of a servicing transfer as described in Section 8.02 hereof.
Notwithstanding the foregoing, if the Depositor fails to pay the cost of
recording the assignments, such expense will be paid by the Trustee and the
Trustee shall be reimbursed for such expenses by the Trust in accordance with
Section 9.05.

         (c) Each of the Mortgage Loan Seller (to the extent such rights have
not previously been conveyed to the Depositor pursuant to the Mortgage Loan
Purchase Agreement) and the Depositor hereby assign to the Trustee (i) its
security interest in and to any Additional Collateral, its right to receive
amounts due or to become due in respect of any Additional Collateral and all of
its rights in each Additional Collateral Agreement and (ii) its rights as
beneficiary under the Surety Bond, in respect of any Additional Collateral
Mortgage Loans.

Section 2.02      ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE.

         (a) The Trustee acknowledges the sale, transfer and assignment of the
Trust Fund to it by the Depositor and receipt of, subject to further review and
the exceptions which may be noted pursuant to the procedures described below,
and declares that it holds, the documents (or certified copies thereof)
delivered to it pursuant to Section 2.01, and declares that it will continue to
hold those documents and any amendments, replacements or supplements thereto and
all other assets of the Trust Fund delivered to it as Trustee in trust for the
use and benefit of all present and future Holders of the Certificates. On the
Closing Date, the Custodian, with respect to the Mortgage Loans, shall
acknowledge with respect to each Mortgage Loan by delivery to the Depositor and
the Trustee of an Initial Certification receipt of the Mortgage File, but
without review of such Mortgage File, except to the extent necessary to confirm
that such Mortgage File contains the related Mortgage Note or lost note
affidavit. No later than 90 days after the Closing


                                       38
<PAGE>

Date (or, with respect to any Substitute Mortgage Loan, within five Business
Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees,
for the benefit of the Certificateholders, to review or cause to be reviewed by
the Custodian on its behalf (under the Custodial Agreement), each Mortgage File
delivered to it and to execute and deliver, or cause to be executed and
delivered, to the Depositor and the Trustee an Interim Certification. In
conducting such review, the Trustee or Custodian will ascertain whether all
required documents have been executed and received, and based on the Mortgage
Loan Schedule, whether those documents relate, determined on the basis of the
Mortgagor name, original principal balance and loan number, to the Mortgage
Loans it has received, as identified in the Mortgage Loan Schedule. In
performing any such review, the Trustee or the Custodian, as its agent, may
conclusively rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon. If the
Trustee or the Custodian, as its agent, finds any document constituting part of
the Mortgage File not to have been executed or received, or to be unrelated to
the Mortgage Loans identified in Exhibit B or to appear to be defective on its
face, the Trustee or the Custodian, as its agent, shall promptly notify the
Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement,
the Mortgage Loan Seller shall correct or cure any such defect within ninety
(90) days from the date of notice from the Trustee or the Custodian, as its
agent, of the defect and if the Mortgage Loan Seller fails to correct or cure
the defect within such period, and such defect materially and adversely affects
the interests of the Certificateholders in the related Mortgage Loan, the
Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's
obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from
the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at
the Repurchase Price; provided that, if such defect would cause the Mortgage
Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of
the Code, any such cure or repurchase must occur within 90 days from the date
such breach was discovered; provided, however, that if such defect relates
solely to the inability of the Mortgage Loan Seller to deliver the original
Security Instrument or intervening assignments thereof, or a certified copy
because the originals of such documents, or a certified copy have not been
returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be
required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers
such original documents or certified copy promptly upon receipt, but in no event
later than 360 days after the Closing Date. The foregoing repurchase obligation
shall not apply in the event that the Mortgage Loan Seller cannot deliver such
original or copy of any document submitted for recording to the appropriate
recording office in the applicable jurisdiction because such document has not
been returned by such office; provided that the Mortgage Loan Seller shall
instead deliver a recording receipt of such recording office or, if such receipt
is not available, a certificate confirming that such documents have been
accepted for recording, and delivery to the Trustee or the Custodian, as its
agent, shall be effected by the Mortgage Loan Seller within thirty days of its
receipt of the original recorded document.

         (b) No later than 180 days after the Closing Date, the Trustee or the
Custodian, as its agent, will review, for the benefit of the Certificateholders,
the Mortgage Files delivered to it and will execute and deliver or cause to be
executed and delivered to the Depositor and the Trustee a Final Certification.
In conducting such review, the Trustee or the Custodian, as its agent, will
ascertain whether an original of each document required to be recorded has been
returned from the recording office with evidence of recording thereon or a
certified copy has been obtained from the recording office. If the Trustee or
the Custodian, as its agent, finds any document constituting part of the
Mortgage File has not been received, or to be unrelated, determined on


                                       39
<PAGE>

the basis of the Mortgagor name, original principal balance and loan number, to
the Mortgage Loans identified in Exhibit B or to appear defective on its face (a
"Material Defect"), the Trustee or the Custodian, as its agent, shall promptly
notify the Mortgage Loan Seller (provided, however, that with respect to those
documents described in subsections (I)(b)(iv), (v), (vii) and (viii)(2) of
Section 2.01 and subsection (II)(ix) of Section 2.01, the Trustee's obligations
shall extend only to the documents actually delivered pursuant to such
subsections). In accordance with the Mortgage Loan Purchase Agreement, the
Mortgage Loan Seller shall correct or cure any such defect within 90 days from
the date of notice from the Trustee or the Custodian, as its agent, of the
Material Defect and if the Mortgage Loan Seller is unable to cure such defect
within such period, and if such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Trustee
shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan
Purchase Agreement to provide a Substitute Mortgage Loan (if within two years of
the Closing Date) or purchase such Mortgage Loan at the Repurchase Price,
provided that, if such defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur within 90 days from the date such
breach was discovered, provided, however, that if such defect relates solely to
the inability of the Mortgage Loan Seller to deliver the original Security
Instrument or intervening assignments thereof, or a certified copy, because the
originals of such documents or a certified copy, have not been returned by the
applicable jurisdiction, the Mortgage Loan Seller shall not be required to
purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original
documents or certified copy promptly upon receipt, but in no event later than
360 days after the Closing Date. The foregoing repurchase obligation shall not
apply in the event that the Mortgage Loan Seller cannot deliver such original or
copy of any document submitted for recording to the appropriate recording office
in the applicable jurisdiction because such document has not been returned by
such office; provided that the Mortgage Loan Seller shall instead deliver a
recording receipt of such recording office or, if such receipt is not available,
a certificate confirming that such documents have been accepted for recording,
and delivery to the Trustee or the Custodian, as its agent, shall be effected by
the Mortgage Loan Seller within thirty days of its receipt of the original
recorded document.

         (c) In the event that a Mortgage Loan is purchased by the Mortgage Loan
Seller in accordance with Subsections 2.02(a) or (b) above, the Mortgage Loan
Seller shall remit to the Master Servicer the Repurchase Price for deposit in
the Master Servicer Collection Account and the Mortgage Loan Seller shall
provide to the Trustee written notification detailing the components of the
Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer
Collection Account, the Depositor shall notify the Trustee and the Trustee or
the Custodian, as its agent (upon receipt of a Request for Release in the form
of Exhibit D attached hereto with respect to such Mortgage Loan), shall release
to the Mortgage Loan Seller the related Mortgage File and the Trustee shall
execute and deliver all instruments of transfer or assignment, without recourse,
representation or warranty, furnished to it by the Mortgage Loan Seller, as are
necessary to vest in the Mortgage Loan Seller title to and rights under the
Mortgage Loan. Such purchase shall be deemed to have occurred on the date on
which the Repurchase Price in available funds is received by the Trustee. The
Trustee shall amend the Mortgage Loan Schedule, which was previously delivered
to it by Depositor in a form agreed to between the Depositor and the Trustee, to
reflect such repurchase and shall promptly notify the Rating Agencies and the
Master Servicer of such amendment. The obligation of the Mortgage Loan Seller to
repurchase any Mortgage Loan as to which such a defect in a constituent document


                                       40
<PAGE>

exists shall be the sole remedy respecting such defect available to the
Certificateholders or to the Trustee on their behalf.

Section 2.03      ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE
                  AGREEMENT.

         (a) The Depositor hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the Mortgage Loan
Purchase Agreement, including but not limited to the Depositor's rights and
obligations pursuant to the Servicing Agreements (noting that the Mortgage Loan
Seller has retained the right in the event of breach of the representations,
warranties and covenants, if any, with respect to the related Mortgage Loans of
the related Servicer under the related Servicing Agreement to enforce the
provisions thereof and to seek all or any available remedies). The obligations
of the Mortgage Loan Seller to substitute or repurchase, as applicable, a
Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for
any breach thereof. At the request of the Trustee, the Depositor shall take such
actions as may be necessary to enforce the above right, title and interest on
behalf of the Trustee and the Certificateholders or shall execute such further
documents as the Trustee may reasonably require in order to enable the Trustee
to carry out such enforcement.

         (b) If the Depositor, the Securities Administrator or the Trustee
discovers a breach of any of the representations and warranties set forth in the
Mortgage Loan Purchase Agreement, which breach materially and adversely affects
the value of the interests of Certificateholders or the Trustee in the related
Mortgage Loan, the party discovering the breach shall give prompt written notice
of the breach to the other parties. The Mortgage Loan Seller, within 90 days of
its discovery or receipt of notice that such breach has occurred (whichever
occurs earlier), shall cure the breach in all material respects or, subject to
the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, shall purchase the Mortgage Loan or any property acquired with
respect thereto from the Trustee; provided, however, that if there is a breach
of any representation set forth in the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the
related property acquired with respect thereto has been sold, then the Mortgage
Loan Seller shall pay, in lieu of the Repurchase Price, any excess of the
Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If
the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be
paid to the Mortgage Loan Seller to the extent not required by law to be paid to
the borrower.) Any such purchase by the Mortgage Loan Seller shall be made by
providing an amount equal to the Repurchase Price to the Master Servicer for
deposit in the Master Servicer Collection Account and written notification
detailing the components of such Repurchase Price. The Depositor shall notify
the Trustee and submit to the Trustee or the Custodian, as its agent, a Request
for Release, and the Trustee shall release, or the Trustee shall cause the
Custodian to release, to the Mortgage Loan Seller the related Mortgage File and
the Trustee shall execute and deliver all instruments of transfer or assignment
furnished to it by the Mortgage Loan Seller, without recourse, representation or
warranty as are necessary to vest in the Mortgage Loan Seller title to and
rights under the Mortgage Loan or any property acquired with respect thereto.
Such purchase shall be deemed to have occurred on the date on which the
Repurchase Price in available funds is received by the Trustee. The Master
Servicer shall amend the Mortgage Loan Schedule to reflect such repurchase and
shall promptly notify the Trustee and the Rating Agencies of such amendment.
Enforcement of the obligation of the Mortgage Loan Seller to purchase (or
substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property
acquired with respect thereto (or pay the Repurchase Price as set forth in the
above proviso) as to which a


                                       41
<PAGE>

breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee on
their behalf.

Section 2.04      SUBSTITUTION OF MORTGAGE LOANS.

         Notwithstanding anything to the contrary in this Agreement, in lieu of
purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement or
Sections 2.02 or 2.03 of this Agreement, the Mortgage Loan Seller may, no later
than the date by which such purchase by the Mortgage Loan Seller would otherwise
be required, tender to the Trustee a Substitute Mortgage Loan accompanied by a
certificate of an authorized officer of the Mortgage Loan Seller that such
Substitute Mortgage Loan conforms to the requirements set forth in the
definition of "Substitute Mortgage Loan" in the Mortgage Loan Purchase Agreement
or this Agreement, as applicable; provided, however, that substitution pursuant
to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, in lieu of purchase shall not be permitted after the termination of
the two-year period beginning on the Startup Day; provided, further, that if the
breach would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure or substitution must
occur within 90 days from the date the breach was discovered. The Trustee or the
Custodian, as its agent, shall examine the Mortgage File for any Substitute
Mortgage Loan in the manner set forth in Section 2.02(a) and the Trustee or the
Custodian, as its agent, shall notify the Mortgage Loan Seller, in writing,
within five Business Days after receipt, whether or not the documents relating
to the Substitute Mortgage Loan satisfy the requirements of the fourth sentence
of Subsection 2.02(a). Within two Business Days after such notification, the
Mortgage Loan Seller shall provide to the Trustee for deposit in the
Distribution Account the amount, if any, by which the Outstanding Principal
Balance as of the next preceding Due Date of the Mortgage Loan for which
substitution is being made, after giving effect to the Scheduled Principal due
on such date, exceeds the Outstanding Principal Balance as of such date of the
Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such
date, which amount shall be treated for the purposes of this Agreement as if it
were the payment by the Mortgage Loan Seller of the Repurchase Price for the
purchase of a Mortgage Loan by the Mortgage Loan Seller. After such notification
to the Mortgage Loan Seller and, if any such excess exists, upon receipt of such
deposit, the Trustee shall accept such Substitute Mortgage Loan which shall
thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a
substitution, accrued interest on the Substitute Mortgage Loan for the month in
which the substitution occurs and any Principal Prepayments made thereon during
such month shall be the property of the Trust Fund and accrued interest for such
month on the Mortgage Loan for which the substitution is made and any Principal
Prepayments made thereon during such month shall be the property of the Mortgage
Loan Seller. The Scheduled Principal on a Substitute Mortgage Loan due on the
Due Date in the month of substitution shall be the property of the Mortgage Loan
Seller and the Scheduled Principal on the Mortgage Loan for which the
substitution is made due on such Due Date shall be the property of the Trust
Fund. Upon acceptance of the Substitute Mortgage Loan (and delivery to the
Trustee or Custodian of a Request for Release for such Mortgage Loan), the
Trustee shall release to the Mortgage Loan Seller the related Mortgage File
related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, and shall execute
and deliver all instruments of transfer or assignment, without recourse,
representation or warranty in form as provided to it as are necessary to vest in
the Mortgage Loan Seller title to and rights under any Mortgage Loan released
pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement,


                                       42
<PAGE>

as applicable. The Mortgage Loan Seller shall deliver the documents related to
the Substitute Mortgage Loan in accordance with the provisions of the Mortgage
Loan Purchase Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement, as
applicable, with the date of acceptance of the Substitute Mortgage Loan deemed
to be the Closing Date for purposes of the time periods set forth in those
Subsections. The representations and warranties set forth in the Mortgage Loan
Purchase Agreement shall be deemed to have been made by the Mortgage Loan Seller
with respect to each Substitute Mortgage Loan as of the date of acceptance of
such Mortgage Loan by the Trustee. The Master Servicer shall amend the Mortgage
Loan Schedule to reflect such substitution and shall provide a copy of such
amended Mortgage Loan Schedule to the Trustee and the Rating Agencies.

Section 2.05      ISSUANCE OF CERTIFICATES.

         (a) The Trustee acknowledges the assignment to it of the Mortgage Loans
and the other assets comprising the Trust Fund and, concurrently therewith, has
signed, and countersigned and delivered to the Depositor, in exchange therefor,
Certificates in such authorized denominations representing such Fractional
Undivided Interests as the Depositor has requested. The Trustee agrees that it
will hold the Mortgage Loans and such other assets as may from time to time be
delivered to it segregated on the books of the Trustee in trust for the benefit
of the Certificateholders.

         (b) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests, and the other assets of REMIC II for the
benefit of the holders of the REMIC II Certificates. The Trustee acknowledges
receipt of the REMIC I Regular Interests (which are uncertificated) and the
other assets of REMIC II and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC II
Certificates.

         (c) The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC II Regular Interests, and the other assets of REMIC III for the
benefit of the holders of the REMIC III Certificates. The Trustee acknowledges
receipt of the REMIC II Regular Interests (which are uncertificated) and the
other assets of REMIC III and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC III
Certificates.

Section 2.06      REPRESENTATIONS AND WARRANTIES CONCERNING THE DEPOSITOR.

         The Depositor hereby represents and warrants to the Trustee, the Master
Servicer and the Securities Administrator as follows:

                  (i) the Depositor (a) is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         and (b) is qualified and in good standing as a foreign corporation to
         do business in each jurisdiction where such qualification is necessary,
         except where the failure so to qualify would not reasonably be expected
         to have a material adverse effect on the Depositor's business as
         presently


                                       43
<PAGE>

         conducted or on the Depositor's ability to enter into this Agreement
         and to consummate the transactions contemplated hereby;

                  (ii) the Depositor has full corporate power to own its
         property, to carry on its business as presently conducted and to enter
         into and perform its obligations under this Agreement;

                  (iii) the execution and delivery by the Depositor of this
         Agreement have been duly authorized by all necessary corporate action
         on the part of the Depositor; and neither the execution and delivery of
         this Agreement, nor the consummation of the transactions herein
         contemplated, nor compliance with the provisions hereof, will conflict
         with or result in a breach of, or constitute a default under, any of
         the provisions of any law, governmental rule, regulation, judgment,
         decree or order binding on the Depositor or its properties or the
         articles of incorporation or by-laws of the Depositor, except those
         conflicts, breaches or defaults which would not reasonably be expected
         to have a material adverse effect on the Depositor's ability to enter
         into this Agreement and to consummate the transactions contemplated
         hereby;

                  (iv) the execution, delivery and performance by the Depositor
         of this Agreement and the consummation of the transactions contemplated
         hereby do not require the consent or approval of, the giving of notice
         to, the registration with, or the taking of any other action in respect
         of, any state, federal or other governmental authority or agency,
         except those consents, approvals, notices, registrations or other
         actions as have already been obtained, given or made;

                  (v) this Agreement has been duly executed and delivered by the
         Depositor and, assuming due authorization, execution and delivery by
         the other parties hereto, constitutes a valid and binding obligation of
         the Depositor enforceable against it in accordance with its terms
         (subject to applicable bankruptcy and insolvency laws and other similar
         laws affecting the enforcement of the rights of creditors generally);

                  (vi) there are no actions, suits or proceedings pending or, to
         the knowledge of the Depositor, threatened against the Depositor,
         before or by any court, administrative agency, arbitrator or
         governmental body (i) with respect to any of the transactions
         contemplated by this Agreement or (ii) with respect to any other matter
         which in the judgment of the Depositor will be determined adversely to
         the Depositor and will if determined adversely to the Depositor
         materially and adversely affect the Depositor's ability to enter into
         this Agreement or perform its obligations under this Agreement; and the
         Depositor is not in default with respect to any order of any court,
         administrative agency, arbitrator or governmental body so as to
         materially and adversely affect the transactions contemplated by this
         Agreement; and

                  (vii) immediately prior to the transfer and assignment to the
         Trustee, each Mortgage Note and each Mortgage were not subject to an
         assignment or pledge, and the Depositor had good and marketable title
         to and was the sole owner thereof and had full right to transfer and
         sell such Mortgage Loan to the Trustee free and clear of any
         encumbrance, equity, lien, pledge, charge, claim or security interest.


                                       44
<PAGE>

Section 2.07      Purposes and Powers of the Trust.

         (a) The purpose of the common law trust, as created hereunder, is to
engage in the following activities:

         (b) acquire and hold the Mortgage Loans and the other assets of the
Trust Fund and the proceeds therefrom;

         (c) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans;

         (d) to make payments on the Certificates;

         (e) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and

         (f) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.

         (g) The trust is hereby authorized to engage in the foregoing
activities. The Trustee shall not cause the trust to engage in any activity
other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement while any Certificate is outstanding,
and this Section 2.07 may not be amended, without the consent of the
Certificateholders evidencing 51% or more of the aggregate Voting Rights of the
Certificates.

                                  ARTICLE III
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01      MASTER SERVICER.

         The Master Servicer shall supervise, monitor and oversee the obligation
of the Servicers to service and administer their respective Mortgage Loans in
accordance with the terms of the applicable Servicing Agreements and shall have
full power and authority to do any and all things which it may deem necessary or
desirable in connection with such master servicing and administration. In
performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with Accepted Master Servicing Practices. Furthermore, the Master
Servicer shall oversee and consult with each Servicer as necessary from
time-to-time to carry out the Master Servicer's obligations hereunder, shall
receive, review and evaluate all reports, information and other data provided to
the Master Servicer by each Servicer and shall cause each Servicer to perform
and observe the covenants, obligations and conditions to be performed or
observed by such Servicer under its applicable Servicing Agreement. The Master
Servicer shall independently and separately monitor each Servicer's servicing
activities with respect to each related Mortgage Loan, reconcile the results of
such monitoring with such information provided in the previous sentence on a
monthly basis and coordinate corrective adjustments to the Servicers' and Master
Servicer's records, and based on such reconciled and corrected information, the
Master Servicer shall provide such information to the Securities Administrator
as shall be necessary in order for it to prepare the statements specified in
Section 6.04, and prepare any other information and statements required to be
forwarded by the Master Servicer hereunder. The Master Servicer shall


                                       45
<PAGE>

         reconcile the results of its Mortgage Loan monitoring with the actual
         remittances of the Servicers to the Protected Account pursuant to the
         applicable Servicing Agreements.

         Notwithstanding anything in this Agreement to the contrary, with
respect to any Mortgage Loan secured by any Additional Collateral, the Master
Servicer shall have no duty or obligation to supervise, monitor or oversee the
activities of [NAME OF ADDITIONAL COLLATERAL SERVICER] (or any successor
thereto) under any Additional Collateral Servicing Agreements with respect to
any Additional Collateral (unless the Master Servicer shall have assumed the
obligations of [NAME OF ADDITIONAL COLLATERAL SERVICER](or any successor
thereto) as successor Servicer under any Additional Collateral Servicing
Agreement pursuant to Section 3.03 of this Agreement, in which event, as
successor Servicer, it will service and administer the Additional Collateral in
accordance with the provisions of the Additional Collateral Servicing
Agreements.

         The Trustee shall furnish the Servicers and the Master Servicer with
any powers of attorney and other documents in form as provided to it necessary
or appropriate to enable the Servicers and the Master Servicer to service and
administer the related Mortgage Loans and REO Property.

         The Trustee shall provide access to the records and documentation in
possession of the Trustee regarding the related Mortgage Loans and REO Property
and the servicing thereof to the Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC, such access being afforded only
upon reasonable prior written request and during normal business hours at the
office of the Trustee; provided, however, that, unless otherwise required by
law, the Trustee shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment
for that purpose at a charge that covers the Trustee's actual costs.

         The Trustee shall execute and deliver to the related Servicer and the
Master Servicer any court pleadings, requests for trustee's sale or other
documents necessary or desirable to (i) the foreclosure or trustee's sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Security Instrument;
(iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or Security Instrument or
otherwise available at law or equity.

Section 3.02      REMIC-RELATED COVENANTS.

         For as long as each REMIC shall exist, the Trustee and the Securities
Administrator shall act in accordance herewith to assure continuing treatment of
such REMIC as a REMIC, and the Trustee and the Securities Administrator shall
comply with any directions of the Depositor, the related Servicer or the Master
Servicer to assure such continuing treatment. In particular, the Trustee shall
not (a) sell or permit the sale of all or any portion of the Mortgage Loans or
of any investment of deposits in an Account unless such sale is as a result of a
repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has
received a REMIC Opinion addressed to the Trustee prepared at the expense of the
Trust Fund; and (b) other than with respect to a substitution pursuant to the
Mortgage Loan Purchase Agreement or Section 2.04 of


                                       46
<PAGE>

         this Agreement, as applicable, accept any contribution to any REMIC
         after the Startup Day without receipt of a REMIC Opinion addressed to
         the Trustee.

Section 3.03      MONITORING OF SERVICERS.

         (a) The Master Servicer shall be responsible for reporting to the
Trustee and the Depositor the compliance by each Servicer with its duties under
the related Servicing Agreement. In the review of each Servicer's activities,
the Master Servicer may rely upon an officer's certificate of the Servicer (or
similar document signed by an officer of the Servicer) with regard to such
Servicer's compliance with the terms of its Servicing Agreement. In the event
that the Master Servicer, in its judgment, determines that a Servicer should be
terminated in accordance with its Servicing Agreement, or that a notice should
be sent pursuant to such Servicing Agreement with respect to the occurrence of
an event that, unless cured, would constitute grounds for such termination, the
Master Servicer shall notify the Depositor and the Trustee thereof and the
Master Servicer shall issue such notice or take such other action as it deems
appropriate.

         (b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall, in the event that a Servicer fails to
perform its obligations in accordance with the related Servicing Agreement,
subject to the preceding paragraph, terminate the rights and obligations of such
Servicer thereunder and act as servicer of the related Mortgage Loans or to
cause the Trustee to enter in to a new Servicing Agreement with a successor
Servicer selected by the Master Servicer; provided, however, it is understood
and acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor Servicer. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Servicing Agreements
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer, in its good faith
business judgment, would require were it the owner of the related Mortgage
Loans. The Master Servicer shall pay the costs of such enforcement at its own
expense, provided that the Master Servicer shall not be required to prosecute or
defend any legal action except to the extent that the Master Servicer shall have
received reasonable indemnity for its costs and expenses in pursuing such
action.

         (c) To the extent that the costs and expenses of the Master Servicer
related to any termination of a Servicer, appointment of a successor Servicer or
the transfer and assumption of servicing by the Master Servicer with respect to
any Servicing Agreement (including, without limitation, (i) all legal costs and
expenses and all due diligence costs and expenses associated with an evaluation
of the potential termination of the Servicer as a result of an event of default
by such Servicer and (ii) all costs and expenses associated with the complete
transfer of servicing, including all servicing files and all servicing data and
the completion, correction or manipulation of such servicing data as may be
required by the successor servicer to correct any errors or insufficiencies in
the servicing data or otherwise to enable the successor service to service the
Mortgage Loans in accordance with the related Servicing Agreement) are not fully
and timely reimbursed by the terminated Servicer, the Master Servicer shall be
entitled to reimbursement of such costs and expenses from the Master Servicer
Collection Account.


                                       47
<PAGE>

         (d) The Master Servicer shall require each Servicer to comply with the
remittance requirements and other obligations set forth in the related Servicing
Agreement.

         (e) The Master Servicer shall use its best efforts to cause each
Servicer of a Cooperative Loan to timely file continuation statements with
regard to each financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside of the State of
New York.

         (f) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer, if any, that
it replaces.

Section 3.04      FIDELITY BOND.

         The Master Servicer, at its expense, shall maintain in effect a blanket
fidelity bond and an errors and omissions insurance policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.

Section 3.05      POWER TO ACT; PROCEDURES.

         The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem
necessary or desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to the power and
authority (i) to execute and deliver, on behalf of the Certificateholders and
the Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement and the related
Servicing Agreement, as applicable; provided, however, that the Master Servicer
shall not (and, consistent with its responsibilities under Section 3.03, shall
not permit any Servicer to) knowingly or intentionally take any action, or fail
to take (or fail to cause to be taken) any action reasonably within its control
and the scope of duties more specifically set forth herein, that, under the
REMIC Provisions, if taken or not taken, as the case may be, would cause REMIC
I, REMIC II or REMIC III to fail to qualify as a REMIC or result in the
imposition of a tax upon the Trust Fund (including but not limited to the tax on
prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax
on contributions to a REMIC set forth in Section 860G(d) of the Code) unless the
Master Servicer has received an Opinion of Counsel (but not at the expense of
the Master Servicer) to the effect that the contemplated action would not cause
any REMIC to fail to qualify as a REMIC or result in the imposition of a tax
upon any REMIC. The Trustee shall furnish the Master Servicer, upon written
request from a Servicing Officer, with any powers of attorney empowering the
Master Servicer or any Servicer to execute and deliver instruments of
satisfaction or cancellation, or of partial or full release or discharge, and to
foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
prosecute or defend in any court action relating to the Mortgage Loans or the


                                       48
<PAGE>

Mortgaged Property, in accordance with the applicable Servicing Agreement and
this Agreement, and the Trustee shall execute and deliver such other documents,
as the Master Servicer may request, to enable the Master Servicer to master
service and administer the Mortgage Loans and carry out its duties hereunder, in
each case in accordance with Accepted Master Servicing Practices (and the
Trustee shall have no liability for misuse of any such powers of attorney by the
Master Servicer or any Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the "doing business" or tax laws of
such state if such action is taken in its name, the Master Servicer shall join
with the Trustee in the appointment of a co-trustee pursuant to Section 9.11
hereof. In the performance of its duties hereunder, the Master Servicer shall be
an independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.

Section 3.06      DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

         To the extent provided in the applicable Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicers to enforce such clauses in accordance with
the applicable Servicing Agreement. If applicable law prohibits the enforcement
of a due-on-sale clause or such clause is otherwise not enforced in accordance
with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
is assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.

Section 3.07      RELEASE OF MORTGAGE FILES.

         (a) Upon becoming aware of the payment in full of any Mortgage Loan, or
the receipt by any Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes for payment to
Certificateholders on the next Distribution Date, the Servicer will, if required
under the applicable Servicing Agreement, promptly furnish to the Custodian, on
behalf of the Trustee, two copies of a certification substantially in the form
of Exhibit D hereto signed by a Servicing Officer or in a mutually agreeable
electronic format which will, in lieu of a signature on its face, originate from
a Servicing Officer (which certification shall include a statement to the effect
that all amounts received in connection with such payment that are required to
be deposited in the Protected Account maintained by the applicable Servicer
pursuant to Section 4.01 or by the applicable Servicer pursuant to its Servicing
Agreement have been or will be so deposited) and shall request that the
Custodian, on behalf of the Trustee, deliver to the applicable Servicer the
related Mortgage File. Upon receipt of such certification and request, the
Custodian, on behalf of the Trustee, shall promptly release the related Mortgage
File to the applicable Servicer and the Trustee and Custodian shall have no
further responsibility with regard to such Mortgage File. Upon any such payment
in full, each Servicer is authorized, to give, as agent for the Trustee, as the
mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of
satisfaction (or assignment of mortgage without recourse) regarding the
Mortgaged Property subject to the Mortgage, which instrument of satisfaction or
assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of such payment, it being understood
and agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
Protected Account.


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<PAGE>

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with the applicable Servicing
Agreement, the Trustee shall execute such documents as shall be prepared and
furnished to the Trustee by a Servicer or the Master Servicer (in form
reasonably acceptable to the Trustee) and as are necessary to the prosecution of
any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the
request of a Servicer or the Master Servicer, and delivery to the Custodian, on
behalf of the Trustee, of two copies of a request for release signed by a
Servicing Officer substantially in the form of Exhibit D (or in a mutually
agreeable electronic format which will, in lieu of a signature on its face,
originate from a Servicing Officer), release the related Mortgage File held in
its possession or control to the Servicer or the Master Servicer, as applicable.
Such trust receipt shall obligate the Servicer or the Master Servicer to return
the Mortgage File to the Custodian on behalf of the Trustee, when the need
therefor by the Servicer or the Master Servicer no longer exists unless the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage File
shall be released by the Custodian, on behalf of the Trustee, to the Servicer or
the Master Servicer.

Section 3.08      DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER
                  TO BE HELD FOR TRUSTEE.

         (a) The Master Servicer shall transmit and each Servicer (to the extent
required by the related Servicing Agreement) shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Master Servicer or such Servicer from time to time as are required by the terms
hereof, or in the case of the Servicers, the applicable Servicing Agreement, to
be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise are
collected by the Master Servicer or by a Servicer as Liquidation Proceeds or
Insurance Proceeds in respect of any Mortgage Loan shall be held for the benefit
of the Trustee and the Certificateholders subject to the Master Servicer's right
to retain or withdraw from the Master Servicer Collection Account the Master
Servicing Compensation and other amounts provided in this Agreement, and to the
right of each Servicer to retain its Servicing Fee and other amounts as provided
in the applicable Servicing Agreement. The Master Servicer shall, and (to the
extent provided in the applicable Servicing Agreement) shall cause each Servicer
to, provide access to information and documentation regarding the Mortgage Loans
to the Trustee, its agents and accountants at any time upon reasonable request
and during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or insurance
regulatory authority if so required by applicable regulations of the Office of
Thrift Supervision or other regulatory authority, such access to be afforded
without charge but only upon reasonable request in writing and during normal
business hours at the offices of the Master Servicer designated by it. In
fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.

         (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, in respect of any Mortgage Loans, whether from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of
the Trustee and the Certificateholders and shall be and remain the sole and
exclusive property of the Trustee; provided, however, that the Master


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<PAGE>

Servicer and each Servicer shall be entitled to setoff against, and deduct from,
any such funds any amounts that are properly due and payable to the Master
Servicer or such Servicer under this Agreement or the applicable Servicing
Agreement.

Section 3.09      STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.

         (a) For each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the related Servicing Agreements to maintain
or cause to be maintained standard fire and casualty insurance and, where
applicable, flood insurance, all in accordance with the provisions of the
related Servicing Agreements. It is understood and agreed that such insurance
shall be with insurers meeting the eligibility requirements set forth in the
applicable Servicing Agreement and that no earthquake or other additional
insurance is to be required of any Mortgagor or to be maintained on property
acquired in respect of a defaulted loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.

         (b) Pursuant to Section 4.01 and 4.02, any amounts collected by the
Servicers or the Master Servicer, or by any Servicer, under any insurance
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or released to the Mortgagor in
accordance with the applicable Servicing Agreement) shall be deposited into the
Master Servicer Collection Account, subject to withdrawal pursuant to Section
4.02 and 4.03. Any cost incurred by the Master Servicer or any Servicer in
maintaining any such insurance if the Mortgagor defaults in its obligation to do
so shall be added to the amount owing under the Mortgage Loan where the terms of
the Mortgage Loan so permit; provided, however, that the addition of any such
cost shall not be taken into account for purposes of calculating the
distributions to be made to Certificateholders and shall be recoverable by the
Master Servicer or such Servicer pursuant to Section 4.02 and 4.03.

Section 3.10      PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

         The Master Servicer shall (to the extent provided in the applicable
Servicing Agreement) cause the related Servicer to, prepare and present on
behalf of the Trustee and the Certificateholders all claims under the Insurance
Policies and take such actions (including the negotiation, settlement,
compromise or enforcement of the insured's claim) as shall be necessary to
realize recovery under such policies. Any proceeds disbursed to the Master
Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in
respect of such policies, bonds or contracts shall be promptly deposited in the
Master Servicer Collection Account upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property as a condition precedent to the presentation of claims on the
related Mortgage Loan to the insurer under any applicable Insurance Policy need
not be so deposited (or remitted).

Section 3.11      MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

         (a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss which, but for the actions of the Master
Servicer or such Servicer, would have been covered


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<PAGE>

thereunder. The Master Servicer shall use its best reasonable efforts to cause
each Servicer (to the extent required under the related Servicing Agreement) to
keep in force and effect (to the extent that the Mortgage Loan requires the
Mortgagor to maintain such insurance), primary mortgage insurance applicable to
each Mortgage Loan in accordance with the provisions of this Agreement and the
related Servicing Agreement, as applicable. The Master Servicer shall not, and
shall not permit any Servicer (to the extent required under the related
Servicing Agreement) to, cancel or refuse to renew any such Primary Mortgage
Insurance Policy that is in effect at the date of the initial issuance of the
Mortgage Note and is required to be kept in force hereunder except in accordance
with the provisions of this Agreement and the related Servicing Agreement, as
applicable.

         (b) The Master Servicer agrees to present, or to cause each Servicer
(to the extent required under the related Servicing Agreement) to present, on
behalf of the Trustee and the Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies and, in this regard, to take such
reasonable action as shall be necessary to permit recovery under any Primary
Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 4.01 and 4.02, any amounts collected by the Master Servicer or any
Servicer under any Primary Mortgage Insurance Policies shall be deposited in the
Master Servicer Collection Account, subject to withdrawal pursuant to Sections
4.02 and 4.03.

Section 3.12      TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES AND
                  DOCUMENTS.

         The Trustee (or the Custodian, as directed by the Trustee), shall
retain possession and custody of the originals (to the extent available) of any
Primary Mortgage Insurance Policies, or certificate of insurance if applicable,
and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in
respect of the Certificates have been distributed in full and the Master
Servicer otherwise has fulfilled its obligations under this Agreement, the
Trustee (or its Custodian, if any, as directed by the Trustee) shall also retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions of this Agreement. The Master Servicer shall promptly
deliver or cause to be delivered to the Trustee (or the Custodian, as directed
by the Trustee), upon the execution or receipt thereof the originals of any
Primary Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that come
into the possession of the Master Servicer from time to time.

Section 3.13      REALIZATION UPON DEFAULTED MORTGAGE LOANS.

         The Master Servicer shall cause each Servicer (to the extent required
under the related Servicing Agreement) to foreclose upon, repossess or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments, all
in accordance with the applicable Servicing Agreement.

Section 3.14      COMPENSATION FOR THE MASTER SERVICER.

         The Master Servicer will be entitled to all income and gain realized
from any investment of funds in the Distribution Account and the Master Servicer
Collection Account, pursuant to


                                       52
<PAGE>

Article IV, for the performance of its activities hereunder. Servicing
compensation in the form of assumption fees, if any, late payment charges, as
collected, if any, or otherwise (but not including any prepayment premium or
penalty) shall be retained by the applicable Servicer and shall not be deposited
in the Protected Account. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor except as provided in this Agreement.

Section 3.15      REO PROPERTY.

         (a) In the event the Trust Fund acquires ownership of any REO Property
in respect of any related Mortgage Loan, the deed or certificate of sale shall
be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall, to the extent provided in the
applicable Servicing Agreement, cause the applicable Servicer to sell, any REO
Property as expeditiously as possible and in accordance with the provisions of
this Agreement and the related Servicing Agreement, as applicable. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve, such REO Property in the manner and
to the extent required by the applicable Servicing Agreement, in accordance with
the REMIC Provisions and in a manner that does not result in a tax on "net
income from foreclosure property" or cause such REO Property to fail to qualify
as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code.

         (b) The Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the Protected Account.

         (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Monthly Advances and other unreimbursed advances as well as
any unpaid Servicing Fees from Liquidation Proceeds received in connection with
the final disposition of such REO Property; provided, that any such unreimbursed
Monthly Advances as well as any unpaid Servicing Fees may be reimbursed or paid,
as the case may be, prior to final disposition, out of any net rental income or
other net amounts derived from such REO Property.

         (d) To the extent provided in the related Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the Protected Account on or prior to the Determination
Date in the month following receipt thereof and be remitted by wire transfer in
immediately available funds to the Master Servicer for deposit into the related
Master Servicer Collection Account on the next succeeding Servicer Remittance
Date.

Section 3.16      ANNUAL STATEMENT AS TO COMPLIANCE.

         (a) The Master Servicer will deliver to the Trustee, not later than
February 28 of each calendar year beginning in 2007, an Officers' Certificate
(an "Annual Statement of Compliance") stating, as to each signatory thereof,
that (i) a review of the activities of the Master Servicer during the preceding
calendar year and of performance under this Agreement or other applicable
servicing agreement has been made under such officers' supervision and (ii) to
the


                                       53
<PAGE>

best of such officers' knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under this Agreement or other applicable
servicing agreement in all material respects throughout such year, or, if there
has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status of
cure provisions thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. In the event that the Master Servicer
has delegated any servicing responsibilities with respect to the Mortgage Loans
to a subservicer, the Master Servicer shall deliver a similar Annual Statement
of Compliance by that subservicer to the Trustee as described above as and when
required with respect to the Master Servicer.

         (b) If the Master Servicer cannot deliver the related Annual Statement
of Compliance by February 28th of such year, the Trustee, at its sole option,
may permit a cure period for the Master Servicer to deliver such Annual
Statement of Compliance, but in no event later than March 10th of such year.

         (c) Failure of the Master Servicer to timely comply with this Section
3.16 shall be deemed an Event of Default, and the Trustee may, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.

Section 3.17      ASSESSMENTS OF COMPLIANCE AND ATTESTATION REPORTS.

         On and after January 1, 2006, the Master Servicer shall service and
administer the Mortgage Loans in accordance with all applicable requirements of
the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee
on or before February 28 of each calendar year beginning in 2007, a report
regarding the Master Servicer's assessment of compliance (an "Assessment of
Compliance") with the Servicing Criteria during the preceding calendar year. The
Assessment of Compliance must be reasonably satisfactory to the Trustee, and as
set forth in Regulation AB, the Assessment of Compliance must contain the
following:

         (a) A statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Master Servicer;

         (b) A statement by such officer that such officer used the Servicing
Criteria attached as Exhibit K hereto, and which will also be attached to the
Assessment of Compliance, to assess compliance with the Servicing Criteria
applicable to the Master Servicer;

         (c) An assessment by such officer of the Master Servicer's compliance
with the applicable Servicing Criteria for the period consisting of the
preceding calendar year, including disclosure of any material instance of
noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities
transactions taken as a whole involving the Master Servicer, that are backed by
the same asset type as the Mortgage Loans;


                                       54
<PAGE>

         (d) A statement that a registered public accounting firm has issued an
attestation report on the Master Servicer's Assessment of Compliance for the
period consisting of the preceding calendar year; and

         (e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the Master Servicer, which statement shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Master Servicer, that are backed by the same
asset type as the Mortgage Loans.

         Such report at a minimum shall address each of the Servicing Criteria
specified on Exhibit K hereto which are indicated as applicable to the Master
Servicer.

         On or before February 28 of each calendar year beginning in 2007, the
Master Servicer shall furnish to the Trustee a report (an "Attestation Report")
by a registered public accounting firm that attests to, and reports on, the
Assessment of Compliance made by the Company, as required by Rules 13a-18 and
15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
Report must be made in accordance with standards for attestation reports issued
or adopted by the Public Company Accounting Oversight Board.

         The Master Servicer shall cause any subservicer, and each subcontractor
determined by the Master Servicer to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, to deliver to the
Trustee and the Depositor an Assessment of Compliance and Attestation Report as
and when provided above.

         Such Assessment of Compliance, as to any subservicer, shall at a
minimum address each of the Servicing Criteria specified on Exhibit K hereto
which are indicated as applicable to any "primary servicer." Notwithstanding the
foregoing, as to any subcontractor, an Assessment of Compliance is not required
to be delivered unless it is required as part of a Form 10-K with respect to the
Trust Fund.

         If the Master Servicer cannot deliver any Assessment of Compliance or
Attestation Report by February 28th of such year, the Trustee, at its sole
option, may permit a cure period for the Master Servicer to deliver such
Assessment of Compliance or Attestation Report, but in no event later than March
10th of such year.

         Failure of the Master Servicer to timely comply with this Section 3.17
shall be deemed an Event of Default, and the Trustee may, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.

         The Trustee shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit K hereto which are indicated
as applicable to the "trustee" or "securities administrator." In addition, the
Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an
Assessment of Compliance and Attestation Report, as and when provided


                                       55
<PAGE>

above, which shall at a minimum address each of the Servicing Criteria specified
on Exhibit K hereto which are indicated as applicable to a "custodian."
Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance
is not required to be delivered unless it is required as part of a Form 10-K
with respect to the Trust Fund

Section 3.18      [Reserved].

Section 3.19      PAYMENT TO MORTGAGE LOAN DEPOSITOR.

         On the Closing Date, the Mortgage Loan Seller will receive from the
Depositor a payment of $5,000.

Section 3.20      UCC.

         The Depositor shall inform the Trustee in writing of any Uniform
Commercial Code financing statements that were filed on the Closing Date in
connection with the Trust with stamped recorded copies of such financing
statements to be delivered to the Trustee promptly upon receipt by the
Depositor. The Trustee agrees to monitor and notify the Depositor if any
continuation statements for such Uniform Commercial Code financing statements
need to be filed. If directed by the Depositor in writing, the Trustee will file
any such continuation statements solely at the expense of the Depositor. The
Depositor shall file any financing statements or amendments thereto required by
any change in the Uniform Commercial Code.

Section 3.21      OPTIONAL PURCHASE OF DEFAULTED MORTGAGE LOANS.

         (a) With respect to any Mortgage Loan which as of the first day of a
Calendar Quarter is delinquent in payment by 90 days or more or is an REO
Property, the Mortgage Loan Seller shall have the right to purchase such
Mortgage Loan from the Trust at a price equal to the Repurchase Price; provided
however (i) that such Mortgage Loan is still 90 days or more delinquent or is an
REO Property as of the date of such purchase and (ii) this purchase option, if
not theretofore exercised, shall terminate on the date prior to the last day of
the related Calendar Quarter. This purchase option, if not exercised, shall not
be thereafter reinstated unless the delinquency is cured and the Mortgage Loan
thereafter again becomes 90 days or more delinquent or becomes an REO Property,
in which case the option shall again become exercisable as of the first day of
the related Calendar Quarter.

         (b) If at any time the Mortgage Loan Seller remits to the Master
Servicer a payment for deposit in the Master Servicer Collection Account
covering the amount of the Repurchase Price for such a Mortgage Loan, and the
Mortgage Loan Seller provides to the Trustee a certification signed by a
Servicing Officer stating that the amount of such payment has been deposited in
the Master Servicer Collection Account, then the Trustee shall execute the
assignment of such Mortgage Loan to the Mortgage Loan Seller at the request of
the Mortgage Loan Seller without recourse, representation or warranty and the
Mortgage Loan Seller shall succeed to all of the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security.
The Mortgage Loan Seller will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.


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<PAGE>

Section 3.22      SURETY BOND.

         If the Additional Collateral Servicer informs the Trustee that a
Required Surety Payment is payable pursuant to the Surety Bond, with respect to
any Additional Collateral Mortgage Loan, the Trustee shall promptly complete the
notice in the form of Attachment 1 to the Surety Bond and shall return such
notice to the Additional Collateral Servicer for submission to the Surety Bond
Issuer. Anything to the contrary notwithstanding, in the event that the Surety
Bond Issuer or the express terms of the Surety Bond requires such notice to be
submitted directly by the Trustee, the Trustee shall submit such notice directly
to the Surety Bond Issuer. The Trustee hereby agrees to cooperate with the
Additional Collateral Servicer in taking all necessary action to realize on the
Surety Bond, including, without limitation, executing any documents or notices
prepared by the Additional Collateral Servicer, necessary to collect any
Required Surety Payment. Any Required Surety Payment received by the Trustee
shall be remitted to the Master Servicer. The Master Servicer shall deposit such
Required Surety Payment in the Master Servicer Collection Account and shall
distribute such Required Surety Payment, or the proceeds thereof, in accordance
with the provisions of Section 4.03. The Trustee shall incur no liability in
connection with the presentment of any notices or claims on the Surety Bond made
by it at the direction of the Additional Collateral Servicer.

Section 3.23      Books and Records.

         The Master Servicer shall be responsible for maintaining, and shall
maintain, a complete set of books and records for the Mortgage Loans which shall
be appropriately identified in the Master Servicer's computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular, the
Master Servicer shall maintain in its possession, available for inspection by
the Trustee and shall deliver to the Trustee upon demand, evidence of compliance
with all federal, state and local laws, rules and regulations. To the extent
that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Master
Servicer may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including, but not limited to, optical
imagery techniques so long as the Master Servicer complies with the requirements
of Accepted Servicing Practices.

         The Master Servicer shall maintain with respect to each Mortgage Loan
and shall make available for inspection by the Trustee the related servicing
file during the time such Mortgage Loan is subject to this Agreement and
thereafter in accordance with applicable law.

         Payments on the Mortgage Loans, including any payoffs, made in
accordance with the related Mortgage File will be entered in the Master
Servicer's set of books and records no more than two business days after receipt
and identification, and allocated to principal or interest as specified in the
related Mortgage File.

                                   ARTICLE IV
                                    ACCOUNTS

Section 4.01      PROTECTED ACCOUNTS.


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<PAGE>

         (a) The Master Servicer shall enforce the obligation of each Servicer
to establish and maintain a Protected Account in accordance with the applicable
Servicing Agreement, with records to be kept with respect thereto on a Mortgage
Loan by Mortgage Loan basis, into which accounts shall be deposited within 48
hours (or as of such other time specified in the related Servicing Agreement) of
receipt, all collections of principal and interest on any Mortgage Loan and any
REO Property received by a Servicer, including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, and advances made from the Servicer's own funds
(less servicing compensation as permitted by the applicable Servicing Agreement
in the case of any Servicer) and all other amounts to be deposited in the
Protected Account. The Servicer is hereby authorized to make withdrawals from
and deposits to the related Protected Account for purposes required or permitted
by this Agreement. To the extent provided in the related Servicing Agreement,
the Protected Account shall be held by a Designated Depository Institution and
segregated on the books of such institution in the name of the Trustee for the
benefit of Certificateholders.

         (b) To the extent provided in the related Servicing Agreement, amounts
on deposit in a Protected Account may be invested in Permitted Investments in
the name of the Trustee for the benefit of Certificateholders and, except as
provided in the preceding paragraph, not commingled with any other funds. Such
Permitted Investments shall mature, or shall be subject to redemption or
withdrawal, no later than the date on which such funds are required to be
withdrawn for deposit in the Master Servicer Collection Account, and shall be
held until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 4.01 shall be paid to the related
Servicer under the applicable Servicing Agreement, and the risk of loss of
moneys required to be distributed to the Certificateholders resulting from such
investments shall be borne by and be the risk of the related Servicer. The
related Servicer (to the extent provided in the Servicing Agreement) shall
deposit the amount of any such loss in the Protected Account within two Business
Days of receipt of notification of such loss but not later than the second
Business Day prior to the Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders.

         (c) To the extent provided in the related Servicing Agreement and
subject to this Article IV, on or before each Servicer Remittance Date, the
related Servicer shall withdraw or shall cause to be withdrawn from its
Protected Accounts and shall immediately deposit or cause to be deposited in the
Master Servicer Collection Account amounts representing the following
collections and payments (other than with respect to principal of or interest on
the Mortgage Loans due on or before the Cut-off Date) with respect to each Loan
Group:

                  (i) Scheduled Payments on the Mortgage Loans received or any
         related portion thereof advanced by such Servicer pursuant to its
         Servicing Agreement which were due on or before the related Due Date,
         net of the amount thereof comprising its Servicing Fee or any fees with
         respect to any lender-paid primary mortgage insurance policy;

                  (ii) Full Principal Prepayments and any Liquidation Proceeds
         received by such Servicer with respect to the Mortgage Loans in the
         related Prepayment Period, with interest to the date of prepayment or
         liquidation, net of the amount thereof comprising its Servicing Fee;


                                       58
<PAGE>

                  (iii) Partial Principal Prepayments received by such Servicer
         for the Mortgage Loans in the related Prepayment Period; and

                  (iv) Any amount to be used as a Monthly Advance.

         (d) Withdrawals may be made from an Account only to make remittances as
provided in Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or
a Servicer for Monthly Advances which have been recovered by subsequent
collections from the related Mortgagor; to remove amounts deposited in error; to
remove fees, charges or other such amounts deposited on a temporary basis; or to
clear and terminate the account at the termination of this Agreement in
accordance with Section 10.01. As provided in Sections 4.01(c) and 4.02(b)
certain amounts otherwise due to the Servicers may be retained by them and need
not be deposited in the Master Servicer Collection Account.

Section 4.02      MASTER SERVICER COLLECTION ACCOUNT.

         (a) The Master Servicer shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Master Servicer
Collection Account as a segregated trust account or accounts. The Master
Servicer Collection Account shall be an Eligible Account. The Master Servicer
will deposit in the Master Servicer Collection Account as identified by the
Master Servicer and as received by the Master Servicer, the following amounts:

                  (i) Any amounts withdrawn from a Protected Account;

                  (ii) Any Monthly Advance and any Compensating Interest
         Payments;

                  (iii) Any Insurance Proceeds or Net Liquidation Proceeds
         received by or on behalf of the Master Servicer or which were not
         deposited in a Protected Account;

                  (iv) The Repurchase Price with respect to any Mortgage Loans
         purchased by the Mortgage Loan Seller pursuant to the Mortgage Loan
         Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts which
         are to be treated pursuant to Section 2.04 of this Agreement as the
         payment of a Repurchase Price in connection with the tender of a
         Substitute Mortgage Loan by the Mortgage Loan Seller, the Repurchase
         Price with respect to any Mortgage Loans purchased by the Mortgage Loan
         Seller pursuant to Section 3.21, and all proceeds of any Mortgage Loans
         or property acquired with respect thereto repurchased by the Depositor
         or its designee pursuant to Section 10.01;

                  (v) Any amounts required to be deposited with respect to
         losses on investments of deposits in an Account; and

                  (vi) Any other amounts received by or on behalf of the Master
         Servicer and required to be deposited in the Master Servicer Collection
         Account pursuant to this Agreement.

         (b) All amounts deposited to the Master Servicer Collection Account
shall be held by the Master Servicer in the name of the Trustee in trust for the
benefit of the Certificateholders in accordance with the terms and provisions of
this Agreement. The requirements for crediting the Master Servicer Collection
Account or the Distribution Account shall be exclusive, it being


                                       59
<PAGE>

understood and agreed that, without limiting the generality of the foregoing,
payments in the nature of (i) prepayment or late payment charges or assumption,
tax service, statement account or payoff, substitution, satisfaction, release
and other like fees and charges and (ii) the items enumerated in Subsections
4.05(a)(i), (ii), (iii), (iv), (vi), (vii), (viii), (ix), (x), (xi) and (xii),
need not be credited by the Master Servicer or the related Servicer to the
Distribution Account or the Master Servicer Collection Account, as applicable.
In the event that the Master Servicer shall deposit or cause to be deposited to
the Distribution Account any amount not required to be credited thereto, the
Trustee, upon receipt of a written request therefor signed by a Servicing
Officer of the Master Servicer, shall promptly transfer such amount to the
Master Servicer, any provision herein to the contrary notwithstanding.

         (c) The amount at any time credited to the Master Servicer Collection
Account may be invested, in the name of the Trustee, or its nominee, for the
benefit of the Certificateholders, in Permitted Investments as directed by
Master Servicer. All Permitted Investments shall mature or be subject to
redemption or withdrawal on or before, and shall be held until, the next
succeeding Distribution Account Deposit Date. Any and all investment earnings on
amounts on deposit in the Master Servicer Account from time to time shall be for
the account of the Master Servicer. The Master Servicer from time to time shall
be permitted to withdraw or receive distribution of any and all investment
earnings from the Master Servicer Account. The risk of loss of moneys required
to be distributed to the Certificateholders resulting from such investments
shall be borne by and be the risk of the Master Servicer. The Master Servicer
shall deposit the amount of any such loss in the Master Servicer Collection
Account within two Business Days of receipt of notification of such loss but not
later than the second Business Day prior to the Distribution Date on which the
moneys so invested are required to be distributed to the Certificateholders.

Section 4.03      PERMITTED WITHDRAWALS AND TRANSFERS FROM THE MASTER SERVICER
                  COLLECTION ACCOUNT.

         (a) The Master Servicer will, from time to time on demand of a Servicer
or the Securities Administrator, make or cause to be made such withdrawals or
transfers from the Master Servicer Collection Account as the Master Servicer has
designated for such transfer or withdrawal pursuant to this Agreement and the
related Servicing Agreement. The Master Servicer may clear and terminate the
Master Servicer Collection Account pursuant to Section 10.01 and remove amounts
from time to time deposited in error.

         (b) On an ongoing basis, the Master Servicer shall withdraw from the
Master Servicer Collection Account (i) any expenses recoverable by the Trustee,
the Master Servicer or the Securities Administrator or the Custodian pursuant to
Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to the Master Servicer
as set forth in Section 3.14.

         (c) In addition, on or before each Distribution Account Deposit Date,
the Master Servicer shall deposit in the Distribution Account (or remit to the
Trustee for deposit therein) any Monthly Advances required to be made by the
Master Servicer with respect to the Mortgage Loans.

         (d) No later than 3:00 p.m. New York time on each Distribution Account
Deposit Date, the Master Servicer will transfer all Available Funds on deposit
in the Master Servicer


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<PAGE>

Collection Account with respect to the related Distribution Date to the Trustee
for deposit in the Distribution Account.

Section 4.04      DISTRIBUTION ACCOUNT.

         (a) The Trustee shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Distribution Account as
a segregated trust account or accounts.

         (b) All amounts deposited to the Distribution Account shall be held by
the Trustee in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement.

         (c) The Distribution Account shall constitute a trust account of the
Trust Fund segregated on the books of the Trustee and held by the Trustee in
trust in its Corporate Trust Office, and the Distribution Account and the funds
deposited therein shall not be subject to, and shall be protected from, all
claims, liens, and encumbrances of any creditors or depositors of the Trustee or
the Master Servicer (whether made directly, or indirectly through a liquidator
or receiver of the Trustee or the Master Servicer). The Distribution Account
shall be an Eligible Account. The amount at any time credited to the
Distribution Account shall be (i) held in cash and fully insured by the FDIC to
the maximum coverage provided thereby or (ii) invested in the name of the
Trustee, in such Permitted Investments selected by the Master Servicer or
deposited in demand deposits with such depository institutions as selected by
the Master Servicer, provided that time deposits of such depository institutions
would be a Permitted Investment. All Permitted Investments shall mature or be
subject to redemption or withdrawal on or before, and shall be held until, the
next succeeding Distribution Date if the obligor for such Permitted Investment
is the Trustee or, if such obligor is any other Person, the Business Day
preceding such Distribution Date. All investment earnings on amounts on deposit
in the Distribution Account or benefit from funds uninvested therein from time
to time shall be for the account of the Master Servicer. The Master Servicer
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there is
any loss on a Permitted Investment or demand deposit, the Master Servicer shall
remit the amount of the loss to the Trustee who shall deposit such amount in the
Distribution Account. With respect to the Distribution Account and the funds
deposited therein, the Master Servicer shall take such action as may be
necessary to ensure that the Certificateholders shall be entitled to the
priorities afforded to such a trust account (in addition to a claim against the
estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e), and applicable
regulations pursuant thereto, if applicable, or any applicable comparable state
statute applicable to state chartered banking corporations.

Section 4.05      PERMITTED WITHDRAWALS AND TRANSFERS FROM THE DISTRIBUTION
                  ACCOUNT.

         (a) The Trustee will, from time to time on demand of the Master
Servicer or the Securities Administrator, make or cause to be made such
withdrawals or transfers from the Distribution Account as the Master Servicer
has designated for such transfer or withdrawal pursuant to this Agreement and
the Servicing Agreements or as the Securities Administrator has instructed
hereunder for the following purposes (limited in the case of amounts due the
Master Servicer to those not withdrawn from the Master Servicer Collection
Account in accordance with the terms of this Agreement):


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<PAGE>

                  (i) to reimburse the Master Servicer or any Servicer for any
         Monthly Advance of its own funds, the right of the Master Servicer or a
         Servicer to reimbursement pursuant to this subclause (i) being limited
         to amounts received on a particular Mortgage Loan (including, for this
         purpose, the Repurchase Price therefor, Insurance Proceeds and
         Liquidation Proceeds) which represent late payments or recoveries of
         the principal of or interest on such Mortgage Loan respecting which
         such Monthly Advance was made;

                  (ii) to reimburse the Master Servicer or any Servicer from
         Insurance Proceeds or Liquidation Proceeds relating to a particular
         Mortgage Loan for amounts expended by the Master Servicer or such
         Servicer in good faith in connection with the restoration of the
         related Mortgaged Property which was damaged by an Uninsured Cause or
         in connection with the liquidation of such Mortgage Loan;

                  (iii) to reimburse the Master Servicer or any Servicer from
         Insurance Proceeds relating to a particular Mortgage Loan for insured
         expenses incurred with respect to such Mortgage Loan and to reimburse
         the Master Servicer or such Servicer from Liquidation Proceeds from a
         particular Mortgage Loan for Liquidation Expenses incurred with respect
         to such Mortgage Loan; provided that the Master Servicer shall not be
         entitled to reimbursement for Liquidation Expenses with respect to a
         Mortgage Loan to the extent that (i) any amounts with respect to such
         Mortgage Loan were paid as Excess Liquidation Proceeds pursuant to
         clause (xi) of this Subsection 4.03 (a) to the Master Servicer; and
         (ii) such Liquidation Expenses were not included in the computation of
         such Excess Liquidation Proceeds;

                  (iv) to pay the Master Servicer or any Servicer, as
         appropriate, from Liquidation Proceeds or Insurance Proceeds received
         in connection with the liquidation of any Mortgage Loan, the amount
         which it or such Servicer would have been entitled to receive under
         subclause (ix) of this Subsection 4.03(a) as servicing compensation on
         account of each defaulted scheduled payment on such Mortgage Loan if
         paid in a timely manner by the related Mortgagor;

                  (v) to pay the Master Servicer or any Servicer from the
         Repurchase Price for any Mortgage Loan, the amount which it or such
         Servicer would have been entitled to receive under subclause (ix) of
         this Subsection 4.03 (a) as servicing compensation;

                  (vi) to reimburse the Master Servicer or any Servicer for
         advances of funds (other than Monthly Advances) made with respect to
         the Mortgage Loans, and the right to reimbursement pursuant to this
         subclause being limited to amounts received on the related Mortgage
         Loan (including, for this purpose, the Repurchase Price therefor,
         Insurance Proceeds and Liquidation Proceeds) which represent late
         recoveries of the payments for which such advances were made;

                  (vii) to reimburse the Master Servicer or any Servicer for any
         Monthly Advance or advance, after a Realized Loss has been allocated
         with respect to the related Mortgage Loan if the Monthly Advance or
         advance has not been reimbursed pursuant to clauses (i) and (vi);


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<PAGE>

                  (viii) to pay the Master Servicer as set forth in Section
         3.14;

                  (ix) to reimburse the Master Servicer for expenses, costs and
         liabilities incurred by and reimbursable to it pursuant to Sections
         3.03, 7.04(c) and (d);

                  (x) to pay to the Master Servicer, as additional servicing
         compensation, any Excess Liquidation Proceeds to the extent not
         retained by the related Servicer;

                  (xi) to reimburse or pay any Servicer any such amounts as are
         due thereto under the applicable Servicing Agreement and have not been
         retained by or paid to the Servicer, to the extent provided in the
         related Servicing Agreement;

                  (xii) to reimburse the Trustee, the Securities Administrator
         or the Custodian for expenses, costs and liabilities incurred by or
         reimbursable to it pursuant to this Agreement;

                  (xiii) to remove amounts deposited in error; and

                  (xiv) to clear and terminate the Distribution Account pursuant
         to Section 10.01.

         (b) The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Distribution Account pursuant to subclauses (i) through
(vi), inclusive, and (viii) or with respect to any such amounts which would have
been covered by such subclauses had the amounts not been retained by the Master
Servicer without being deposited in the Distribution Account under Section
4.02(b).

         (c) On each Distribution Date, the Trustee shall distribute the
Available Funds to the extent on deposit in the Distribution Account for each
Loan Group to the Holders of the Certificates in accordance with distribution
instructions provided to it by the Securities Administrator no later than two
Business Days prior to such Distribution Date and determined by the Securities
Administrator in accordance with Section 6.01.

                                   ARTICLE V
                                  CERTIFICATES

Section 5.01      CERTIFICATES.

         (a) The Depository, the Depositor and the Trustee have entered into a
Depository Agreement dated as of the Closing Date (the "Depository Agreement").
Except for the Residual Certificates, the Private Certificates and the
Individual Certificates and as provided in Subsection 5.01(b), the Certificates
shall at all times remain registered in the name of the Depository or its
nominee and at all times: (i) registration of such Certificates may not be
transferred by the Trustee except to a successor to the Depository; (ii)
ownership and transfers of registration of such Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iii) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (iv) the Trustee shall deal with the
Depository as representative of such Certificate Owners of the respective Class
of Certificates for purposes of exercising the rights of Certificateholders
under this Agreement, and requests and


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<PAGE>

directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(v) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants.

         The Residual Certificates and the Private Certificates are initially
Physical Certificates. If at any time the Holders of all of the Certificates of
one or more such Classes request that the Trustee cause such Class to become
Global Certificates, the Trustee and the Depositor will take such action as may
be reasonably required to cause the Depository to accept such Class or Classes
for trading if it may legally be so traded.

         All transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owners. Each Depository Participant shall only
transfer 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.

         (b) 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 within 30 days or (ii) the Depositor at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall request that the Depository notify all
Certificate Owners of the occurrence of any such event and of the availability
of definitive, fully registered Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of the Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall issue the definitive Certificates. Neither the Depositor nor
the Trustee shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions.

         (c) (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests
(designated below), which will be uncertificated and non-transferable and are
hereby designated as the "regular interests" in REMIC I and have the principal
balances and accrue interest at the Pass-Through Rates equal to those set forth
in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which is hereby
designated as the single "residual interest" in REMIC I.

         The REMIC I Regular Interests and the Class R-I Certificate will have
the following designations, initial balances and pass-through rates:

REMIC I Interest          Initial Balance       Pass-Through Rate Related Group
----------------          ---------------       -------------------------------
1A                         $                         (1) Group 1
1B                         $                         (2) Group 1
2A                         $                         (1) Group 2
2B                         $                         (3) Group 2
3A                         $                         (1) Group 3
3B                         $                         (4) Group 3
4A                         $                         (1) Group 4
4B                         $                         (5) Group 4
ZZZ                        $                         (1) N/A
Class R-I                  $                         (2) Group 1


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<PAGE>

(1)  The weighted average of the Net Rates of the Mortgage Loans, weighted on
     the basis of the respective Scheduled Principal Balance of each such
     Mortgage Loan as of the beginning of the Due Period immediately preceding
     the related Distribution Date.

(2)  The weighted average of the Net Rates of the Group 1 Mortgage Loans,
     weighted on the basis of the respective Scheduled Principal Balance of each
     such Mortgage Loan as of the beginning of the Due Period immediately
     preceding the related Distribution Date.

(3)  The weighted average of the Net Rates of the Group 2 Mortgage Loans,
     weighted on the basis of the respective Scheduled Principal Balance of each
     such Mortgage Loan as of the beginning of the Due Period immediately
     preceding the related Distribution Date.

(4)  The weighted average of the Net Rates of the Group 3 Mortgage Loans,
     weighted on the basis of the respective Scheduled Principal Balance of each
     such Mortgage Loan as of the beginning of the Due Period immediately
     preceding the related Distribution Date.

(5)  The weighted average of the Net Rates of the Group 4 Mortgage Loans,
     weighted on the basis of the respective Scheduled Principal Balance of each
     such Mortgage Loan as of the beginning of the Due Period immediately
     preceding the related Distribution Date.

         Distributions shall be deemed to be made to the REMIC I Regular
Interests first, so as to keep the Uncertificated Principal Balance of each
REMIC I Regular Interest ending with the designation "B" equal to 0.01% of the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related
Group; second, to each REMIC I Regular Interest ending with the designation "A,"
so that the Uncertificated Principal Balance of each such REMIC I Regular
Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Group over (y) the
Current Principal Amount of the Senior Certificates (other than the Interest
Only Certificates) in the related Group (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
principal shall be distributed to such REMIC I Regular Interests such that the
REMIC I Subordinated Balance Ratio is maintained); and third, any remaining
principal to REMIC I Regular Interest ZZZ. Realized Losses shall be applied
after all distributions have been made on each Distribution Date first, so as to
keep the Uncertificated Principal Balance of each REMIC I Regular Interest
ending with the designation "B" equal to 0.01% of the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Group; second, to each
REMIC I Regular Interest ending with the designation "A," so that the
Uncertificated Principal Balance of each such REMIC I Regular Interest is equal
to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Group over (y) the Current Principal Amount of the
Senior Certificates (other than the Interest Only Certificates) in the related
Group (except that if any such excess is a larger number than in the preceding
distribution period, the least amount of Realized Losses shall be applied to
such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio
is maintained); and third, any remaining Realized Losses shall be allocated to
REMIC I Regular Interest ZZZ.

                  (ii) REMIC II will be evidenced by (x) the REMIC II Regular
         Interests (designated below), which will be uncertificated and
         non-transferable and are hereby designated as the "regular interests"
         in REMIC II and have the principal balances and accrue interest at the
         Pass-Through Rates equal to those set forth in this Section


                                       65
<PAGE>

         5.01(c)(ii) and (y) the Class R-II Certificate, which is hereby
         designated as the single "residual interest" in REMIC II.

         The REMIC II Regular Interests and the Class R-II Certificate will have
the following designations, initial balances and pass-through rates:

REMIC II Interest       Initial Balance         Pass-Through Rate Related Group
-----------------       ---------------         -------------------------------
I-A-1                           $                       (1) Group 1
II-A-1                          $                       (2) Group 2
III-A-1                         $                       (3) Group 3
IV-A-1                          $                       (4) Group 4
B-1                             $                       (5) N/A
B-2                             $                       (5) N/A
B-3                             $                       (5) N/A
B-4                             $                       (5) N/A
B-5                             $                       (5) N/A
B-6                             $                       (5) N/A
MT-R                            $                       (1) Group 1
Class R-II                      $                       (1) Group 1

------------------
(1)  A variable Pass-Through Rate equal to the weighted average of the
     Pass-Through Rate on REMIC I Regular Interest 1B, weighted on the basis of
     the Uncertificated Principal Balance of such REMIC I Regular Interest
     immediately preceding the related Distribution Date.

(2)  A variable Pass-Through Rate equal to the weighted average of the
     Pass-Through Rate on REMIC I Regular Interest 2B, weighted on the basis of
     the Uncertificated Principal Balance of such REMIC I Regular Interest
     immediately preceding the related Distribution Date.

(3)  A variable Pass-Through Rate equal to the weighted average of the
     Pass-Through Rate on REMIC I Regular Interest 3B, weighted on the basis of
     the Uncertificated Principal Balance of such REMIC I Regular Interest
     immediately preceding the related Distribution Date.

(4)  A variable Pass-Through Rate equal to the weighted average of the
     Pass-Through Rate on REMIC I Regular Interest 4B, weighted on the basis of
     the Uncertificated Principal Balance of such REMIC I Regular Interest
     immediately preceding the related Distribution Date.

(5)  A variable Pass-Through Rate equal to the weighted average of the
     Pass-Through Rates on REMIC I Regular Interests 1A, 2A, 3A and 4A, weighted
     on the basis of the Uncertificated Principal Balance of each such REMIC I
     Regular Interest immediately preceding the related Distribution Date,
     provided that for purposes of such weighted average, the Pass-Through Rate
     of each such REMIC I Regular Interest shall be subject to a cap and a floor
     equal to the Pass-Through Rate of the REMIC I Regular Interest from the
     related Group ending with the designation "B".

         Principal shall be payable to, and shortfalls, losses and prepayments
are allocable to, the REMIC II Regular Interests as such amounts are payable and
allocable to the Corresponding Certificates. Interest shall be payable to the
REMIC II Regular Interests at the Pass-Through Rate for each such REMIC II
Regular Interest on each such REMIC II Regular Interest's Uncertificated
Principal Balance.


                                       66
<PAGE>

                  (iii) The Classes of the Certificates shall have the following
         designations, initial principal amounts and Pass-Through Rates:

              DESIGNATION          Initial Principal           PASS-THROUGH RATE
              -----------          -----------------           -----------------
I-A-1                              $                           (1)
I-X-A-1                            $                           (3)
II-A-1                             $                           (4)
II-X-A-1                           $                           (5)
III-A-1                            $                           (6)
III-X-A-1                          $                           (7)
IV-A-1                             $                           (8)
R-I                                $                           (9)
R-II                               $                           (9)
R-III                              $                           (9)
B-1                                $                           (10)
B-2                                $                           (10)
B-3                                $                           (10)
B-4                                $                           (10)
B-5                                $                           (10)
B-6                                $                           (10)

---------------
(1)  On or prior to the Distribution Date in _____ 200_, the Class I-A-1
     Certificates will bear interest at a variable pass-through rate equal to
     the weighted average of the Net Rates of the Group 1 Mortgage Loans,
     weighted on the basis of the respective Scheduled Principal Balances of
     each such Mortgage Loan as of the beginning of the Due Period immediately
     preceding the related Distribution Date, minus _____% per annum; provided
     that, on such Distribution Dates, for federal income tax purposes the Class
     I-A-1 Certificates will bear interest at a rate equivalent to the
     foregoing, expressed as the weighted average of the Pass-Through Rate on
     REMIC II Regular Interest I-A-1, weighted on the basis of the
     Uncertificated Principal balance of such REMIC II Regular Interest
     immediately preceding the related Distribution Date minus _____% per annum.
     After the Distribution Date in _____ 200_, the Class I-A-1 Certificates
     will bear interest at a variable pass-through rate equal to the weighted
     average of the Net Rates of the Group 1 Mortgage Loans, weighted on the
     basis of the respective Scheduled Principal Balances of each such Mortgage
     Loan as of the beginning of the Due Period immediately preceding the
     related Distribution Date; provided that on such Distribution Dates, for
     federal income tax purposes the Class I-A-1 Certificates will bear interest
     at a rate equivalent to the foregoing, expressed as the weighted average of
     the Pass-Through Rate on REMIC II Regular Interest I-A-1, weighted on the
     basis of the Uncertificated Principal balance of such REMIC II Regular
     Interest immediately preceding the related Distribution Date. The
     pass-through rate with respect to the first Interest Accrual Period is
     expected to be approximately _____% per annum.

(2)  As described in the definition of Notional Amount herein.

(3)  On or prior to the Distribution Date in _____ 200_, the Class I-X-A-1
     Certificates will bear interest at a pass-through rate equal to _____% per
     annum. After the Distribution Date in _____ 200_, the Class I-X-A-1
     Certificates will not bear any interest.

(4)  On or prior to the Distribution Date in _____ 20__, the Class II-A-1
     Certificates will bear interest at a variable pass-through rate equal to
     the weighted average of the Net Rates of the Group 2 Mortgage Loans,
     weighted on the basis of the respective Scheduled Principal Balances of
     each such Mortgage Loan as of the beginning of the Due Period immediately
     preceding the related Distribution Date, minus _____% per annum; provided
     that, on such Distribution Dates, for federal income tax purposes the Class
     II-A-1 Certificates will bear interest at a rate equivalent to the
     foregoing, expressed as the weighted average of the Pass-Through Rate on
     REMIC II Regular Interest II-A-1, weighted on the basis of the
     Uncertificated Principal balance of such REMIC II Regular Interest


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<PAGE>

     immediately preceding the related Distribution Date minus _____% per annum.
     After the Distribution Date in _____ 20__, the Class II-A-1 Certificates
     will bear interest at a variable pass-through rate equal to the weighted
     average of the Net Rates of the Group 2 Mortgage Loans, weighted on the
     basis of the respective Scheduled Principal Balances of each such Mortgage
     Loan as of the beginning of the Due Period immediately preceding the
     related Distribution Date; provided that on such Distribution Dates, for
     federal income tax purposes the Class II-A-1 Certificates will bear
     interest at a rate equivalent to the foregoing, expressed as the weighted
     average of the Pass-Through Rate on REMIC II Regular Interest II-A-1,
     weighted on the basis of the Uncertificated Principal balance of such REMIC
     II Regular Interest immediately preceding the related Distribution Date.
     The pass-through rate with respect to the first Interest Accrual Period is
     expected to be approximately _____% per annum.

(5)  On or prior to the Distribution Date in _____ 20__, the Class II-X-A-1
     Certificates will bear interest at a pass-through rate equal to _____% per
     annum. After the Distribution Date in _____ 20__, the Class II-X-A-1
     Certificates will not bear any interest.

(6)  On or prior to the Distribution Date in _____ 20__, the Class III-A-1
     Certificates will bear interest at a variable pass-through rate equal to
     the weighted average of the Net Rates of the Group 3 Mortgage Loans,
     weighted on the basis of the respective Scheduled Principal Balances of
     each such Mortgage Loan as of the beginning of the Due Period immediately
     preceding the related Distribution Date, minus _____% per annum; provided
     that, on such Distribution Dates, for federal income tax purposes the Class
     III-A-1 Certificates will bear interest at a rate equivalent to the
     foregoing, expressed as the weighted average of the Pass-Through Rate on
     REMIC II Regular Interest III-A-1, weighted on the basis of the
     Uncertificated Principal balance of such REMIC II Regular Interest
     immediately preceding the related Distribution Date minus _____% per annum.
     After the Distribution Date in _____ 20__, the Class III-A-1 Certificates
     will bear interest at a variable pass-through rate equal to the weighted
     average of the Net Rates of the Group 3 Mortgage Loans, weighted on the
     basis of the respective Scheduled Principal Balances of each such Mortgage
     Loan as of the beginning of the Due Period immediately preceding the
     related Distribution Date; provided that on such Distribution Dates, for
     federal income tax purposes the Class III-A-1 Certificates will bear
     interest at a rate equivalent to the foregoing, expressed as the weighted
     average of the Pass-Through Rate on REMIC II Regular Interest III-A-1,
     weighted on the basis of the Uncertificated Principal balance of such REMIC
     II Regular Interest immediately preceding the related Distribution Date.
     The pass-through rate with respect to the first Interest Accrual Period is
     expected to be approximately _____% per annum.

(7)  On or prior to the Distribution Date in _____ 20__, the Class III-X-A-1
     Certificates will bear interest at a pass-through rate equal to _____% per
     annum. After the Distribution Date in _____ 20__, the Class III-X-A-1
     Certificates will not bear any interest.

(8)  The Class IV-A-1 Certificates will bear interest at a variable pass-through
     rate equal to the weighted average of the Net Rates of the Group 4 Mortgage
     Loans, weighted on the basis of the respective Scheduled Principal Balances
     of each such Mortgage Loan as of the beginning of the Due Period
     immediately preceding the related Distribution Date; provided that, on such
     Distribution Dates, for federal income tax purposes the Class IV-A-1
     Certificates will bear interest at a rate equivalent to the Pass-Through
     Rate on REMIC II Regular Interest IV-A-1 immediately preceding the related
     Distribution Date. The pass-through rate with respect to the first Interest
     Accrual Period is expected to be approximately _____% per annum.

(9)  The Class R-I, Class R-II and Class R-III Certificates will bear interest
     at a variable pass-through rate equal to the weighted average of the Net
     Rates of the Group 1 Mortgage Loans, weighted on the basis of the
     respective Scheduled Principal Balances of each such Mortgage Loan as of
     the beginning of the Due Period immediately preceding the related
     Distribution Date; provided that, on such Distribution Dates, for federal
     income tax purposes the Class R-I, Class R-II and Class R-III Certificates
     will bear interest at a rate equivalent to the foregoing, expressed as the
     weighted average of the Pass-Through Rate on REMIC II Regular Interest
     I-A-1, weighted on the basis of such REMIC II Regular Interest's
     Uncertificated Principal Balance, immediately preceding the related
     Distribution Date. The pass-through rate with respect to the first Interest
     Accrual Period is expected to be approximately _____% per annum.

(10) The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
     Certificates will bear interest at a variable pass-through rate equal to
     the weighted average of the Net Rates of each Mortgage Loan Group, weighted


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<PAGE>

     in proportion to the results of subtracting from the aggregate principal
     balance of each Mortgage Loan Group, the Current Principal Amount of the
     related Class or Classes of Senior Certificates; provided that for federal
     income tax purposes such Certificates will bear interest at a rate
     equivalent to the foregoing, expressed as the weighted average of the Pass-
     Through Rates on REMIC II Regular Interests B-1, B-2, B-3, B-4, B-5 and
     B-6, weighted on the basis of the Uncertificated Principal balance of each
     such REMIC II Regular Interest immediately preceding the related
     Distribution Date. The pass-through rate with respect to the first Interest
     Accrual Period is expected to be approximately _____% per annum.

         (d) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity date for
the Mortgage Loan with the latest maturity date in the Trust Fund has been
designated as the "latest possible maturity date" for the REMIC I Regular
Interests, REMIC II Regular Interests and the Certificates.

         (e) With respect to each Distribution Date, each Class of Certificates
shall accrue interest during the related Interest Accrual Period. With respect
to each Distribution Date and each such Class of Certificates, interest shall be
calculated, on the basis of a 360-day year comprised of twelve 30-day months,
based upon the respective Pass-Through Rate set forth, or determined as
provided, above and the Current Principal Amount (or Notional Amount in the case
of the Interest Only Certificates) of such Class applicable to such Distribution
Date.

         (f) The Certificates shall be substantially in the forms set forth in
Exhibits A-1, A-2 and A-3. On original issuance, the Trustee shall sign,
countersign and shall deliver them at the direction of the Depositor. Pending
the preparation of definitive Certificates of any Class, the Trustee may sign
and countersign temporary Certificates that are printed, lithographed or
typewritten, in authorized denominations for Certificates of such Class,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers or authorized signatories executing such
Certificates may determine, as evidenced by their execution of such
Certificates. If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office of the Trustee, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall sign and countersign and deliver in exchange therefor a like
aggregate principal amount, in authorized denominations for such Class, of
definitive Certificates of the same Class. Until so exchanged, such temporary
Certificates shall in all respects be entitled to the same benefits as
definitive Certificates.

         (g) Each Class of Book-Entry Certificates will be registered as a
single Certificate of such Class held by a nominee of the Depository or the DTC
Custodian, and beneficial interests will be held by investors through the
book-entry facilities of the Depository in minimum denominations of (i) in the
case of the Senior Certificates (other than the Residual Certificates), $1,000
and in each case increments of $1.00 in excess thereof, and (ii) in the case of
the Offered Subordinate Certificates, $25,000 and increments of $1.00 in excess
thereof, except that one Certificate of each such Class may be issued in a
different amount so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Current Principal Amount of such
Class on the Closing Date. On the Closing Date, the Trustee shall execute and
countersign Physical Certificates all in an aggregate principal amount that
shall equal the Current Principal Amount of such Class on the Closing Date. The
Private Certificates shall be issued in certificated fully-registered form in
minimum dollar denominations of $25,000 and integral


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<PAGE>

multiples of $1.00 in excess thereof, except that one Private Certificate of
each Class may be issued in a different amount so that the sum of the
denominations of all outstanding Private Certificates of such Class shall equal
the Current Principal Amount of such Class on the Closing Date. The Class R-I
Certificate shall be issued in certificated fully-registered form, in the
denomination of $100. The Class R-II Certificate and Class R-III Certificate
shall each be issued in certificated fully-registered form, each, in the
denomination of $50. Each Class of Global Certificates, if any, shall be issued
in fully registered form in minimum dollar denominations of $50,000 and integral
multiples of $1.00 in excess thereof, except that one Certificate of each Class
may be in a different denomination so that the sum of the denominations of all
outstanding Certificates of such Class shall equal the Current Principal Amount
of such Class on the Closing Date. On the Closing Date, the Trustee shall
execute and countersign (i) in the case of each Class of Offered Certificates,
the Certificate in the entire Current Principal Amount of the respective Class
and (ii) in the case of each Class of Private Certificates, Individual
Certificates all in an aggregate principal amount that shall equal the Current
Principal Amount of each such respective Class on the Closing Date. The
Certificates referred to in clause (i) and if at any time there are to be Global
Certificates, the Global Certificates shall be delivered by the Depositor to the
Depository or pursuant to the Depository's instructions, shall be delivered by
the Depositor on behalf of the Depository to and deposited with the DTC
Custodian. The Trustee shall sign the Certificates by facsimile or manual
signature and countersign them by manual signature on behalf of the Trustee by
one or more authorized signatories, each of whom shall be Responsible Officers
of the Trustee or its agent. A Certificate bearing the manual and facsimile
signatures of individuals who were the authorized signatories of the Trustee or
its agent at the time of issuance shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to hold such positions prior to the
delivery of such Certificate.

         (h) No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
the manually executed countersignature of the Trustee or its agent, and such
countersignature upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly executed and delivered hereunder.
All Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their
countersignature.

         (i) The Closing Date is hereby designated as the "startup" day of each
REMIC within the meaning of Section 860G(a)(9) of the Code.

         (j) For federal income tax purposes, each REMIC shall have a tax year
that is a calendar year and shall report income on an accrual basis.

         (k) The Trustee on behalf of the Trust shall cause each REMIC to timely
elect to be treated as a REMIC under Section 860D of the Code. Any
inconsistencies or ambiguities in this Agreement or in the administration of any
Trust established hereby shall be resolved in a manner that preserves the
validity of such elections.

         (l) The following legend shall be placed on the Residual Certificates,
whether upon original issuance or upon issuance of any other Certificate of any
such Class in exchange therefor or upon transfer thereof:


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<PAGE>

         THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE, THE MASTER SERVICER AND THE
SECURITIES ADMINISTRATOR WITH AN OPINION OF COUNSEL THAT THE PURCHASE OF
CERTIFICATES ON BEHALF OF SUCH WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT
PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE
RISE TO ANY ADDITIONAL FIDUCIARY OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE
MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE TRUSTEE.

         The following legend shall be placed upon the Private Certificates,
whether upon original issuance or upon issuance of any other Certificate of any
such Class in exchange therefor or upon transfer thereof:

         THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, AND SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
UNLESS THE TRANSFEREE CERTIFIES OR

         REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND
THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL
NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN
INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED
TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE
95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE
MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF
A BOOK- ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION
SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.

Section 5.02      REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

         (a) The Trustee shall maintain at its Corporate Trust Office 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) Subject to Subsection 5.01(a) and, in the case of any Global
Certificate or Physical Certificate upon the satisfaction of the conditions set
forth below, upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose, the Trustee
shall sign, countersign and shall deliver, in the name of the designated


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<PAGE>

transferee or transferees, a new Certificate of a like Class and aggregate
Fractional Undivided Interest, but bearing a different number.

         (c) By acceptance of an Individual Certificate, whether upon original
issuance or subsequent transfer, each holder of such a Certificate acknowledges
the restrictions on the transfer of such Certificate set forth in the Securities
Legend and agrees that it will transfer such a Certificate only as provided
herein. In addition to the provisions of Subsection 5.02(h), the following
restrictions shall apply with respect to the transfer and registration of
transfer of an Individual Certificate to a transferee that takes delivery in the
form of an Individual Certificate:

                  (i) The Trustee shall register the transfer of an Individual
         Certificate if the requested transfer is being made to a transferee who
         has provided the Trustee with a Rule 144A Certificate or comparable
         evidence as to its QIB status.

                  (ii) The Trustee shall register the transfer of any Individual
         Certificate if (x) the transferor has advised the Trustee in writing
         that the Certificate is being transferred to an Institutional
         Accredited Investor; and (y) prior to the transfer the transferee
         furnishes to the Trustee an Investment Letter (and the Trustee shall be
         fully protected in so doing), provided that, if based upon an Opinion
         of Counsel addressed to the Trustee to the effect that the delivery of
         (x) and (y) above are not sufficient to confirm that the proposed
         transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act and other applicable laws, the Trustee shall as a
         condition of the registration of any such transfer require the
         transferor to furnish such other certifications, legal opinions or
         other information prior to registering the transfer of an Individual
         Certificate as shall be set forth in such Opinion of Counsel.

         (d) Subject to Subsection 5.02(h), so long as a Global Certificate of
such Class is outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in such Global Certificate, or transfers by
holders of Individual Certificates of such Class to transferees that take
delivery in the form of beneficial interests in the Global Certificate, may be
made only in accordance with this Subsection 5.02(d) and in accordance with the
rules of the Depository:

                  (i) In the case of a beneficial interest in the Global
         Certificate being transferred to an Institutional Accredited Investor,
         such transferee shall be required to take delivery in the form of an
         Individual Certificate or Certificates and the Trustee shall register
         such transfer only upon compliance with the provisions of Subsection
         5.02(c)(ii).

                  (ii) In the case of a beneficial interest in a Class of Global
         Certificates being transferred to a transferee that takes delivery in
         the form of an Individual Certificate or Certificates of such Class,
         except as set forth in clause (i) above, the Trustee shall register
         such transfer only upon compliance with the provisions of Subsection
         5.02(c)(i).

                  (iii) In the case of an Individual Certificate of a Class
         being transferred to a transferee that takes delivery in the form of a
         beneficial interest in a Global Certificate of such Class, the Trustee
         shall register such transfer if the transferee has provided the Trustee
         with a Rule 144A Certificate or comparable evidence as to its QIB
         status.


                                       72
<PAGE>

                  (iv) No restrictions shall apply with respect to the transfer
         or registration of transfer of a beneficial interest in the Global
         Certificate of a Class to a transferee that takes delivery in the form
         of a beneficial interest in the Global Certificate of such Class;
         provided that each such transferee shall be deemed to have made such
         representations and warranties contained in the Rule 144A Certificate
         as are sufficient to establish that it is a QIB.

         (e) Subject to Subsection 5.02(h), an exchange of a beneficial interest
in a Global Certificate of a Class for an Individual Certificate or Certificates
of such Class, an exchange of an Individual Certificate or Certificates of a
Class for a beneficial interest in the Global Certificate of such Class and an
exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or
not such exchange is made in anticipation of subsequent transfer, and, in the
case of the Global Certificate of such Class, so long as such Certificate is
outstanding and is held by or on behalf of the Depository) may be made only in
accordance with this Subsection 5.02(e) and in accordance with the rules of the
Depository:

                  (i) A holder of a beneficial interest in a Global Certificate
         of a Class may at any time exchange such beneficial interest for an
         Individual Certificate or Certificates of such Class.

                  (ii) A holder of an Individual Certificate or Certificates of
         a Class may exchange such Certificate or Certificates for a beneficial
         interest in the Global Certificate of such Class if such holder
         furnishes to the Trustee a Rule 144A Certificate or comparable evidence
         as to its QIB status.

                  (iii) A holder of an Individual Certificate of a Class may
         exchange such Certificate for an equal aggregate principal amount of
         Individual Certificates of such Class in different authorized
         denominations without any certification.

         (f) (i) Upon acceptance for exchange or transfer of an Individual
Certificate of a Class for a beneficial interest in a Global Certificate of such
Class as provided herein, the Trustee shall cancel such Individual Certificate
and shall (or shall request the Depository to) endorse on the schedule affixed
to the applicable Global Certificate (or on a continuation of such schedule
affixed to the Global Certificate and made a part thereof) or otherwise make in
its books and records an appropriate notation evidencing the date of such
exchange or transfer and an increase in the certificate balance of the Global
Certificate equal to the certificate balance of such Individual Certificate
exchanged or transferred therefor.

                  (ii) Upon acceptance for exchange or transfer of a beneficial
         interest in a Global Certificate of a Class for an Individual
         Certificate of such Class as provided herein, the Trustee shall (or
         shall request the Depository to) endorse on the schedule affixed to
         such Global Certificate (or on a continuation of such schedule affixed
         to such Global Certificate and made a part thereof) or otherwise make
         in its books and records an appropriate notation evidencing the date of
         such exchange or transfer and a decrease in the certificate balance of
         such Global Certificate equal to the certificate balance of such
         Individual Certificate issued in exchange therefor or upon transfer
         thereof.


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<PAGE>

         (g) The Securities Legend shall be placed on any Individual Certificate
issued in exchange for or upon transfer of another Individual Certificate or of
a beneficial interest in a Global Certificate.

         (h) Subject to the restrictions on transfer and exchange set forth in
this Section 5.02, the holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 5.01(g) above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request for
exchange in the case of exchange. The holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or
exchange, the Trustee shall, within five Business Days of such request made at
the Corporate Trust Office, sign, countersign and deliver at the Corporate Trust
Office, to the transferee (in the case of transfer) or holder (in the case of
exchange) or send by first class mail at the risk of the transferee (in the case
of transfer) or holder (in the case of exchange) to such address as the
transferee or holder, as applicable, may request, an Individual Certificate or
Certificates, as the case may require, for a like aggregate Fractional Undivided
Interest and in such authorized denomination or denominations as may be
requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office by the
registered holder in person, or by a duly authorized attorney-in-fact.

         (i) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at the Corporate Trust Office; provided, however, that no
Certificate may be exchanged for new Certificates unless the original Fractional
Undivided Interest represented by each such new Certificate (i) is at least
equal to the minimum authorized denomination or (ii) is acceptable to the
Depositor as indicated to the Trustee in writing. Whenever any Certificates are
so surrendered for exchange, the Trustee shall sign and countersign and the
Trustee shall deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

         (j) If the Trustee so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer, with a signature guarantee, in
form satisfactory to the Trustee, duly executed by the holder thereof or his or
her attorney duly authorized in writing.

         (k) No service charge shall be made for any transfer or exchange of
Certificates, 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.

         (l) The Trustee shall cancel all Certificates surrendered for transfer
or exchange but shall retain such Certificates in accordance with its standard
retention policy or for such further time as is required by the record retention
requirements of the Securities Exchange Act of 1934, as amended, and thereafter
may destroy such Certificates.


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<PAGE>

Section 5.03      MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

          (a) 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 (ii) there is delivered to the Trustee such
security or indemnity as it may require to save it harmless, and (iii) the
Trustee has not received notice that such Certificate has been acquired by a
third Person, the Trustee shall sign, countersign and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Fractional Undivided Interest but in each case
bearing a different number. The mutilated, destroyed, lost or stolen Certificate
shall thereupon be canceled of record by the Trustee and shall be of no further
effect and evidence no rights.

         (b) Upon the issuance of any new Certificate under this Section 5.03,
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 duplicate Certificate issued pursuant to this Section 5.03 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

Section 5.04      PERSONS DEEMED OWNERS.

         Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Trustee and any agent of the Depositor or the
Trustee 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 6.01 and for all other purposes whatsoever. Neither the Depositor, the
Trustee nor any agent of the Depositor or the Trustee shall be affected by
notice to the contrary. No Certificate shall be deemed duly presented for a
transfer effective on any Record Date unless the Certificate to be transferred
is presented no later than the close of business on the third Business Day
preceding such Record Date.

Section 5.05      TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES.

         (a) Residual Certificates, or interests therein, may not be transferred
without the prior express written consent of the Tax Matters Person and the
Depositor. As a prerequisite to such consent, the proposed transferee must
provide the Tax Matters Person, the Depositor and the Trustee with an affidavit
that the proposed transferee is a Permitted Transferee (and an affidavit that it
is a U.S. Person) as provided in Subsection 5.05(b).

         (b) No transfer, sale or other disposition of a Residual Certificate
(including a beneficial interest therein) may be made unless, prior to the
transfer, sale or other disposition of a Residual Certificate, the proposed
transferee (including the initial purchasers thereof) delivers to the Tax
Matters Person, the Trustee and the Depositor an affidavit in the form attached
hereto as Exhibit E stating, among other things, that as of the date of such
transfer (i) such transferee is a Permitted Transferee and that (ii) such
transferee is not acquiring such Residual Certificate for the account of any
person who is not a Permitted Transferee. The Tax Matters Person shall not
consent to a transfer of a Residual Certificate if it has actual knowledge that
any statement made in the affidavit issued pursuant to the preceding sentence is
not true. Notwithstanding any transfer, sale or other disposition of a Residual
Certificate to any Person who is not a Permitted


                                       75
<PAGE>

Transferee, such transfer, sale or other disposition shall be deemed to be of no
legal force or effect whatsoever and such Person shall not be deemed to be a
Holder of a Residual Certificate for any purpose hereunder, including, but not
limited to, the receipt of distributions thereon. If any purported transfer
shall be in violation of the provisions of this Subsection 5.05(b), then the
prior Holder thereof shall, upon discovery that the transfer of such Residual
Certificate was not in fact permitted by this Subsection 5.05(b), be restored to
all rights as a Holder thereof retroactive to the date of the purported
transfer. None of the Trustee, the Tax Matters Person or the Depositor shall be
under any liability to any Person for any registration or transfer of a Residual
Certificate that is not permitted by this Subsection 5.05(b) or for making
payments due on such Residual Certificate to the purported Holder thereof or
taking any other action with respect to such purported Holder under the
provisions of this Agreement so long as the written affidavit referred to above
was received with respect to such transfer, and the Tax Matters Person, the
Trustee and the Depositor, as applicable, had no knowledge that it was untrue.
The prior Holder shall be entitled to recover from any purported Holder of a
Residual Certificate that was in fact not a permitted transferee under this
Subsection 5.05(b) at the time it became a Holder all payments made on such
Residual Certificate. Each Holder of a Residual Certificate, by acceptance
thereof, shall be deemed for all purposes to have consented to the provisions of
this Subsection 5.05(b) and to any amendment of this Agreement deemed necessary
(whether as a result of new legislation or otherwise) by counsel of the Tax
Matters Person or the Depositor to ensure that the Residual Certificates are not
transferred to any Person who is not a Permitted Transferee and that any
transfer of such Residual Certificates will not cause the imposition of a tax
upon the Trust or cause any REMIC to fail to qualify as a REMIC.

         (c) The Residual Certificates (including a beneficial interest therein)
may not be purchased by or transferred to any person who is not a United States
Person.

         (d) By accepting a Residual Certificate, the purchaser thereof agrees
to be a Tax Matters Person, and appoints the Securities Administrator to act as
its agent with respect to all matters concerning the tax obligations of the
Trust.

Section 5.06      RESTRICTIONS ON TRANSFERABILITY OF CERTIFICATES.

         (a) No offer, sale, transfer or other disposition (including pledge) of
any Certificate shall be made by any Holder thereof unless registered under the
Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or "Blue Sky" laws is
available and the prospective transferee (other than the Depositor) of such
Certificate signs and delivers to the Trustee an Investment Letter, if the
transferee is an Institutional Accredited Investor, in the form set forth as
Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in
the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of the
immediately preceding sentence, no restrictions shall apply with respect to the
transfer or registration of transfer of a beneficial interest in any Certificate
that is a Global Certificate of a Class to a transferee that takes delivery in
the form of a beneficial interest in the Global Certificate of such Class
provided that each such transferee shall be deemed to have made such
representations and warranties contained in the Rule 144A Certificate as are
sufficient to establish that it is a QIB. In the case of a proposed transfer of
any Certificate to a transferee other than a QIB, the Trustee may require an
Opinion of Counsel addressed to the Trustee that such transaction is exempt from
the registration requirements of the Securities Act. The cost of such opinion
shall not be an expense of the Trustee or the Trust Fund.


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         (b) The Private Certificates shall each bear a Securities Legend.

Section 5.07      ERISA RESTRICTIONS.

         (a) Subject to the provisions of subsection (b), no Residual
Certificates or Private Certificates may be acquired directly or indirectly by,
or on behalf of, an employee benefit plan or other retirement arrangement which
is subject to Title I of ERISA and Section 4975 of the Code, unless the proposed
transferee provides either (i) the Trustee, with an Opinion of Counsel addressed
to the Trustee, the Master Servicer and the Securities Administrator (upon which
they may rely) which is satisfactory to the Trustee, which opinion will not be
at the expense of the Trustee, the Master Servicer or the Securities
Administrator, that the purchase of such Certificates by or on behalf of such
Plan is permissible under applicable law, will not constitute or result in a
nonexempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Trustee, the Master Servicer or the Securities
Administrator to any obligation in addition to those undertaken in the Agreement
or (ii) in the case of the Class B-4, Class B-5 and Class B-6 Certificates, a
representation or certification to the Trustee (upon which the Trustee is
authorized to rely) to the effect that the proposed transfer and holding of such
a Certificate and the servicing, management and operation of the Trust: (I) will
not result in a prohibited transaction under Section 406 of ERISA or Section
4975 of the Code which is not covered under an individual or class prohibited
transaction exemption including but not limited to Department of Labor
Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset
Transactions Determined by Independent Qualified Professional Asset Managers);
PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective
Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving
Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for
Certain Transactions Involving Insurance Company General Accounts), and PTCE
96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset
Managers and (II) will not subject the Depositor, the Securities Administrator,
the Master Servicer or the Trustee to any obligation in addition to those
undertaken in the Agreement.

         (b) Any Person acquiring an interest in a Global Certificate which is a
Private Certificate, by acquisition of such Certificate, shall be deemed to have
represented to the Trustee that in the case of the Class B-4, Class B-5 and
Class B-6 Certificates, either: (i) it is not acquiring an interest in such
Certificate directly or indirectly by, or on behalf of, an employee benefit plan
or other retirement arrangement which is subject to Title I of ERISA and Section
4975 of the Code, or (ii) the transfer and holding of an interest in such
Certificate to that Person and the subsequent servicing, management and
operation of the Trust and its assets: (I) will not result in any prohibited
transaction which is not covered under an individual or class prohibited
transaction exemption, including, but not limited to, PTE 84-14, PTE 91-38, PTE
90-1, PTE 95-60 or PTE 96-23 and (II) will not subject the Depositor, the
Securities Administrator, the Master Servicer or the Trustee to any obligation
in addition to those undertaken in the Agreement.

         (c) Each beneficial owner of a Class B-1, Class B-2 or Class B-3
Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not a Plan or investing with "Plan Assets", (ii) it has
acquired and is holding such certificate in reliance on the Exemption, and that
it understands that there are certain conditions to the availability of the
Exemption, including that the certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by S&P or


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<PAGE>

Moody's Investors Service, Inc., and the certificate is so rated or (iii) (1) it
is an insurance company, (2) the source of funds used to acquire or hold the
certificate or interest therein is an "insurance company general account," as
such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

         (d) Neither the Trustee, the Master Servicer nor the Securities
Administrator will be required to monitor, determine or inquire as to compliance
with the transfer restrictions with respect to the Global Certificates. Any
attempted or purported transfer of any Certificate in violation of the
provisions of Subsections (a) or (b) above shall be void ab initio and such
Certificate shall be considered to have been held continuously by the prior
permitted Certificateholder. Any transferor of any Certificate in violation of
such provisions, shall indemnify and hold harmless the Trustee, the Securities
Administrator and the Master Servicer from and against any and all liabilities,
claims, costs or expenses incurred by the Trustee, the Securities Administrator
or the Master Servicer as a result of such attempted or purported transfer. The
Trustee shall have no liability for transfer of any such Global Certificates in
or through book-entry facilities of any Depository or between or among
Depository Participants or Certificate Owners made in violation of the transfer
restrictions set forth herein.

Section 5.08      RULE 144A INFORMATION.

         For so long as any Certificates are outstanding and are "restricted
securities" within the meaning of Rule 144(a)(3) of the Securities Act, (1) the
Depositor will provide or cause to be provided to any holder of such
Certificates and any prospective purchaser thereof designated by such a holder,
upon the request of such holder or prospective purchaser, the information
required to be provided to such holder or prospective purchaser by Rule
144A(d)(4) under the Securities Act; and (2) the Depositor shall update such
information from time to time in order to prevent such information from becoming
false and misleading and will take such other actions as are necessary to ensure
that the safe harbor exemption from the registration requirements of the
Securities Act under Rule 144A is and will be available for resales of such
Certificates conducted in accordance with Rule 144A.

                                   ARTICLE VI
                         PAYMENTS TO CERTIFICATEHOLDERS

Section 6.01      DISTRIBUTIONS ON THE CERTIFICATES.

         (a) Interest and principal on the Certificates (other than the Interest
Only Certificates) will be distributed monthly on each Distribution Date,
commencing in June 2003, in an amount equal to the Available Funds on deposit in
the Distribution Account for such Distribution Date. On each Distribution Date,
the Available Funds on deposit in the Distribution Account shall be distributed
as follows:

                  (i) on each Distribution Date, the Group 1 Available Funds
         will be distributed to the Group 1 Senior Certificates as follows:

         FIRST, to the Group 1 Senior Certificates, on a pro rata basis, the
Accrued Certificate Interest on such Classes for such Distribution Date. As
described below, Accrued Certificate


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Interest on the Group 1 Senior Certificates is subject to reduction in the event
of certain Net Interest Shortfalls allocable thereto;

         SECOND, to the Group 1 Senior Certificates, on a pro rata basis, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, to the extent of remaining Group 1 Available Funds; and

         THIRD, sequentially, in the following order, to the Class R-I, Class
R-II, Class R-III and Class I-A-1 Certificates, in reduction of the Current
Principal Amounts thereof, the Group 1 Senior Optimal Principal Amount for such
Distribution Date to the extent of remaining Group 1 Available Funds, in each
case, until the Current Principal Amount of each such Class has been reduced to
zero;

                  (ii) on each Distribution Date, the Group 2 Available Funds
         will be distributed to the Group 2 Senior Certificates as follows:

         FIRST, to the Group 2 Senior Certificates, on a pro rata basis, the
Accrued Certificate Interest on such Classes for such Distribution Date. As
described below, Accrued Certificate Interest on the Group 2 Senior Certificates
is subject to reduction in the event of certain Net Interest Shortfalls
allocable thereto;

         SECOND, to the Group 2 Senior Certificates, on a pro rata basis, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, to the extent of remaining Group 2 Available Funds; and

         THIRD, to the Class II-A-1 Certificates, in reduction of the Current
Principal Amount thereof, the Group 2 Senior Optimal Principal Amount for such
Distribution Date to the extent of remaining Group 2 Available Funds, until the
Current Principal Amount of such Class has been reduced to zero;

                  (iii) on each Distribution Date, the Group 3 Available Funds
         will be distributed to the Group 3 Senior Certificates as follows:

         FIRST, to the Group 3 Senior Certificates, on a pro rata basis, the
Accrued Certificate Interest on such Classes for such Distribution Date. As
described below, Accrued Certificate Interest on the Group 3 Senior Certificates
is subject to reduction in the event of certain Net Interest Shortfalls
allocable thereto;

         SECOND, to the Group 3 Senior Certificates, on a pro rata basis, any
Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, to the extent of remaining Group 3 Available Funds; and

         THIRD, to the Class III-A-1 Certificates, in reduction of the Current
Principal Amount thereof, the Group 3 Senior Optimal Principal Amount for such
Distribution Date to the extent of remaining Group 3 Available Funds, until the
Current Principal Amount of such Class has been reduced to zero;

                  (iv) on each Distribution Date, the Group 4 Available Funds
         will be distributed to the Group 4 Senior Certificates as follows:


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<PAGE>

         FIRST, to the Group 4 Senior Certificates, the Accrued Certificate
Interest on such Class for such Distribution Date. As described below, Accrued
Certificate Interest on the Group 4 Senior Certificates is subject to reduction
in the event of certain Net Interest Shortfalls allocable thereto;

         SECOND, to the Group 4 Senior Certificates, any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution Dates, to
the extent of remaining Group 4 Available Funds; and

         THIRD, to the Class IV-A-1 Certificates, in reduction of the Current
Principal Amount thereof, the Group 4 Senior Optimal Principal Amount for such
Distribution Date to the extent of remaining Group 4 Available Funds, until the
Current Principal Amount of such Class has been reduced to zero;

                  (v) Except as provided in (vi) and (vii) below, on each
         Distribution Date prior to the Cross-Over Date, an amount equal to any
         remaining Group 1, Group 2, Group 3 and Group 4 Available Funds after
         the distributions in (i), (ii), (iii) and (iv) above will be
         distributed sequentially, in the following order, to the Class B-1,
         Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates,
         in each case up to an amount equal to and in the following order: (A)
         the Accrued Certificate Interest thereon for such Distribution Date,
         (B) any Accrued Certificate Interest thereon remaining undistributed
         from previous Distribution Dates and (C) such Class's Allocable Share
         for such Distribution Date, in each case, to the extent of the
         remaining Group 1, Group 2, Group 3 and Group 4 Available Funds.

                  (vi) On each Distribution Date prior to the Cross-Over Date,
         but after the reduction of the Current Principal Amount of any of the
         Group 1, Group 2, Group 3 or Group 4 Senior Certificates to zero, the
         remaining Class or Classes of Senior Certificates will be entitled to
         receive in reduction of their Current Principal Amounts, pro rata based
         upon their Current Principal Amounts immediately prior to such
         Distribution Date, in addition to any Principal Prepayments related to
         such remaining Senior Certificates' respective Loan Group allocated to
         such Group of Senior Certificates, 100% of the Principal Prepayments on
         any Mortgage Loan in the Loan Group relating to the fully repaid Class
         or Classes of Senior Certificates; provided, however, that if (A) the
         weighted average of the Subordinate Percentages on such Distribution
         Date equals or exceeds two times the initial weighted average of the
         Subordinate Percentages and (B) the aggregate Scheduled Principal
         Balance of the Mortgage Loans delinquent 60 days or more (including for
         this purpose any such Mortgage Loans in foreclosure and Mortgage Loans
         with respect to which the related Mortgaged Property has been acquired
         by the Trust), averaged over the last six months, as a percentage of
         the sum of the aggregate Current Principal Amount of the Subordinate
         Certificates does not exceed 100%, then the additional allocation of
         Principal Prepayments to the Senior Certificates in accordance with
         this clause (vi) will not be made and 100% of the Principal Prepayments
         on any Mortgage Loan in the Loan Group relating to the fully repaid
         Class or Classes of Senior Certificates will be allocated to the
         Subordinate Certificates.

                  (vii) If on any Distribution Date on which the aggregate
         Current Principal Amount of any Class or Classes of Senior Certificates
         would be greater than the


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         aggregate Scheduled Principal Balance of the Mortgage Loans in its
         related Loan Group and any Subordinate Certificates are still
         outstanding in each case after giving effect to distributions to be
         made on such Distribution Date, (A) 100% of amounts otherwise allocable
         to the Subordinate Certificates in respect of principal will be
         distributed to such Class or Classes of Senior Certificates in
         reduction of the Current Principal Amounts thereof, until the aggregate
         Current Principal Amount of such Class or Classes of Senior
         Certificates is an amount equal to the aggregate Scheduled Principal
         Balance of the Mortgage Loans in its related Loan Group, and (B) the
         Accrued Certificate Interest otherwise allocable to the Subordinate
         Certificates on such Distribution Date will be reduced, if necessary,
         and distributed to such Class or Classes of Senior Certificates in an
         amount equal to the Accrued Certificate Interest for such Distribution
         Date on the excess of (x) the aggregate Current Principal Balance of
         such Class or Classes of Senior Certificates over (y) the aggregate
         Scheduled Principal Balance of the Mortgage Loans in the related Loan
         Group. Any such reduction in the Accrued Certificate Interest on the
         Subordinate Certificates will be allocated in reverse order of the
         Subordinate Certificates numerical designations, commencing with the
         Class B-6 Certificates.

         (b) If, after distributions have been made pursuant to priorities FIRST
and SECOND of clauses (a)(i), (ii), (iii) and (iv) above on any Distribution
Date, the remaining Group 1, Group 2, Group 3 or Group 4 Available Funds are
less than the Group 1, Group 2, Group 3 or Group 4 Senior Optimal Principal
Amounts, respectively, such amount shall be reduced, and such remaining funds
will be distributed on the related Senior Certificates on the basis of such
reduced amount.

         (c) "Pro rata" distributions among Classes of Certificates will be made
in proportion to the then Current Principal Amount of such Classes.

         (d) On each Distribution Date, any Available Funds remaining after
payment of interest and principal to the Classes of Certificates entitled
thereto, as described above, will be distributed to the Class R-III
Certificates; provided that if on any Distribution Date there are any Group 1,
Group 2, Group 3 or Group 4 Available Funds remaining after payment of interest
and principal to a Class or Classes of Certificates entitled thereto, such
amounts will be distributed to the other Classes of Senior Certificates, pro
rata, based upon their Current Principal Amounts, until all amounts due to all
Classes of Senior Certificates have been paid in full, before any amounts are
distributed to the Class R-III Certificates.

         (e) No Accrued Certificate Interest will be payable with respect to any
Class of Certificates after the Distribution Date on which the Current Principal
Amount of such Certificate has been reduced to zero.

         (f) If on any Distribution Date the Available Funds for the Senior
Certificates in any Certificate Group is less than the Accrued Certificate
Interest on the related Senior Certificates for such Distribution Date prior to
reduction for Net Interest Shortfalls and the interest portion of Realized
Losses, the shortfall will be allocated among the holders of each Class of
Senior Certificates in such Certificate Group in proportion to the respective
amounts of Accrued Certificate Interest that would have been allocated thereto
in the absence of such Net Interest Shortfalls and/or Realized Losses for such
Distribution Date. In addition, the amount of any interest shortfalls will
constitute unpaid Accrued Certificate Interest and will be distributable to


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holders of the Certificates of the related Classes entitled to such amounts on
subsequent Distribution Dates, to the extent of the applicable Available Funds
after current interest distributions as required herein. Any such amounts so
carried forward will not bear interest. Shortfalls in interest payments will not
be offset by a reduction in the servicing compensation of the Master Servicer or
otherwise, except to the extent of applicable Compensating Interest Payments.

         (g) The expenses and fees of the Trust shall be paid by each of the
REMICs, to the extent that such expenses relate to the assets of each of such
respective REMICs, and all other expenses and fees of the Trust shall be paid
pro rata by each of the REMICs.

Section 6.02      ALLOCATION OF LOSSES.

         (a) On or prior to each Determination Date, the Master Servicer shall
determine the amount of any Realized Loss in respect of each Mortgage Loan that
occurred during the immediately preceding calendar month.

         (b) With respect to any Certificates on any Distribution Date, the
principal portion of each Realized Loss on a Mortgage Loan shall be allocated as
follows:

         first, to the Class B-6 Certificates until the Current Principal Amount
thereof has been reduced to zero;

         second, to the Class B-5 Certificates until the Current Principal
Amount thereof has been reduced to zero;

         third, to the Class B-4 Certificates until the Current Principal Amount
thereof has been reduced to zero;

         fourth, to the Class B-3 Certificates until the Current Principal
Amount thereof has been reduced to zero;

         fifth, to the Class B-2 Certificates until the Current Principal Amount
thereof has been reduced to zero;

         sixth, to the Class B-1 Certificates until the Current Principal Amount
thereof has been reduced to zero;

         seventh, if such loss is on a Group 1, Group 2, Group 3 or Group 4
Mortgage Loan, to the Senior Certificates (other than the Interest Only
Certificates) of the related Mortgage Loan Group, on a pro rata basis; and

         eighth, to the Senior Certificates (other than the Interest Only
Certificates), on a pro rata basis.

         (c) Notwithstanding the foregoing clause (b), no such allocation of any
Realized Loss shall be made on a Distribution Date to any Class of Certificates
to the extent that such allocation would result in the reduction of the
aggregate Current Principal Amounts of all the Certificates as of such
Distribution Date, after giving effect to all distributions and prior
allocations of


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Realized Losses on such date, to an amount less than the aggregate Scheduled
Principal Balance of all of the Mortgage Loans as of the first day of the month
of such Distribution Date (such limitation, the "Loss Allocation Limitation").

         (d) Any Realized Losses allocated to a Class of Certificates shall be
allocated among the Certificates of such Class (other than the Interest Only
Certificates) in proportion to their respective Current Principal Amounts. Any
allocation of Realized Losses shall be accomplished by reducing the Current
Principal Amount of the related Certificates on the related Distribution Date.

         (e) Realized Losses shall be allocated on the Distribution Date in the
month following the month in which such loss was incurred and, in the case of
the principal portion thereof, after giving effect to distributions made on such
Distribution Date.

         (f) On each Distribution Date, the Securities Administrator shall
determine and notify the Trustee of the Subordinate Certificate Writedown
Amount. Any Subordinate Certificate Writedown Amount shall effect a
corresponding reduction in the Current Principal Amount of (i) if prior to the
Cross-Over Date, the Current Principal Amounts of the Subordinate Certificates,
in the reverse order of their numerical Class designations and (ii) from and
after the Cross-Over Date, the Senior Certificates which reduction shall occur
on such Distribution Date after giving effect to distributions made on such
Distribution Date.

         (g) Any Net Interest Shortfall will be allocated among the Classes of
Certificates in proportion to the respective amounts of Accrued Certificate
Interest that would have been allocated thereto in the absence of such Net
Interest Shortfall for such Distribution Date. The interest portion of any
Realized Losses with respect to the Mortgage Loans occurring on or prior to the
Cross-Over Date will not be allocated among any Certificates, but will reduce
the amount of Available Funds on the related Distribution Date. As a result of
the subordination of the Subordinate Certificates in right of distribution, such
Realized Losses will be borne by the Subordinate Certificates in inverse order
of their numerical Class designations. Following the Cross-Over Date, the
interest portion of Realized Losses on the Mortgage Loans in any Loan Group will
be allocated to the related Senior Certificates.

Section 6.03      PAYMENTS.

         (a) On each Distribution Date, other than the final Distribution Date,
the Trustee shall distribute to each Certificateholder of record on the directly
preceding Record Date the Certificateholder's pro rata share of its Class (based
on the aggregate Fractional Undivided Interest represented by such Holder's
Certificates) of all amounts required to be distributed on such Distribution
Date to such Class, based on information provided to the Securities
Administrator by the Master Servicer. The Securities Administrator shall
calculate the amount to be distributed to each Class and, based on such amounts,
the Securities Administrator shall determine the amount to be distributed to
each Certificateholder. All of the Securities Administrator's calculations of
payments shall be based solely on information provided to the Securities
Administrator by the Master Servicer. The Securities Administrator shall not be
required to confirm, verify or recompute any such information but shall be
entitled to rely conclusively on such information.


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<PAGE>

         (b) Payment of the above amounts to each Certificateholder shall be
made (i) by check mailed to each Certificateholder entitled thereto at the
address appearing in the Certificate Register or (ii) upon receipt by the
Trustee on or before the fifth Business Day preceding the Record Date of written
instructions from a Certificateholder by wire transfer to a United States dollar
account maintained by the payee at any United States depository institution with
appropriate facilities for receiving such a wire transfer; provided, however,
that the final payment in respect of each Class of Certificates will be made
only upon presentation and surrender of such respective Certificates at the
office or agency of the Trustee specified in the notice to Certificateholders of
such final payment.

Section 6.04      STATEMENTS TO CERTIFICATEHOLDERS.

          (a) Concurrently with each distribution to Certificateholders, the
Securities Administrator shall make available to the parties hereto and each
Certificateholder via the Securities Administrator's internet website as set
forth below, the following information, expressed with respect to clauses (i)
through (vii) in the aggregate and as a Fractional Undivided Interest
representing an initial Current Principal Amount of $1,000, or in the case of
the Class R-I Certificate, an initial Current Principal Amount of $100, or in
the case of each of the Class R-II Certificate and the Class R-III Certificate,
an initial Current Principal Amount of $50:

                  (i) the applicable record dates, accrual periods,
         determination dates for calculating distributions and general
         distribution dates;

                  (ii) the total cash flows received and the general sources
         thereof;

                  (iii) the related amount of the Servicing Fees paid to or
         retained by the Master Servicer for the related Due Period;

                  (iv) the amount of the related distribution to Holders of each
         Class allocable to principal, separately identifying (A) the aggregate
         amount of any Principal Prepayments included therein, (B) the aggregate
         of all scheduled payments of principal included therein and (C) the
         Extra Principal Distribution Amount (if any);

                  (v) the amount of such distribution to Holders of each Class
         allocable to interest;

                  (vi) the amount of such distribution to Holders of each Class
         of Class A Certificates and Class M Certificates allocable to interest
         and the portion thereof, if any, provided by the Derivative
         Administration Agreement;

                  (vii) the Interest Carry Forward Amount and any Basis Risk
         Shortfall Carry Forward Amount for each Class of Certificates;

                  (viii) the Pass-Through Rate for each Class of Class A
         Certificates and Class M Certificates with respect to the current
         Accrual Period, and, if applicable, whether such Pass-Through Rate was
         limited by the Net Rate Cap;

                  (ix) the aggregate of the Stated Principal Balance of (A) all
         of the Mortgage Loans and (B) the Adjustable Rate Mortgage Loans, for
         the following Distribution Date;


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<PAGE>

                  (x) the Certificate Principal Balance or Certificate Notional
         Amount, as applicable, of each Class after giving effect (i) to all
         distributions allocable to principal on such Distribution Date and (ii)
         the allocation of any Applied Realized Loss Amounts for such
         Distribution Date;

                  (xi) the number and Stated Principal Balance of the Mortgage
         Loans in each Loan Group in respect of which (A) one Scheduled Payment
         is Delinquent, (B) two Scheduled Payments are Delinquent, (C) three or
         more Scheduled Payments are Delinquent and (D) foreclosure proceedings
         have been commenced, in each case as of the close of business on the
         last day of the calendar month preceding such Distribution Date and
         separately identifying such information for the (1) first lien Mortgage
         Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage
         Loans, in each such Loan Group;

                  (xii) the amount of Advances included in the distribution on
         such Distribution Date (including the general purpose of such
         Advances), the aggregate amount of unreimbursed Advances at the close
         of business on the Distribution Date, and the general source of funds
         for reimbursements;

                  (xiii) the cumulative amount of Applied Realized Loss Amounts
         to date;

                  (xiv) if applicable, material modifications, extensions or
         waivers to Mortgage Loan terms, fees, penalties or payments during the
         preceding calendar month or that have become material over time;

                  (xv) with respect to any Mortgage Loan that was liquidated
         during the preceding calendar month, the loan number and Stated
         Principal Balance of, and Realized Loss on, such Mortgage Loan as of
         the close of business on the Determination Date preceding such
         Distribution Date;

                  (xvi) the total number and principal balance of any real
         estate owned or REO Properties as of the close of business on the
         Determination Date preceding such Distribution Date;

                  (xvii) the three month rolling average of the percent
         equivalent of a fraction, the numerator of which is the aggregate
         Stated Principal Balance of the Mortgage Loans that are 60 days or more
         delinquent or are in bankruptcy or foreclosure or are REO Properties,
         and the denominator of which is the aggregate Stated Principal Balance
         of all of the Mortgage Loans in each case as of the close of business
         on the last day of the calendar month preceding such Distribution Date
         and separately identifying such information for the (1) first lien
         Mortgage Loans, and (2) Adjustable Rate Mortgage Loans;

                  (xviii) the Realized Losses during the related Prepayment
         Period and the cumulative Realized Losses through the end of the
         preceding month;

                  (xix) whether a Trigger Event exists;

                  (xx) the amount of the distribution made on such Distribution
         Date to the Holders of the Class P Certificates allocable to Prepayment
         Charges;


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<PAGE>

                  (xxi) updated pool composition data including the following
         with respect to each Loan Group: average loan balance, weighted average
         mortgage rate, weighted average loan-to-value ratio at origination,
         weighted average FICO at origination weighted average remaining term;
         and [NOTE - Item 1121(a)(8) requires updated pool composition
         information, the foregoing is a suggestion of what to provide]

                  (xxii) information about any additions of, substitutions for
         or removal of any Mortgage Loans from the Trust Fund, and any changes
         in the underwriting, acquisition or selection criteria as to any
         Mortgage Loans added to the Trust Fund.

         The information set forth above shall be calculated or reported, as the
case may be, by the Securities Administrator, based solely on, and to the extent
of, information provided to the Securities Administrator by the Master Servicer.
The Securities Administrator may conclusively rely on such information and shall
not be required to confirm, verify or recalculate any such information.

         The Securities Administrator may make available each month, to any
interested party , the monthly statement to Certificateholders via the
Securities Administrator's website initially located at www.___________.com.
Assistance in using the website can be obtained by calling the Securities
Administrator's customer service desk at _______________. Parties that are
unable to use the above distribution option are entitled to have a paper copy
mailed to them via first class mail by calling the Securities Administrator's
customer service desk and indicating such. The Securities Administrator shall
have the right to change the way such reports are distributed in order to make
such distribution more convenient and/or more accessible to the parties, and the
Securities Administrator shall provide timely and adequate notification to all
parties regarding any such change.

         To the extent timely received from the Securities Administrator, the
Trustee will also make monthly statements available each month to
Certificateholders via the Trustee's internet website. The Trustee's internet
website will initially be located at www.___________.com. Assistance in using
the Trustee's website service can be obtained by calling the Trustee's customer
service desk at __________________.

         (b) By April 30 of each year beginning in 200_, the Trustee will
furnish such report to each Holder of the Certificates of record at any time
during the prior calendar year as to the aggregate of amounts reported pursuant
to subclauses (a)(ii) and (a)(v) above with respect to the Certificates, plus
information with respect to the amount of servicing compensation and such other
customary information as the Securities Administrator may determine and advises
the Trustee to be necessary and/or to be required by the Internal Revenue
Service or by a federal or state law or rules or regulations to enable such
Holders to prepare their tax returns for such calendar year. Such obligations
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Securities Administrator or the
Trustee pursuant to the requirements of the Code.

Section 6.05      MONTHLY ADVANCES.

         If the Scheduled Payment on a Mortgage Loan that was due on a related
Due Date and is delinquent other than as a result of application of the Relief
Act and for which the related


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Servicer was required to make an advance pursuant to the related Servicing
Agreement exceeds the amount deposited in the Master Servicer Collection Account
which will be used for an advance with respect to such Mortgage Loan, the Master
Servicer will deposit in the Master Servicer Collection Account not later than
the Distribution Account Deposit Date immediately preceding the related
Distribution Date an amount equal to such deficiency, net of the Servicing Fee
for such Mortgage Loan except to the extent the Master Servicer determines any
such advance to be a Nonrecoverable Advance. Subject to the foregoing, the
Master Servicer shall continue to make such advances through the date that the
related Servicer is required to do so under its Servicing Agreement. If the
Master Servicer deems an advance to be a Nonrecoverable Advance, on the
Distribution Account Deposit Date, the Master Servicer shall present an
Officer's Certificate to the Trustee (i) stating that the Master Servicer elects
not to make a Monthly Advance in a stated amount and (ii) detailing the reason
it deems the advance to be a Nonrecoverable Advance.

Section 6.06      COMPENSATING INTEREST PAYMENTS.

         The Master Servicer shall deposit in the Master Servicer Collection
Account not later than each Distribution Account Deposit Date an amount equal to
the lesser of (i) the sum of the aggregate amounts required to be paid by the
Servicers under the Servicing Agreements with respect to subclauses (a) and (b)
of the definition of Interest Shortfall with respect to the Mortgage Loans for
the related Distribution Date, and not so paid by the related Servicers and (ii)
the Master Servicer Compensation for such Distribution Date (such amount, the
"Compensating Interest Payment"). The Master Servicer shall not be entitled to
any reimbursement of any Compensating Interest Payment.

                                  ARTICLE VII
                               THE MASTER SERVICER

Section 7.01      LIABILITIES OF THE MASTER SERVICER.

         The Master Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by it herein.

Section 7.02      MERGER OR CONSOLIDATION OF THE MASTER SERVICER.

         (a) The Master Servicer will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, 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,
the Certificates or any of the Mortgage Loans and to perform its duties under
this Agreement.

         (b) Any Person into which the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Master Servicer shall be a party, or any Person succeeding to the
business of the Master Servicer, shall be the successor of the Master Servicer
hereunder, without the execution or filing of any paper or further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.


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Section 7.03      INDEMNIFICATION OF THE TRUSTEE, THE MASTER SERVICER AND THE
                  SECURITIES ADMINISTRATOR.

         (a) The Master Servicer agrees to indemnify the Indemnified Persons
for, and to hold them harmless against, any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or relating to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Servicing Agreements, the Assignment
Agreements or the Certificates or the powers of attorney delivered by the
Trustee hereunder (i) related to the Master Servicer's failure to perform its
duties in compliance with this Agreement (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
incurred by reason of the Master Servicer's willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder, provided, in each case, that with
respect to any such claim or legal action (or pending or threatened claim or
legal action), the Trustee shall have given the Master Servicer and the
Depositor written notice thereof promptly after the Trustee shall have with
respect to such claim or legal action knowledge thereof. The Master Servicer's
failure to receive any such notice shall not affect the Trustee's right to
indemnification hereunder, except to the extent the Master Servicer is
materially prejudiced by such failure to give notice. This indemnity shall
survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.

         (b) The Depositor will indemnify any Indemnified Person for any loss,
liability or expense of any Indemnified Person not otherwise covered by the
Master Servicer's indemnification pursuant to Subsection (a) above.

Section 7.04      LIMITATIONS ON LIABILITY OF THE MASTER SERVICER AND OTHERS.

         Subject to the obligation of the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 7.03:

         (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Indemnified Persons, the Depositor, the Trust Fund or the Certificateholders for
taking any action or for refraining from taking any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Master Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of such Person's willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.

         (b) The Master Servicer and any director, officer, employee or agent of
the Master Servicer may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder.

         (c) The Master Servicer, the Custodian and any director, officer,
employee or agent of the Master Servicer or the Custodian shall be indemnified
by the Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on their
part that may be sustained in connection with, arising out of, or


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related to, any claim or legal action (including any pending or threatened claim
or legal action) relating to this Agreement, the Certificates or any Servicing
Agreement (except to the extent that the Master Servicer is indemnified by the
Servicer thereunder), other than (i) any such loss, liability or expense related
to the Master Servicer's failure to perform its duties in compliance with this
Agreement (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement), or to the Custodian's failure to
perform its duties under the Custodial Agreement, respectively, or (ii) any such
loss, liability or expense incurred by reason of the Master Servicer's or the
Custodian's willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or under the Custodial Agreement, as applicable,
or by reason of reckless disregard of obligations and duties hereunder or under
the Custodial Agreement, as applicable.

         (d) The Master Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties under
this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, the Master Servicer may in its discretion, with
the consent of the Trustee (which consent shall not be unreasonably withheld),
undertake any such action which it 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 Trust Fund, and the Master Servicer shall
be entitled to be reimbursed therefor out of the Master Servicer Collection
Account as provided by Section 4.03. Nothing in this Subsection 7.04(d) shall
affect the Master Servicer's obligation to supervise, or to take such actions as
are necessary to ensure, the servicing and administration of the Mortgage Loans
pursuant to Subsection 3.01(a).

         (e) In taking or recommending any course of action pursuant to this
Agreement, unless specifically required to do so pursuant to this Agreement, the
Master Servicer shall not be required to investigate or make recommendations
concerning potential liabilities which the Trust might incur as a result of such
course of action by reason of the condition of the Mortgaged Properties but
shall give notice to the Trustee if it has notice of such potential liabilities.

         (f) The Master Servicer shall not be liable for any acts or omissions
of any Servicer, except as otherwise expressly provided herein.

Section 7.05      MASTER SERVICER NOT TO RESIGN.

         Except as provided in Section 7.07, the Master Servicer shall not
resign from the obligations and duties hereby imposed on it except upon a
determination that any such duties hereunder are no longer permissible under
applicable law and such impermissibility cannot be cured. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Independent Counsel addressed to the Trustee to such effect delivered
to the Trustee. No such resignation by the Master Servicer shall become
effective until [AN AFFILIATE OF THE DEPOSITOR] or the Trustee or a successor to
the Master Servicer reasonably satisfactory to the Trustee shall have assumed
the responsibilities and obligations of the Master Servicer in accordance with
Section 8.02 hereof. The Trustee shall notify the Rating Agencies of the
resignation of the Master Servicer.

Section 7.06      SUCCESSOR MASTER SERVICER.


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         In connection with the appointment of any successor master servicer or
the assumption of the duties of the Master Servicer, [AN AFFILIATE OF THE
DEPOSITOR] or the Trustee may make such arrangements for the compensation of
such successor master servicer out of payments on the Mortgage Loans as [AN
AFFILIATE OF THE DEPOSITOR] or the Trustee and such successor master servicer
shall agree. If the successor master servicer does not agree that such market
value is a fair price, such successor master servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single- family mortgage loans. Notwithstanding the foregoing, the
compensation payable to a successor master servicer may not exceed the
compensation which the Master Servicer would have been entitled to retain if the
Master Servicer had continued to act as Master Servicer hereunder.

Section 7.07      SALE AND ASSIGNMENT OF MASTER SERVICING.

         The Master Servicer may sell and assign its rights and delegate its
duties and obligations in its entirety as Master Servicer under this Agreement
and [AN AFFILIATE OF THE DEPOSITOR] may terminate the Master Servicer without
cause and select a new Master Servicer; provided, however, that: (i) the
purchaser or transferee accepting such assignment and delegation (a) shall be a
Person which shall be qualified to service mortgage loans for Fannie Mae or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000 (unless
otherwise approved by each Rating Agency pursuant to clause (ii) below); (c)
shall be reasonably satisfactory to the Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by it as
master servicer under this Agreement, any custodial agreement from and after the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced by a
letter to such effect delivered to the Master Servicer and the Trustee; (iii)
the Master Servicer assigning and selling the master servicing shall deliver to
the Trustee an Officer's Certificate and an Opinion of Independent Counsel
addressed to the Trustee, each stating that all conditions precedent to such
action under this Agreement have been completed and such action is permitted by
and complies with the terms of this Agreement; and (iv) in the event the Master
Servicer is terminated without cause by [AN AFFILIATE OF THE DEPOSITOR], [AN
AFFILIATE OF THE DEPOSITOR] shall pay the terminated Master Servicer a
termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of
the Mortgage Loans at the time the master servicing of the Mortgage Loans is
transferred to the successor Master Servicer. No such assignment or delegation
shall affect any liability of the Master Servicer arising prior to the effective
date thereof.

Section 7.08      REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

         (a) (i) Within 15 days after each Distribution Date, the Trustee shall,
in accordance with industry standards, file with the Commission via the
Electronic Data Gathering and Retrieval System ("EDGAR"), a Distribution Report
on Form 10-D, signed by the Master Servicer, with a copy of the monthly
statement to be furnished by the Trustee to the Certificateholders for such
Distribution Date and detailing all data elements specified in Item


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1121(a) of Regulation AB as part of the monthly statement; provided that the
Trustee shall have received no later than 2 days prior to the date such
Distribution Report on Form 10-D is required to be filed, all information
required to be provided to the Trustee as described in clause (a)(iv) below.

         (ii) The Trustee will prepare and file Current Reports on Form 8-K in
respect of the Trust, signed by the Master Servicer, as and when required;
provided, that, the Trustee shall have received no later than one Business Day
prior to the filing deadline for such Current Report, all information, data, and
exhibits required to be provided or filed with such Current Report and required
to be provided to the Trustee as described in clause (a)(iv) below.

         (iii) Prior to January 30 in each year commencing in 2007, the Trustee
shall, in accordance with industry standards, file a Form 15 Suspension Notice
with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and
(y) unless and until a Form 15 Suspension Notice shall have been filed, prior to
March 15 of each year thereafter, the Master Servicer shall provide the Trustee
with an Annual Compliance Statement, together with a copy of the Assessment of
Compliance and Attestation Report to be delivered by the Master Servicer
pursuant to Section 3.16 and Section 3.17 (including with respect to any
subservicer or subcontractor, if required to be filed). Prior to (x) March 31,
2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed,
March 31 of each year thereafter, the Trustee shall, subject to subsection (d)
below, file a Form 10-K, in substance conforming to industry standards, with
respect to the Trust Fund. Such Form 10-K shall include the Assessment of
Compliance, Attestation Report, Annual Compliance Statements and other
documentation provided by the Master Servicer and the Company pursuant to
Sections 3.16 and 3.17, as applicable, (including with respect to any
subservicer or subcontractor, if required to be filed) and with respect to the
Trustee and the Custodian, and the Form 10-K certification signed by the Master
Servicer; provided that the Trustee shall have received no later than March 15
of each calendar year prior to the filing deadline for the Form 10-K all
information, data and exhibits required to be provided or filed with such Form
10-K and required to be provided to the Trustee as described in clause (a)(iv)
below.

         (iv) As to each item of information required to be included in any Form
10-D, Form 8-K or Form 10-K, the Trustee's obligation to include the information
in the applicable report is subject to receipt from the entity that is indicated
in Exhibit __ as the responsible party for providing that information, if other
than the Trustee, as and when required as described above. Each of the Master
Servicer, Company, Seller and Depositor hereby agree to notify and provide to
the Trustee all information that is required to be included in any Form 10-D,
Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit
__ as the responsible party for providing that information. The Master Servicer
shall be responsible for determining the pool concentration applicable to any
subservicer or originator at any time, for purposes of disclosure as required by
Items 1117 and 1119 of Regulation AB.

The Depositor hereby grants to the Master Servicer a limited power of attorney
to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such
power of attorney shall continue until either the earlier of (x) receipt by the
Master Servicer from the Depositor of written termination of such power of
attorney and (y) the termination of the Trust Fund. The Depositor agrees to
promptly furnish to the Securities Administrator, from time to time upon
request, such further information, reports and financial statements within its
control related to


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this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate
to prepare and file all necessary reports with the Commission. The Trustee shall
have no responsibility to file any items other than those specified in this
Section 7.08; provided, however, the Trustee will cooperate with the Depositor
in connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Copies of all reports filed by the Trustee under the
Exchange Act shall be sent to: the Depositor c/o Bear, Stearns & Co. Inc., Attn:
Managing Director-Analysis and Control, One Metrotech Center North, Brooklyn,
New York 11202 3859. Fees and expenses incurred by the Trustee in connection
with this Section 7.08 shall not be reimbursable from the Trust Fund.

         (b) In connection with the filing of any 10-K hereunder, the Trustee
shall sign a certification (a "Form of Back-Up Certification for Form 10-K
Certificate," substantially in the form attached hereto as Exhibit L) for the
Depositor regarding certain aspects of the Form 10-K certification signed by the
Depositor, provided, however, that the Trustee shall not be required to
undertake an analysis of any accountant's report attached as an exhibit to the
Form 10-K.

         (c) The Trustee shall indemnify and hold harmless the Depositor and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the Trustee's obligations under this Section 7.008 or the Trustee's
negligence, bad faith or willful misconduct in connection therewith.

         The Depositor shall indemnify and hold harmless the Trustee and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the obligations of the Depositor under this Section 7.08 or the
Depositor's negligence, bad faith or willful misconduct in connection therewith.

         The Master Servicer shall indemnify and hold harmless the Trustee and
the Depositor and their respective officers, directors and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Master Servicer
under this Section 7.08 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith.

         If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor or the Trustee, as applicable, then
the defaulting party, in connection with a breach of its respective obligations
under this Section 7.08 or its respective negligence, bad faith or willful
misconduct in connection therewith, agrees that it shall contribute to the
amount paid or payable by the other parties as a result of the losses, claims,
damages or liabilities of the other party in such proportion as is appropriate
to reflect the relative fault and the relative benefit of the Depositor on the
one hand and the Trustee on the other.

         (d) Nothing shall be construed from the foregoing subsections (a), (b)
and (c) to require the Trustee or any officer, director or Affiliate thereof to
sign any Form 10-K or any certification contained therein. Furthermore, the
inability of the Trustee to file a Form 10-K as a result of the lack of required
information as set forth in Section 7.08(a) or required signatures on


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<PAGE>

such Form 10-K or any certification contained therein shall not be regarded as a
breach by the Trustee of any obligation under this Agreement.

         Notwithstanding the provisions of Section 11.02, this Section 7.08 may
be amended without the consent of the Certificateholders.

Section 7.09      INTENTION OF THE PARTIES AND INTERPRETATION.

         Each of the parties acknowledges and agrees that the purpose of
Sections 3.16, 3.17 and 7.08 of this Agreement is to facilitate compliance by
the Seller and the Depositor with the provisions of Regulation AB promulgated by
the SEC under the 1934 Act (17 C.F.R. ss.ss. 229.1100 - 229.1123), as such may
be amended from time to time and subject to clarification and interpretive
advice as may be issued by the staff of the SEC from time to time. Therefore,
each of the parties agrees that (a) the obligations of the parties hereunder
shall be interpreted in such a manner as to accomplish that purpose, (b) the
parties' obligations hereunder will be supplemented and modified as necessary to
be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities
markets, advice of counsel, or otherwise in respect of the requirements of
Regulation AB, (c) the parties shall comply with requests made by the Seller or
the Depositor for delivery of additional or different information as the Seller
or the Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB, and (d) no amendment of this Agreement shall be
required to effect any such changes in the parties' obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation AB.

                                  ARTICLE VIII
                                     DEFAULT

Section 8.01      EVENTS OF DEFAULT.

          "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) and only with respect to the
defaulting Master Servicer:

                  (i) The Master Servicer fails to cause to be deposited in the
         Distribution Account any amount so required to be deposited pursuant to
         this Agreement (other than a Monthly Advance), and such failure
         continues unremedied for a period of three Business Days after the date
         upon which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Master Servicer; or

                  (ii) The Master Servicer fails to observe or perform in any
         material respect any other material covenants and agreements set forth
         in this Agreement to be performed by it, which covenants and agreements
         materially affect the rights of Certificateholders, and such failure
         continues unremedied for a period of 60 days after the date on which
         written notice of such failure, properly requiring the same to be
         remedied, shall have been given to the Master Servicer by the Trustee


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         or to the Master Servicer and the Trustee by the Holders of
         Certificates evidencing Fractional Undivided Interests aggregating not
         less than 25% of the Trust Fund; or

                  (iii) There is entered against the Master Servicer a decree or
         order by a court or agency or supervisory authority having jurisdiction
         in the premises for the appointment of a conservator, receiver or
         liquidator in any insolvency, readjustment of debt, marshaling of
         assets and liabilities or similar proceedings, or for the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order is unstayed and in effect for a period of 60 consecutive days, or
         an involuntary case is commenced against the Master Servicer under any
         applicable insolvency or reorganization statute and the petition is not
         dismissed within 60 days after the commencement of the case; or

                  (iv) The Master Servicer consents to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings of
         or relating to the Master Servicer or substantially all of its
         property; or the Master Servicer admits in writing its inability to pay
         its debts generally as they become due, files a petition to take
         advantage of any applicable insolvency or reorganization statute, makes
         an assignment for the benefit of its creditors, or voluntarily suspends
         payment of its obligations;

                  (v) The Master Servicer assigns or delegates its duties or
         rights under this Agreement in contravention of the provisions
         permitting such assignment or delegation under Sections 7.05 or 7.07;
         or

                  (vi) The Master Servicer fails to deposit, or cause to be
         deposited, in the Distribution Account any Monthly Advance (other than
         a Nonrecoverable Advance) by 5:00 p.m. New York City time on the
         Distribution Account Deposit Date.

         In each and every such case, so long as such Event of Default with
respect to the Master Servicer shall not have been remedied, either the Trustee
or the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the principal of the Trust Fund, by notice in
writing to the Master Servicer (and to the Trustee if given by such
Certificateholders), with a copy to the Rating Agencies, and with the consent of
[AN AFFILIATE OF THE DEPOSITOR], may terminate all of the rights and obligations
(but not the liabilities) of the Master Servicer under this Agreement and in and
to the Mortgage Loans and/or the REO Property serviced by the Master Servicer
and the proceeds thereof. Upon the receipt by the Master Servicer of the written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates, the Mortgage Loans, REO Property or
under any other related agreements (but only to the extent that such other
agreements relate to the Mortgage Loans or related REO Property) shall, subject
to Section 8.02, automatically and without further action pass to and be vested
in the Trustee pursuant to this Section 8.01; and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Master Servicer as attorney-in-fact or otherwise, any and all documents and
other instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the


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property and amounts which are then or should be part of the Trust or which
thereafter become part of the Trust; and (ii) originals or copies of all
documents of the Master Servicer reasonably requested by the Trustee to enable
it to assume the Master Servicer's duties thereunder. In addition to any other
amounts which are then, or, notwithstanding the termination of its activities
under this Agreement, may become payable to the Master Servicer under this
Agreement, the Master Servicer shall be entitled to receive, out of any amount
received on account of a Mortgage Loan or related REO Property, that portion of
such payments which it would have received as reimbursement under this Agreement
if notice of termination had not been given. The termination of the rights and
obligations of the Master Servicer shall not affect any obligations incurred by
the Master Servicer prior to such termination.

         Notwithstanding the foregoing, if an Event of Default described in
clause (vi) of this Section 8.01 shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Monthly Advances and other advances
of its own funds, and the Trustee shall act as provided in Section 8.02 to carry
out the duties of the Master Servicer, including the obligation to make any
Monthly Advance the nonpayment of which was an Event of Default described in
clause (vi) of this Section 8.01. Any such action taken by the Trustee must be
prior to the distribution on the relevant Distribution Date.

Section 8.02      TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

         (a) Upon the receipt by the Master Servicer of a notice of termination
pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to
Section 7.05 to the effect that the Master Servicer is legally unable to act or
to delegate its duties to a Person which is legally able to act, the Trustee
shall automatically become the successor in all respects to the Master Servicer
in its capacity under this Agreement and the transactions set forth or provided
for herein and shall thereafter be subject to all the responsibilities, duties,
liabilities and limitations on liabilities relating thereto placed on the Master
Servicer by the terms and provisions hereof; provided, however, that [AN
AFFILIATE OF THE DEPOSITOR] shall have the right to either (a) immediately
assume the duties of the Master Servicer or (b) select a successor Master
Servicer; provided further, however, that the Trustee shall have no obligation
whatsoever with respect to any liability (other than advances deemed recoverable
and not previously made) incurred by the Master Servicer at or prior to the time
of termination. As compensation therefor, but subject to Section 7.06, the
Trustee shall be entitled to compensation which the Master Servicer would have
been entitled to retain if the Master Servicer had continued to act hereunder,
except for those amounts due the Master Servicer as reimbursement permitted
under this Agreement for advances previously made or expenses previously
incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling
so to act, or shall, if it is legally unable so to act, appoint or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution which is a Fannie Mae- or Freddie Mac-approved servicer, and
with respect to a successor to the Master Servicer only, having a net worth of
not less than $10,000,000, as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder; provided, that the Trustee shall obtain a
letter from each Rating Agency that the ratings, if any, on each of the
Certificates will not be lowered as a result of the selection of the successor


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to the Master Servicer. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided, however, that
the provisions of Section 7.06 shall apply, the compensation shall not be in
excess of that which the Master Servicer would have been entitled to if the
Master Servicer had continued to act hereunder, and that such successor shall
undertake and assume the obligations of the Trustee to pay compensation to any
third Person acting as an agent or independent contractor in the performance of
master servicing responsibilities hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

         (b) If the Trustee shall succeed to any duties of the Master Servicer
respecting the Mortgage Loans as provided herein, it shall do so in a separate
capacity and not in its capacity as Trustee and, accordingly, the provisions of
Article IX shall be inapplicable to the Trustee in its duties as the successor
to the Master Servicer in the servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee);
the provisions of Article VII, however, shall apply to it in its capacity as
successor master servicer.

Section 8.03      NOTIFICATION TO CERTIFICATEHOLDERS.

         Upon any termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to the Rating Agencies.

Section 8.04      WAIVER OF DEFAULTS.

         The Trustee shall transmit by mail to all Certificateholders, within 60
days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default. The Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund may, on behalf of all Certificateholders, waive any default by the
Master Servicer in the performance of its obligations hereunder and the
consequences thereof, except a default in the making of or the causing to be
made any required distribution on the Certificates, which default may only be
waived by Holders of Certificates evidencing Fractional Undivided Interests
aggregating 100% of the Trust Fund. Upon any such waiver of a past default, such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
The Trustee shall give notice of any such waiver to the Rating Agencies.

Section 8.05      LIST OF CERTIFICATEHOLDERS.

         Upon written request of three or more Certificateholders of record, for
purposes of communicating with other Certificateholders with respect to their
rights under this Agreement, the Trustee will afford such Certificateholders
access during business hours to the most recent list of Certificateholders held
by the Trustee.


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                                   ARTICLE IX
             CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 9.01      DUTIES OF TRUSTEE.

         (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred, and
the Securities Administrator each undertake to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Trustee
and the Securities Administrator, respectively. If an Event of Default has
occurred and has not been cured or waived, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and subject to Section
8.02(b) use the same degree of care and skill in their exercise, as a prudent
person would exercise under the circumstances in the conduct of his own affairs.

         (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee and the Securities Administrator
pursuant to any provision of this Agreement, the Trustee and the Securities
Administrator, respectively, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that neither the Trustee
nor the Securities Administrator shall be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished hereunder; provided, further, that neither
the Trustee nor the Securities Administrator shall be responsible for the
accuracy or verification of any calculation provided to it pursuant to this
Agreement.

         (c) On each Distribution Date, the Trustee shall make monthly
distributions and the final distribution to the Certificateholders from funds in
the Distribution Account as provided in Sections 6.01 and 10.01 herein based
solely on the report of the Securities Administrator.

         (d) No provision of this Agreement shall be construed to relieve the
Trustee or the Securities Administrator from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct;
provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing or waiver of all such Events of Default which may have
         occurred, the duties and obligations of the Trustee and the Securities
         Administrator shall be determined solely by the express provisions of
         this Agreement, neither the Trustee nor the Securities Administrator
         shall be liable except for the performance of their respective 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 or the Securities Administrator and, in the absence
         of bad faith on the part of the Trustee or the Securities
         Administrator, respectively, the Trustee or the Securities
         Administrator, respectively, 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 or the
         Securities Administrator, respectively, and conforming to the
         requirements of this Agreement;

                  (ii) Neither the Trustee nor the Securities Administrator
         shall be liable in its individual capacity for an error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee or an officer of the Securities Administrator,


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         respectively, unless it shall be proved that the Trustee or the
         Securities Administrator, respectively, was negligent in ascertaining
         the pertinent facts;

                  (iii) Neither the Trustee nor the Securities Administrator
         shall be liable with respect to any action taken, suffered or omitted
         to be taken by it in good faith in accordance with the directions of
         the Holders of Certificates evidencing Fractional Undivided Interests
         aggregating not less than 25% of the Trust Fund, if such action or
         non-action relates to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee or the Securities
         Administrator, respectively, or exercising any trust or other power
         conferred upon the Trustee or the Securities Administrator,
         respectively, under this Agreement;

                  (iv) The Trustee shall not be required to take notice or be
         deemed to have notice or knowledge of any default or Event of Default
         unless a Responsible Officer of the Trustee's Corporate Trust Office
         shall have actual knowledge thereof. In the absence of such notice, the
         Trustee may conclusively assume there is no such default or Event of
         Default;

                  (v) The Trustee shall not in any way be liable by reason of
         any insufficiency in any Account held by or in the name of Trustee
         unless it is determined by a court of competent jurisdiction that the
         Trustee's gross negligence or willful misconduct was the primary cause
         of such insufficiency (except to the extent that the Trustee is obligor
         and has defaulted thereon);

                  (vi) Anything in this Agreement to the contrary
         notwithstanding, in no event shall the Trustee or the Securities
         Administrator be liable for special, indirect or consequential loss or
         damage of any kind whatsoever (including but not limited to lost
         profits), even if the Trustee or the Securities Administrator,
         respectively, has been advised of the likelihood of such loss or damage
         and regardless of the form of action;

                  (vii) None of the Securities Administrator, the Depositor, the
         Mortgage Loan Depositor or the Trustee shall be responsible for the
         acts or omissions of the other, it being understood that this Agreement
         shall not be construed to render them partners, joint venturers or
         agents of one another and

                  (viii) Neither the Trustee nor the Securities Administrator
         shall be required to expend or risk its own funds or otherwise incur
         financial liability in the performance of any of its duties hereunder,
         or in the exercise of any of its rights or powers, if there is
         reasonable ground for believing that the repayment of such funds or
         adequate indemnity against such risk or liability is not reasonably
         assured to it, and none of the provisions contained in this Agreement
         shall in any event require the Trustee or the Securities Administrator
         to perform, or be responsible for the manner of performance of, any of
         the obligations of the Master Servicer under the Servicing Agreements,
         except during such time, if any, as the Trustee shall be the successor
         to, and be vested with the rights, duties, powers and privileges of,
         the Master Servicer in accordance with the terms of this Agreement.


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         (e) All funds received by the Master Servicer and the Trustee and
required to be deposited in the Master Servicer Collection Account or
Distribution Account pursuant to this Agreement will be promptly so deposited by
the Master Servicer and the Trustee.

         (f) Except for those actions that the Trustee or the Securities
Administrator is required to take hereunder, neither the Trustee nor the
Securities Administrator shall have any obligation or liability to take any
action or to refrain from taking any action hereunder in the absence of written
direction as provided hereunder.

Section 9.02      CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE SECURITIES
                  ADMINISTRATOR.

         Except as otherwise provided in Section 9.01:

                  (i) The Trustee and the Securities Administrator may rely and
         shall be protected in acting or refraining from acting in reliance on
         any resolution, certificate of the Depositor, the Master Servicer or a
         Servicer, certificate of auditors or any other certificate, statement,
         instrument, opinion, report, notice, request, consent, order,
         appraisal, bond or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

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

                  (iii) Neither the Trustee nor the Securities Administrator
         shall be under any obligation to exercise any of the trusts or powers
         vested in it by this Agreement, other than its obligation to give
         notices pursuant to this Agreement, 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.
         Nothing contained herein shall, however, relieve the Trustee of the
         obligation, upon the occurrence of an Event of Default of which a
         Responsible Officer of the Trustee has actual knowledge (which has not
         been cured or waived), to exercise such of the rights and powers vested
         in it by this Agreement, and to use the same degree of care and skill
         in their exercise, as a prudent person would exercise under the
         circumstances in the conduct of his own affairs;

                  (iv) Prior to the occurrence of an Event of Default hereunder
         and after the curing or waiver of all Events of Default which may have
         occurred, neither the Trustee nor the Securities Administrator shall be
         liable in its individual capacity 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;

                  (v) Neither the Trustee nor the Securities Administrator shall
         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


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<PAGE>

         other paper or document, unless requested in writing to do so by
         Holders of Certificates evidencing Fractional Undivided Interests
         aggregating not less than 25% of the Trust Fund and provided that the
         payment within a reasonable time to the Trustee or the Securities
         Administrator, as applicable, of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee or the Securities Administrator, as
         applicable, reasonably assured to the Trustee or the Securities
         Administrator, as applicable, by the security afforded to it by the
         terms of this Agreement. The Trustee or the Securities Administrator
         may require reasonable indemnity against such expense or liability as a
         condition to taking any such action. The reasonable expense of every
         such examination shall be paid by the Certificateholders requesting the
         investigation;

                  (vi) The Trustee and the Securities Administrator may execute
         any of the trusts or powers hereunder or perform any duties hereunder
         either directly or through Affiliates, agents or attorneys; provided,
         however, that the Trustee may not appoint any agent to perform its
         custodial functions with respect to the Mortgage Files or paying agent
         functions under this Agreement without the express written consent of
         the Master Servicer, which consent will not be unreasonably withheld.
         Neither the Trustee nor the Securities Administrator shall be liable or
         responsible for the misconduct or negligence of any of the Trustee's or
         the Securities Administrator's agents or attorneys or a custodian or
         paying agent appointed hereunder by the Trustee or the Securities
         Administrator with due care and, when required, with the consent of the
         Master Servicer;

                  (vii) Should the Trustee or the Securities Administrator deem
         the nature of any action required on its part, other than a payment or
         transfer under Subsection 4.01(b) or Section 4.02, to be unclear, the
         Trustee or the Securities Administrator, respectively, may require
         prior to such action that it be provided by the Depositor with
         reasonable further instructions;

                  (viii) The right of the Trustee or the Securities
         Administrator to perform any discretionary act enumerated in this
         Agreement shall not be construed as a duty, and neither the Trustee nor
         the Securities Administrator shall be accountable for other than its
         negligence or willful misconduct in the performance of any such act;

                  (ix) Neither the Trustee nor the Securities Administrator
         shall be required to give any bond or surety with respect to the
         execution of the trust created hereby or the powers granted hereunder,
         except as provided in Subsection 9.07; and

                  (x) Neither the Trustee nor the Securities Administrator shall
         have any duty to conduct any affirmative investigation as to the
         occurrence of any condition requiring the repurchase of any Mortgage
         Loan by the Mortgage Loan Seller pursuant to this Agreement or the
         Mortgage Loan Purchase Agreement, as applicable, or the eligibility of
         any Mortgage Loan for purposes of this Agreement.

Section 9.03      TRUSTEE AND SECURITIES ADMINISTRATOR NOT LIABLE FOR
                  CERTIFICATES OR MORTGAGE LOANS.


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         The recitals contained herein and in the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) shall be
taken as the statements of the Depositor, and neither the Trustee nor the
Securities Administrator shall have any responsibility for their correctness.
Neither the Trustee nor the Securities Administrator makes any representation as
to the validity or sufficiency of the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) or of any Mortgage Loan
except as expressly provided in Sections 2.02 and 2.05 hereof; provided,
however, that the foregoing shall not relieve the Trustee of the obligation to
review the Mortgage Files pursuant to Sections 2.02 and 2.04. The Trustee's
signature and countersignature (or countersignature of its agent) on the
Certificates shall be solely in its capacity as Trustee and shall not constitute
the Certificates an obligation of the Trustee in any other capacity. Neither the
Trustee or the Securities Administrator shall 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 with respect to the Mortgage Loans. Subject to the provisions of
Section 2.05, neither the Trustee nor the Securities Administrator shall not be
responsible for the legality or validity of this Agreement or any document or
instrument relating to this Agreement, the validity of the execution of this
Agreement or of any supplement hereto or instrument of further assurance, or the
validity, priority, perfection or sufficiency of the security for the
Certificates issued hereunder or intended to be issued hereunder. Neither the
Trustee nor the Securities Administrator shall at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust Fund or its ability to
generate the payments to be distributed to Certificateholders, under this
Agreement. Neither the Trustee nor the Securities Administrator shall have any
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement.

Section 9.04      TRUSTEE AND SECURITIES ADMINISTRATOR MAY OWN CERTIFICATES.

         The Trustee and the Securities Administrator in its individual capacity
or in any capacity other than as Trustee hereunder may become the owner or
pledgee of any Certificates with the same rights it would have if it were not
Trustee or the Securities Administrator, as applicable, and may otherwise deal
with the parties hereto.

Section 9.05      TRUSTEE'S AND SECURITIES ADMINISTRATOR'S FEES AND EXPENSES.

         The fees and expenses of the Trustee and the Securities Administrator
shall be paid in accordance with a side letter agreement between the Trustee and
the Master Servicer. In addition, the Trustee and the Securities Administrator
will be entitled to recover from the Master Servicer Collection Account pursuant
to Section 4.03(b) all reasonable out-of-pocket expenses, disbursements and
advances and the expenses of the Trustee and the Securities Administrator,
respectively, in connection with any Event of Default, any breach of this
Agreement or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee or the Securities
Administrator, respectively, in the administration of the trusts hereunder
(including the reasonable compensation, expenses and disbursements of its
counsel) except any such expense, disbursement or advance as may arise from its
negligence or intentional misconduct or which is the responsibility of the
Certificateholders. If funds in the


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Master Servicer Collection Account are insufficient therefor, the Trustee and
the Securities Administrator shall recover such expenses from the Depositor.
Such compensation and reimbursement obligation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust.

Section 9.06      ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND SECURITIES
                  ADMINISTRATOR.

         The Trustee and any successor Trustee and the Securities Administrator
and any successor Securities Administrator shall during the entire duration of
this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
supervision or examination by federal or state authority and, in the case of the
Trustee, rated "BBB" or higher by S&P and Fitch with respect to their long- term
rating and rated "BBB" or higher by S&P and Fitch and "Baa2" or higher by
Moody's with respect to any outstanding long-term unsecured unsubordinated debt,
and, in the case of a successor Trustee or successor Securities Administrator
other than pursuant to Section 9.10, rated in one of the two highest long-term
debt categories of, or otherwise acceptable to, each of the Rating Agencies. If
the Trustee 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 9.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (combined capital and
surplus) as set forth in its most recent report of condition so published. In
case at any time the Trustee or the Securities Administrator shall cease to be
eligible in accordance with the provisions of this Section 9.06, the Trustee or
the Securities Administrator shall resign immediately in the manner and with the
effect specified in Section 9.08.

Section 9.07      INSURANCE.

         The Trustee and the Securities Administrator, at their own expense,
shall at all times maintain and keep in full force and effect: (i) fidelity
insurance, (ii) theft of documents insurance and (iii) forgery insurance (which
may be collectively satisfied by a "Financial Institution Bond" and/or a
"Bankers' Blanket Bond"). All such insurance shall be in amounts, with standard
coverage and subject to deductibles, as are customary for insurance typically
maintained by banks or their affiliates which act as custodians for
investor-owned mortgage pools. A certificate of an officer of the Trustee or the
Securities Administrator as to the Trustee's or the Securities Administrator's,
respectively, compliance with this Section 9.07 shall be furnished to any
Certificateholder upon reasonable written request.

Section 9.08      RESIGNATION AND REMOVAL OF THE TRUSTEE AND SECURITIES
                  ADMINISTRATOR.

         (a) The Trustee and the Securities Administrator may at any time resign
and be discharged from the Trust hereby created by giving written notice thereof
to the Depositor and the Master Servicer, with a copy to the Rating Agencies.
Upon receiving such notice of resignation, the Depositor shall promptly appoint
a successor Trustee or successor Securities Administrator, as applicable, by
written instrument, in triplicate, one copy of which instrument shall be
delivered to each of the resigning Trustee or Securities Administrator, as
applicable, the successor Trustee or Securities Administrator, as applicable. If
no successor Trustee or Securities


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Administrator shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee or
Securities Administrator may petition any court of competent jurisdiction for
the appointment of a successor Trustee or Securities Administrator.

         (b) If at any time the Trustee or the Securities Administrator shall
cease to be eligible in accordance with the provisions of Section 9.06 and shall
fail to resign after written request therefor by the Depositor or if at any time
the Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator, as applicable, or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or the
Securities Administrator, as applicable, or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor shall
promptly remove the Trustee, or shall be entitled to remove the Securities
Administrator, as applicable, and appoint a successor Trustee or Securities
Administrator, as applicable, by written instrument, in triplicate, one copy of
which instrument shall be delivered to each of the Trustee or Securities
Administrator, as applicable, so removed, the successor Trustee or Securities
Administrator, as applicable.

         (c) The Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than 51% of the Trust Fund may at any time remove
the Trustee or the Securities Administrator and appoint a successor Trustee or
Securities Administrator by written instrument or instruments, in quadruplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Depositor, the Master
Servicer, the Securities Administrator (if the Trustee is removed), the Trustee
(if the Securities Administrator is removed), and the Trustee or Securities
Administrator so removed and the successor so appointed. In the event that the
Trustee or Securities Administrator is removed by the Holders of Certificates in
accordance with this Section 9.08(c), the Holders of such Certificates shall be
responsible for paying any compensation payable to a successor Trustee or
successor Securities Administrator, in excess of the amount paid to the
predecessor Trustee or predecessor Securities Administrator, as applicable.

         (d) No resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor Trustee or Securities Administrator
pursuant to any of the provisions of this Section 9.08 shall become effective
except upon appointment of and acceptance of such appointment by the successor
Trustee or Securities Administrator as provided in Section 9.09.

Section 9.09      SUCCESSOR TRUSTEE AND SUCCESSOR SECURITIES ADMINISTRATOR.

         (a) Any successor Trustee or Securities Administrator appointed as
provided in Section 9.08 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee or Securities Administrator an instrument
accepting such appointment hereunder. The resignation or removal of the
predecessor Trustee or Securities Administrator shall then become effective and
such successor Trustee or Securities Administrator, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if
originally named as Trustee or Securities Administrator herein. The predecessor
Trustee or Securities Administrator shall after payment of its outstanding fees
and expenses promptly deliver to the successor Trustee or Securities
Administrator, as applicable, all assets and records of the Trust held by it
hereunder, and the


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<PAGE>

Depositor and the predecessor Trustee or Securities Administrator, as
applicable, 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 or Securities Administrator, as applicable,
all such rights, powers, duties and obligations.

         (b) No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 9.09 unless at the time of such
acceptance such successor Trustee or Securities Administrator shall be eligible
under the provisions of Section 9.06.

         (c) Upon acceptance of appointment by a successor Trustee or Securities
Administrator as provided in this Section 9.09, the successor Trustee or
Securities Administrator shall mail notice of the succession of such Trustee or
Securities Administrator hereunder to all Certificateholders at their addresses
as shown in the Certificate Register and to the Rating Agencies. [AN AFFILIATE
OF THE DEPOSITOR] shall pay the cost of any mailing by the successor Trustee or
Securities Administrator.

Section 9.10      MERGER OR CONSOLIDATION OF TRUSTEE OR SECURITIES
                  ADMINISTRATOR.

         Any state bank or trust company or national banking association into
which the Trustee or the Securities Administrator may be merged or converted or
with which it may be consolidated or any state bank or trust company or national
banking association resulting from any merger, conversion or consolidation to
which the Trustee or the Securities Administrator, respectively, shall be a
party, or any state bank or trust company or national banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee or the Securities Administrator, respectively, shall be the successor of
the Trustee or the Securities Administrator, respectively, hereunder, provided
such state bank or trust company or national banking association shall be
eligible under the provisions of Section 9.06. Such succession shall be valid
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 9.11      APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

         (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or property constituting 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 and the Depositor to act as cotrustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section 9.11, such powers, duties, obligations, rights and trusts as the
Depositor and the Trustee may consider necessary or desirable.

         (b) If the Depositor shall not have joined in such appointment within
15 days after the receipt by it of a written request so to do, the Trustee shall
have the power to make such appointment without the Depositor.

         (c) No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 9.06
hereunder and no notice to


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Certificateholders of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 9.08 hereof.

         (d) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.11, all rights, powers, duties and obligations
conferred or imposed upon the Trustee and required to be conferred on such
co-trustee shall be conferred or imposed upon and exercised or performed by the
Trustee and such separate trustee or co-trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed (whether as Trustee hereunder or as successor to the Master
Servicer 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 Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

         (e) 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 IX. 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.

         (f) To the extent not prohibited by law, any separate trustee or
co-trustee may, at any time, request the Trustee, its agent or attorney-in-fact,
with full power and authority, to do any lawful act under or with respect to
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.

         (g) No trustee under this Agreement shall be personally liable by
reason of any act or omission of another trustee under this Agreement. The
Depositor and the Trustee acting jointly may at any time accept the resignation
of or remove any separate trustee or co-trustee.

Section 9.12      FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS;
                  REMIC ADMINISTRATION.

         (a) For federal income tax purposes, the taxable year of each REMIC
shall be a calendar year and the Securities Administrator shall maintain or
cause the maintenance of the books of each such REMIC on the accrual method of
accounting.

         (b) The Securities Administrator shall prepare and file or cause to be
filed with the Internal Revenue Service, and the Trustee shall sign, Federal tax
information returns or elections required to be made hereunder with respect to
each REMIC, the Trust Fund, if applicable, and the Certificates containing such
information and at the times and in the manner as may be required by the Code or
applicable Treasury regulations, and shall furnish to each Holder of
Certificates at any time during the calendar year for which such returns or
reports are made such


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<PAGE>

statements or information at the times and in the manner as may be required
thereby, including, without limitation, reports relating to interest, original
issue discount and market discount or premium (using a constant prepayment
assumption of [25%] CPR). The Securities Administrator will apply for an
Employee Identification Number from the IRS under Form SS-4 or any other
acceptable method for all tax entities. In connection with the foregoing, the
Securities Administrator shall timely prepare and file, and the Trustee shall
sign, IRS Form 8811, which shall provide the name and address of the person who
can be contacted to obtain information required to be reported to the holders of
regular interests in each REMIC (the "REMIC Reporting Agent"). The Trustee shall
make elections to treat each REMIC as a REMIC (which elections shall apply to
the taxable period ending December 31, 2003 and each calendar year thereafter)
in such manner as the Code or applicable Treasury regulations may prescribe, and
as described by the Securities Administrator. The Trustee shall sign all tax
information returns filed pursuant to this Section and any other returns as may
be required by the Code. The Holder of the Class R-I Certificate is hereby
designated as the "Tax Matters Person" (within the meaning of Treas. Reg.
ss.ss.1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is
hereby designated as the "Tax Matters Person" for REMIC II and the Holder of the
Class R-III Certificate is hereby designated as the "Tax Matters Person" for
REMIC III. The Securities Administrator is hereby designated and appointed as
the agent of each such Tax Matters Person. Any Holder of a Residual Certificate
will by acceptance thereof appoint the Securities Administrator as agent and
attorney-in-fact for the purpose of acting as Tax Matters Person for each REMIC
during such time as the Securities Administrator does not own any such Residual
Certificate. In the event that the Code or applicable Treasury regulations
prohibit the Trustee from signing tax or information returns or other
statements, or the Securities Administrator from acting as agent for the Tax
Matters Person, the Trustee and the Securities Administrator shall take whatever
action that in its sole good faith judgment is necessary for the proper filing
of such information returns or for the provision of a tax matters person,
including designation of the Holder of a Residual Certificate to sign such
returns or act as tax matters person. Each Holder of a Residual Certificate
shall be bound by this Section.

         (c) The Securities Administrator shall provide upon request and receipt
of reasonable compensation, such information as required in Section
860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person
purporting to transfer a Residual Certificate to a Person other than a
transferee permitted by Section 5.05(b), and to any regulated investment
company, real estate investment trust, common trust fund, partnership, trust,
estate, organization described in Section 1381 of the Code, or nominee holding
an interest in a pass-through entity described in Section 860E(e)(6) of the
Code, any record holder of which is not a transferee permitted by Section
5.05(b) (or which is deemed by statute to be an entity with a disqualified
member).

         (d) The Securities Administrator shall prepare and file or cause to be
filed, and the Trustee shall sign, any state income tax returns required under
Applicable State Law with respect to each REMIC or the Trust Fund.

         (e) Notwithstanding any other provision of this Agreement, the Trustee
and the Securities Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders of interest or original
issue discount on the Mortgage Loans, that the Trustee or the Securities
Administrator reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee or the Securities Administrator withholds any amount from interest or
original issue


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<PAGE>

discount payments or advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Trustee or the Securities Administrator
shall, together with its monthly report to such Certificateholders, indicate
such amount withheld.

         (f) The Trustee and the Securities Administrator agree to indemnify the
Trust Fund and the Depositor for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Master Servicer, as a result of a breach of the
Trustee's covenants and the Securities Administrator's covenants, respectively,
set forth in this Section 9.12; provided, however, such liability and obligation
to indemnify in this paragraph shall not be joint and several and neither the
Trustee nor the Securities Administrator shall be liable or be obligated to
indemnify the Trust Fund for the failure by the other to perform any duty under
this Agreement or the breach by the other of any covenant in this Agreement.

                                   ARTICLE X
                                   TERMINATION

Section 10.01     TERMINATION UPON REPURCHASE BY THE DEPOSITOR OR ITS DESIGNEE
                  OR LIQUIDATION OF THE MORTGAGE LOANS.


         (a) Subject to Section 10.03, the respective obligations and
responsibilities of the Depositor, the Trustee, the Master Servicer and the
Securities Administrator created hereby, other than the obligation of the
Trustee to make payments to Certificateholders as hereinafter set forth shall
terminate upon:

                  (i) the repurchase by or at the direction of the Depositor or
         its designee of all Mortgage Loans and all related REO Property
         remaining in the Trust at a price (the "Termination Purchase Price")
         equal to the sum of (a) 100% of the Outstanding Principal Balance of
         each Mortgage Loan (other than a Mortgage Loan related to REO Property)
         as of the date of repurchase, net of the principal portion of any
         unreimbursed Monthly Advances made by the purchaser, together with
         interest at the applicable Mortgage Interest Rate accrued but unpaid
         to, but not including, the first day of the month of repurchase, (b)
         the appraised value of any related REO Property, less the good faith
         estimate of the Depositor of liquidation expenses to be incurred in
         connection with its disposal thereof (but not more than the Outstanding
         Principal Balance of the related Mortgage Loan, together with interest
         at the applicable Mortgage Interest Rate accrued on that balance but
         unpaid to, but not including, the first day of the month of
         repurchase), such appraisal to be calculated by an appraiser mutually
         agreed upon by the Depositor and the Trustee at the expense of the
         Depositor, (c) unreimbursed out-of pocket costs of the Master Servicer,
         including unreimbursed servicing advances and the principal portion of
         any unreimbursed Monthly Advances, made on the Mortgage Loans prior to
         the exercise of such repurchase right and (d) any unreimbursed costs
         and expenses of the Trustee and the Securities Administrator payable
         pursuant to Section 9.05; or

                  (ii) the later of the making of the final payment or other
         liquidation, or any advance with respect thereto, of the last Mortgage
         Loan remaining in the Trust Fund or the disposition of all property
         acquired with respect to any Mortgage Loan; provided,


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<PAGE>

         however, that in the event that an advance has been made, but not yet
         recovered, at the time of such termination, the Person having made such
         advance shall be entitled to receive, notwithstanding such termination,
         any payments received subsequent thereto with respect to which such
         advance was made; or

                  (iii) the payment to Certificateholders of all amounts
         required to be paid to them pursuant to this Agreement.

         (b) In no event, however, shall the Trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date of this Agreement.

         (c) The right of the Depositor or its designee to repurchase all the
assets of the Trust Fund described in Subsection 10.01(a)(i) above shall be
exercisable only if (i) the aggregate Scheduled Principal Balance of the
Mortgage Loans at the time of any such repurchase is less than 10% of the
Cut-off Date Balance or (ii) the Depositor, based upon an Opinion of Counsel,
has determined that the REMIC status of any REMIC has been lost or that a
substantial risk exists that such REMIC status will be lost for the then-current
taxable year. At any time thereafter, in the case of (i) or (ii) above, the
Depositor may elect to terminate each REMIC at any time, and upon such election,
the Depositor or its designee, shall repurchase all the assets of the Trust Fund
described in Subsection 10.01(a)(i) above.

         (d) The Trustee shall give notice of any termination to the
Certificateholders, with a copy to the Master Servicer, the Securities
Administrator and the Rating Agencies, upon which the Certificateholders shall
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation. Such notice shall be given by letter, mailed not
earlier than the l5th day and not later than the 25th day of the month next
preceding the month of such final distribution, and shall specify (i) the
Distribution Date upon which final payment of the Certificates will be made upon
presentation and surrender of the Certificates at the office of the Trustee
therein designated, (ii) the amount of any such final payment and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the office of the Trustee therein specified.

         (e) If the option of the Depositor to repurchase or cause the
repurchase of all the assets in the Trust Fund as described Subsection
10.01(a)(i) above is exercised, the Depositor and/or its designee shall deliver
to the Trustee for deposit in the Distribution Account, by the Business Day
prior to the applicable Distribution Date, an amount equal to the Termination
Purchase Price. Upon presentation and surrender of the Certificates by the
Certificateholders, the Trustee shall distribute to the Certificateholders as
directed by the Securities Administrator in writing an amount determined as
follows: with respect to each Certificate (other than the Class R Certificates),
the outstanding Current Principal Amount, plus with respect to each Certificate
(other than the Class R Certificates), one month's interest thereon at the
applicable Pass-Through Rate; and with respect to the Class R Certificates, the
percentage interest evidenced thereby multiplied by the difference, if any,
between the above described repurchase price and the aggregate amount to be
distributed to the Holders of the Certificates (other than the Class R
Certificates).If the proceeds with respect to the Group 1 Mortgage Loans are not
sufficient to pay all of the Group 1 Senior Certificates in full, any such
deficiency will be allocated first, to the


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<PAGE>

         Subordinate Certificates, in inverse order of their numerical
         designation and then to the Group 1 Senior Certificates on a pro rata
         basis. If the proceeds with respect to the Group 2 Mortgage Loans are
         not sufficient to pay all of the Group 2 Senior Certificates in full,
         any such deficiency will be allocated first, to the Subordinate
         Certificates, in inverse order of their numerical designation and then
         to the Group 2 Senior Certificates on a pro rata basis. If the proceeds
         with respect to the Group 3 Mortgage Loans are not sufficient to pay
         all of the Group 3 Senior Certificates in full, any such deficiency
         will be allocated first, to the Subordinate Certificates, in inverse
         order of their numerical designation and then to the Group 3 Senior
         Certificates on a pro rata basis. If the proceeds with respect to the
         Group 4 Mortgage Loans are not sufficient to pay all of the Group 4
         Senior Certificates in full, any such deficiency will be allocated
         first, to the Subordinate Certificates, in inverse order of their
         numerical designation and then to the Group 4 Senior Certificates on a
         pro rata basis. Upon deposit of the required repurchase price and
         following such final Distribution Date, the Trustee shall release
         promptly to the Depositor and/or its designee the Mortgage Files for
         the remaining applicable Mortgage Loans, and the Accounts with respect
         thereto shall terminate, subject to the Trustee's obligation to hold
         any amounts payable to Certificateholders in trust without interest
         pending final distributions pursuant to Subsection 10.01(g). Any other
         amounts remaining in the Accounts will belong to the Depositor. Upon
         deposit of the required repurchase price and following such final
         Distribution Date, the Trustee shall release promptly to the Depositor
         and/or its designee, as the case may be, the Mortgage Files for the
         remaining Mortgage Loans, and the Accounts with respect thereto shall
         terminate, subject to the Trustee's obligation to hold any amounts
         payable to Certificateholders in trust without interest pending final
         distributions pursuant to Subsection 10.01(g).

         (f) In the event that this Agreement is terminated by reason of the
payment or liquidation of all Mortgage Loans or the disposition of all property
acquired with respect to all Mortgage Loans under Subsection 10.01(a)(ii) above,
the Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account all distributable amounts remaining in the Master Servicer Collection
Account. Upon the presentation and surrender of the Certificates, the Trustee
shall distribute to the remaining Certificateholders, pursuant to the written
direction of the Securities Administrator and in accordance with their
respective interests, all distributable amounts remaining in the Distribution
Account. Upon deposit by the Master Servicer of such distributable amounts, and
following such final Distribution Date, the Trustee shall release promptly to
the Depositor or its designee the Mortgage Files for the remaining Mortgage
Loans, and the Master Servicer Collection Account and the Distribution Account
shall terminate, subject to the Trustee's obligation to hold any amounts payable
to the Certificateholders in trust without interest pending final distributions
pursuant to this Subsection 10.01(f).

         (g) If not all of the Certificateholders shall surrender their
Certificates for cancellation within six months after the time specified in the
above-mentioned written notice, the Trustee shall give a second written notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice, not all the Certificates shall have been
surrendered for cancellation, the Trustee may take appropriate steps, or appoint
any agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets which remain subject to this Agreement.

Section 10.02     ADDITIONAL TERMINATION REQUIREMENTS.


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<PAGE>

          (a) If the option of the Depositor to repurchase all the Mortgage
Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each
REMIC shall be terminated in accordance with the following additional
requirements, unless the Trustee has been furnished with an Opinion of Counsel
addressed to the Trustee to the effect that the failure of the Trust to comply
with the requirements of this Section 10.02 will not (i) result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code on any REMIC or (ii) cause any REMIC to fail to qualify as a REMIC at
any time that any Regular Certificates are outstanding:

                  (i) within 90 days prior to the final Distribution Date, at
         the written direction of the Depositor, the Trustee, as agent for the
         respective Tax Matters Persons, shall adopt a plan of complete
         liquidation of each REMIC in the case of a termination under Subsection
         10.01(a)(i), provided to it by the Depositor meeting the requirements
         of a "qualified liquidation" under Section 860F of the Code and any
         regulations thereunder.

                  (ii) the Depositor shall notify the Trustee at the
         commencement of such 90-day liquidation period and, at or prior to the
         time of making of the final payment on the Certificates, the Trustee
         shall sell or otherwise dispose of all of the remaining assets of the
         Trust Fund in accordance with the terms hereof; and

                  (iii) at or after the time of adoption of such a plan of
         complete liquidation of each REMIC and at or prior to the final
         Distribution Date relating thereto, the Trustee shall sell for cash all
         of the assets of the Trust to or at the direction of the Depositor, and
         each REMIC shall terminate at such time.

         (b) By their acceptance of the Residual Certificates, the Holders
thereof hereby (i) agree to adopt such a plan of complete liquidation of the
related REMIC upon the written request of the Depositor, and to take such action
in connection therewith as may be reasonably requested by the Depositor and (ii)
appoint the Depositor as their attorney-in-fact, with full power of
substitution, for purposes of adopting such a plan of complete liquidation. The
Trustee shall adopt such plan of liquidation by filing the appropriate statement
on the final tax return of each REMIC. Upon complete liquidation or final
distribution of all of the assets of the Trust Fund, the Trust Fund and each
REMIC shall terminate.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

Section 11.01     INTENT OF PARTIES.

         The parties intend that each of REMIC I, REMIC II and REMIC III shall
be treated as a REMIC for federal income tax purposes and that the provisions of
this Agreement should be construed in furtherance of this intent.

Section 11.02     AMENDMENT.

         (a) This Agreement may be amended from time to time by the Mortgage
Loan Depositor, the Depositor, the Master Servicer, the Securities Administrator
and the Trustee, and the Servicing Agreements may be amended from time to time
by the Mortgage Loan Depositor, the Master Servicer and the Trustee, without
notice to or the consent of any of the Certificateholders,


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<PAGE>

         to cure any ambiguity, to correct or supplement any provisions herein
         or therein that may be defective or inconsistent with any other
         provisions herein or therein, to comply with any changes in the Code or
         to make any other provisions with respect to matters or questions
         arising under this Agreement which shall not be inconsistent with the
         provisions of this Agreement; provided, however, that such action shall
         not, as evidenced by an Opinion of Independent Counsel, addressed to
         the Trustee, adversely affect in any material respect the interests of
         any Certificateholder.

         (b) This Agreement may also be amended from time to time by the
Mortgage Loan Seller, the Master Servicer, the Depositor, the Securities
Administrator and the Trustee, and the Servicing Agreements may also be amended
from time to time by the Master Servicer and the Trustee, with the consent of
the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Trust Fund or of the applicable Class or
Classes, if such amendment affects only such Class or Classes, 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
Certificateholders; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all Certificates then
outstanding, or (iii) cause any REMIC to fail to qualify as a REMIC for federal
income tax purposes, as evidenced by an Opinion of Independent Counsel addressed
to the Trustee which shall be provided to the Trustee other than at the
Trustee's expense. Notwithstanding any other provision of this Agreement, for
purposes of the giving or withholding of consents pursuant to this Section
11.02(b), Certificates registered in the name of or held for the benefit of the
Depositor, the Securities Administrator, the Master Servicer, or the Trustee or
any Affiliate thereof shall be entitled to vote their Fractional Undivided
Interests with respect to matters affecting such Certificates.

         (c) Promptly after the execution of any such amendment, the Trustee
shall furnish a copy of such amendment or written notification of the substance
of such amendment to each Certificateholder, with a copy to the Rating Agencies.

         (d) In the case of an amendment under Subsection 11.02(b) above, it
shall not be necessary for the Certificateholders to approve the particular form
of such an amendment. Rather, it shall be sufficient if the Certificateholders
approve the substance of the amendment. 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.

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

Section 11.03     RECORDATION OF AGREEMENT.


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<PAGE>

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere. The Depositor shall effect such recordation, at the expense
of the Trust upon the request in writing of a Certificateholder, but only if
such direction is accompanied by an Opinion of Counsel (provided at the expense
of the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.

Section 11.04     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

          (a) The death or incapacity of any Certificateholder shall not
terminate this Agreement or the Trust, 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, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

         (b) Except as expressly provided in this Agreement, no
Certificateholders shall have any right to vote or in any manner otherwise
control the operation and management of the Trust, 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 establish the Certificateholders from
time to time as partners or members of an association; nor shall any
Certificateholders be under any liability to any third Person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

         (c) 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, under or with respect to this Agreement against the
Depositor, the Securities Administrator, the Master Servicer or any successor to
any such parties unless (i) such Certificateholder previously shall have given
to the Trustee a written notice of a continuing default, as herein provided,
(ii) the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Trust Fund 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 and expenses and liabilities to be
incurred therein or thereby, and (iii) 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.

         (d) No one or more Certificateholders shall have any right by virtue of
any provision of this Agreement to affect the rights of any other
Certificateholders or to obtain or seek to obtain priority or preference over
any other such Certificateholder, or to enforce any right under this Agreement,
except in the manner herein provided and for the equal, ratable and common
benefit of all Certificateholders. For the protection and enforcement of the
provisions of this Section 11.04, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

Section 11.05     ACTS OF CERTIFICATEHOLDERS.


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<PAGE>

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
an agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is expressly required, to the
Depositor. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee and the Depositor, if made in the manner
provided in this Section 11.05.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

         (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing on such Certificates, except an endorsement in
accordance with Section 5.02 made on a Certificate presented in accordance with
Section 5.04) shall be proved by the Certificate Register, and neither the
Trustee, the Securities Administrator, the Depositor, the Master Servicer nor
any successor to any such parties shall be affected by any notice to the
contrary.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the holder of any Certificate shall bind every future
holder of the same Certificate and the holder of every Certificate issued upon
the registration of transfer or exchange thereof, if applicable, or in lieu
thereof with respect to anything done, omitted or suffered to be done by the
Trustee, the Securities Administrator, the Depositor, the Master Servicer or any
successor to any such party in reliance thereon, whether or not notation of such
action is made upon such Certificates.

         (e) In determining whether the Holders of the requisite percentage of
Certificates evidencing Fractional Undivided Interests have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by the Trustee, the Securities Administrator, the Depositor,
the Master Servicer or any Affiliate thereof shall be disregarded, except as
otherwise provided in Section 11.02(b) and except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Certificates which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Certificates which have been pledged in good faith to the Trustee,
the Securities Administrator, the Depositor, the Master Servicer or any
Affiliate thereof may be regarded as outstanding if the pledgor establishes to
the satisfaction of the Trustee the pledgor's right to act with respect to such
Certificates and that the pledgor is not an Affiliate of the Trustee, the
Securities Administrator, the Depositor, or the Master Servicer, as the case may
be.


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Section 11.06     GOVERNING LAW.

         THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
RULES (OTHER THAN SECTION 5- 1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE
PARTIES HERETO EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING
LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.07     NOTICES.

         All demands and notices hereunder shall be in writing and shall be
deemed given when delivered at (including delivery by facsimile) or mailed by
registered mail, return receipt requested, postage prepaid, or by recognized
overnight courier, to (i) in the case of the Depositor, 383 Madison Avenue, New
York, New York 10179, Attention: Secretary, telecopier number: (212) 272-5591,
or to such other address as may hereafter be furnished to the other parties
hereto in writing; (ii) in the case of the Trustee, at its Corporate Trust
Office, or such other address as may hereafter be furnished to the other parties
hereto in writing; (iii) in the case of the Mortgage Loan Seller,
_________________________________, or to such other address as may hereafter be
furnished to the other parties hereto in writing; (iv) in the case of the Master
Servicer or Securities Administrator, _______________________________, or such
other address as may hereafter be furnished to the other parties hereto in
writing; or (v) in the case of the Rating Agencies,
________________________________ and ____________________________. Any notice
delivered to the Depositor, the Master Servicer, the Securities Administrator or
the Trustee under this Agreement shall be effective only upon receipt. Any
notice required or permitted to be mailed to a Certificateholder, unless
otherwise provided herein, shall be given by first-class mail, postage prepaid,
at the address of such Certificateholder 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 when mailed, whether or not the
Certificateholder receives such notice.

Section 11.08     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 severed 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.

Section 11.09     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.

Section 11.10     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.


                                      114
<PAGE>

Section 11.11     COUNTERPARTS.

         This Agreement may be executed in two or more counterparts each of
which when so executed and delivered shall be an original but all of which
together shall constitute one and the same instrument.

Section 11.12     NOTICE TO RATING AGENCIES.

         The article and section headings herein are for convenience of
reference only, and shall not limited or otherwise affect the meaning hereof.
The Trustee shall promptly provide notice to each Rating Agency with respect to
each of the following of which a Responsible Officer of the Trustee has actual
knowledge:

         1. Any material change or amendment to this Agreement or the Servicing
Agreements;

         2. The occurrence of any Event of Default that has not been cured;

         3. The resignation or termination of the Master Servicer, the Trustee
or the Securities Administrator;

         4. The repurchase or substitution of Mortgage Loans;

         5. The final payment to Certificateholders; and

         6. Any change in the location of the Master Servicer Collection Account
or the Distribution Account.




                                      115
<PAGE>


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

                           STRUCTURED ASSET MORTGAGE  INVESTMENTS II INC.,
                           as Depositor



                           By:____________________________________
                           Name:
                           Title:



                          [NAME OF TRUSTEE], as Trustee



                           By:____________________________________
                           Name:
                           Title:



                           [NAME OF MASTER SERVICER], as  Master Servicer



                           By:____________________________________
                           Name:
                           Title:



                           [NAME OF SECURITIES  ADMINISTRATOR, as Securities
                           Administrator



                           By:____________________________________
                           Name:
                           Title:



                           [NAME OF MORTGAGE LOAN SELLER]



                           By:____________________________________
                           Name:
                           Title:


<PAGE>


STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
________________of Structured Asset Mortgage Investments II Inc., the
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________  Notary Public

[Notarial Seal]



<PAGE>



STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________  Notary Public

[Notarial Seal]



<PAGE>



STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________  Notary Public

[Notarial Seal]



<PAGE>



STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________  Notary Public

[Notarial Seal]





<PAGE>



STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________  Notary Public

[Notarial Seal]




<PAGE>



STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the __th day of ________, 200_ before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a(n)
___________________________of ____________________, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

_______________________________________  Notary Public

[Notarial Seal]




<PAGE>


                                   EXHIBIT A-1

                        FORM OF CLASS [_-A-_] 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 (THE "CODE").

         THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON [AND REALIZED LOSSES ALLOCABLE HERETO].
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


<TABLE>
<CAPTION>
Certificate No. 1                                            Variable Pass-Through Rate
<S>                                                          <C>

Class [_-A-_] Senior

Date of  Pooling  and  Servicing  Agreement  and  Aggregate
Initial  Current   [Principal]   [Notional]  Cut-off  Date:
Amount of this  Senior  Certificate  as of the  _______  1,
200_ Cut-off Date:                                           $[_____________]

First      Distribution      Date:      Initial     Current
[Principal][Notional]  Amount of  _________  __,  200_ this
Senior Certificate as of the Cut-off Date:                   $[_____________]

USIP:                                                        [____________] Master Servicer:

Assumed Final Distribution Date: ________ __, 20__
</TABLE>

[SERIES DESIGNATION] 200_-_  MORTGAGE PASS-THROUGH CERTIFICATE  SERIES 200_-_


                                      116
<PAGE>

         evidencing a fractional undivided interest in the distributions
         allocable to the Class [_- A-_] Certificates with respect to a Trust
         Fund consisting primarily of a pool of adjustable rate mortgage loans
         secured by first liens on one-to-four family residential properties and
         individual condominium units and sold by STRUCTURED ASSET MORTGAGE
         INVESTMENTS II INC.

         This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments II Inc., the Master Servicer or the Trustee referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.

         This certifies that [NAME OF HOLDER] is the registered owner of the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a trust (the
"Trust Fund") primarily consisting of adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by Structured Asset Mortgage Investments II Inc. ("SAMI
II"). The Mortgage Loans were sold by [NAME OF MORTGAGE LOAN SELLER] to SAMI II.
[NAME OF MASTER SERVICER] will act as master servicer of the Mortgage Loans (the
"Master Servicer," which term includes any successors thereto under the
Agreement referred to below). The Trust Fund was created pursuant to the Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement"), among SAMI, as depositor (the "Depositor"), [NAME OF MASTER
SERVICER], as master servicer and securities administrator, [NAME OF MORTGAGE
LOAN SELLER] and [NAME OF TRUSTEE], as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

         Interest on this Certificate will accrue during the month prior to the
month in which a Distribution Date (as hereinafter defined) occurs on the
[Current Principal][Notional] Amount hereof at a per annum rate equal to the
Pass-Through Rate set forth above and as further described in the Agreement. The
Trustee will distribute on the 25th day of each month, or, if such 25th day is
not a Business Day, the immediately following Business Day (each, 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 last Business Day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the calendar month
preceding the month of such Distribution Date, an amount equal to the product of
the Fractional Undivided Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date in the


<PAGE>

month immediately following the month of the latest scheduled maturity date of
any Mortgage Loan and is not likely to be the date on which the [Current
Principal][Notional] Amount of this Class of Certificates will be reduced to
zero.

         Distributions on this Certificate will be made by the Trustee by check
mailed to the address of the Person entitled thereto as such name and address
shall appear on the Certificate Register or, if such Person so requests by
notifying the Trustee in writing as specified in the Agreement. Notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The Initial
[Current Principal][Notional] Amount of this Certificate is set forth above.
[The Current Principal Amount hereof will be reduced to the extent of
distributions allocable to principal hereon [and any Realized Losses allocable
hereto.]]

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in [ ]
Classes. The Certificates, in the aggregate, evidence the entire beneficial
ownership interest in the Trust Fund formed pursuant to the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the Trust Fund for payment hereunder and that the
Trustee is not liable to the Certificateholders for any amount payable under
this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.

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

         The Agreement permits, with certain exceptions therein provided: (i)
the amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Mortgage Loan
Seller, the Depositor, the Master Servicer, the Securities Administrator and the
Trustee, and (ii) the amendment of the Servicing Agreements by the Master
Servicer and the Trustee with the consent of the Holders of Certificates,
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

<PAGE>

         The Certificates are issuable only as registered Certificates without
coupons in the Classes and denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, this
Certificate is exchangeable for one or more new Certificates evidencing the same
Class and in the same aggregate Fractional Undivided Interest, as requested by
the Holder surrendering the same.

         No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby (other than the obligations to make payments to Certificateholders with
respect to the termination of the Agreement) shall terminate upon the earlier of
(i) the later of the (A) final payment or other liquidation (or Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the

         Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate unpaid principal balance of the Mortgage Loans is less than the
percentage of the aggregate Outstanding Principal Balance specified in the
Agreement of the Mortgage Loans at the Cut-off Date. The exercise of such right
will effect the early retirement of the Certificates. In no event, however, will
the Trust Fund created by the Agreement continue beyond the expiration of 21
years after the death of certain persons identified in the Agreement.

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.



<PAGE>



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

Dated: _______ __, 200_ [NAME OF TRUSTEE] Not in its individual capacity but
solely as Trustee

By:_______________________________________  Authorized Signatory

CERTIFICATE OF AUTHENTICATION  -----------------------------

This is one of the Class [_-A-_] Certificates referred to in the
within-mentioned Agreement.

[NAME OF TRUSTEE] Authorized signatory of [NAME OF TRUSTEE], not in its
individual capacity but solely as Trustee

By:_______________________________________  Authorized Signatory
ASSIGNMENT  ----------



<PAGE>



         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) a Fractional Undivided
Interest evidenced by the within Mortgage 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 Certificate Registrar 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

____________________________________________  Signature Guaranteed
 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.


<PAGE>


                                   EXHIBIT A-2

                         FORM OF CLASS [B-_] CERTIFICATE

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [AND THE CLASS B-_ CERTIFICATES] , AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).

         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 (THE "CODE").

         THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY
THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT
PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION
SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN

         [FOR CLASS B-1, CLASS B-2 AND CLASS B-3] [EACH BENEFICIAL OWNER OF THIS
CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY
VIRTUE OF ITS ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN,
THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED ("PLAN"), OR INVESTING WITH ASSETS OF
A PLAN OR (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON
PROHIBITED TRANSACTION EXEMPTION 90-30, AS AMENDED FROM TIME TO TIME
("EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE
AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED, AT
THE TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD &
POOR'S, FITCH, INC. OR MOODY'S

         INVESTORS SERVICE, INC., AND THE CERTIFICATE IS SO RATED OR (III) (1)
IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY GENERAL ACCOUNT", AS
SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION

<PAGE>

CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED.]

         [FOR CLASS B-4, CLASS B-5 AND CLASS B-6][THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,
WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR"
WITHIN THE MEANING THEREOF IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION.]

         [FOR CLASS B-4, CLASS B-5 AND CLASS B-6] [THIS CERTIFICATE MAY NOT BE
ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR
REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE
SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60
OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY

         ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES
ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED
REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR
UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.]

<PAGE>


Certificate No.1 Variable Pass-Through Rate

Class [B-_] Subordinate

Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal
Amount of Cut-off Date: ______ 1, 200_ this Subordinate Certificate as of the
Cut-off Date: $[_________]

First Distribution Date: Initial Current Principal Amount of this _______ __,
200_ Subordinate Certificate as of the Cut_off Date: $[_________]

USIP: [____________] Master Servicer: C

Assumed Final Distribution Date: ________ __, 20__

[SERIES DESIGNATION] 200_-_  MORTGAGE PASS-THROUGH CERTIFICATE  SERIES 200_-_

evidencing a fractional undivided interest in the distributions allocable to the
Class [B-_] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable rate mortgage loans secured by first liens on one-to-four
family residential properties and individual condominium units sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

This Certificate is payable solely from the assets of the Trust Fund, and does
not represent an obligation of or interest in Structured Asset Mortgage
Investments II Inc., the Master Servicer or the Trustee referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.

This certifies that [NAME OF HOLDER] is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
primarily consisting of adjustable rate mortgage loans secured by first liens on
one- to four- family residential properties (collectively, the "Mortgage Loans")
sold by Structured Asset Mortgage Investments II Inc. ("SAMI II"). The Mortgage
Loans were sold by [MORTGAGE LOAN SELLER] to SAMI II. [NAME OF MASTER SERVICER]
will act as master servicer of the Mortgage Loans (the "Master Servicer," which
term includes any successors thereto under the Agreement referred to below). The
Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as
of the Cut-off Date specified above (the "Agreement"), among SAMI II, as
depositor (the "Depositor"), [NAME OF MASTER SERVICER], as master servicer and
securities administrator, [MORTGAGE LOAN SELLER] and [NAME OF TRUSTEE], as
trustee (the "Trustee") , a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the

<PAGE>

Holder of this Certificate by virtue of its acceptance hereof assents and by
which such Holder is bound.

Interest on this Certificate will accrue during the month prior to the month in
which a Distribution Date (as hereinafter defined) occurs on the Current
Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set
forth above and as further described in the Agreement. The Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, 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 last
Business Day (or if such last day is not a Business Day, the Business Day
immediately preceding such last day) of the calendar month preceding the month
of such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount (of interest and
principal, if any) required to be distributed to the Holders of Certificates of
the same Class as this Certificate. The Assumed Final Distribution Date is the
Distribution Date in the month immediately following the month of the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Current Principal Amount of this Class of Certificates will be reduced
to zero.

Distributions on this Certificate will be made by the Trustee by check mailed to
the address of the Person entitled thereto as such name and address shall appear
on the Certificate Register or, if such Person so requests by notifying the
Trustee in writing as specified in the Agreement. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose and designated in such notice. The Initial Current Principal
Amount of this Certificate is set forth above. The Current Principal Amount
hereof will be reduced to the extent of distributions allocable to principal
hereon and any Realized Losses allocable hereto.

[For Class B-4, Class B-5 and Class B-6] [No transfer of this Class [B-_]
Certificate will be made unless such transfer is (i) exempt from the
registration requirements of the Securities act of 1933, as amended, and any
applicable state securities laws or is made in accordance with said Act and laws
and (ii) made in accordance with Section 5.02 of the Agreement. In the event
that such transfer is to be made the Trustee shall register such transfer if,
(i) made to a transferee who has provided the Trustee with evidence as to its
QIB status; or (ii) (A) the transferor has advised the Trustee in writing that
the Certificate is being transferred to an Institutional Accredited Investor and
(B) prior to such transfer the transferee furnishes to the Trustee an Investment
Letter; provided that if based upon an Opinion of Counsel to the effect that (A)
and (B) above are met sufficient to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other applicable laws.]

[For Class B-4, Class B-5 and Class B-6] [This Certificate may not be acquired
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue
Code of 1986, as amended, unless the transferee certifies or represents that the
proposed transfer and holding of a Certificate and the servicing, management and
operation of the trust and its assets: (i) will not result in any prohibited
transaction which is not covered under an individual or class prohibited
transaction exemption,

<PAGE>

including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14,
PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (ii) will not give rise to any
additional obligations on the part of the Depositor, the Securities
Administrator, the Master Servicer or the Trustee, which will be deemed
represented by an owner of a Book-Entry Certificate or a Global Certificate or
unless the opinion specified in section 5.07 of the Agreement is provided.]

This Certificate is one of a duly authorized issue of Certificates designated as
set forth on the face hereof (the "Certificates"), issued in [ ] Classes. The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it
will look solely to the Trust Fund for payment hereunder and that the Trustee is
not liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.

[For Class B-4, Class B-5 and Class B-6] [Each beneficial owner of this
Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended or section 4975 of the
Internal Revenue Code of 1986, as amended ("Plan"), or investing with assets of
a Plan or (ii) it has acquired and is holding such certificate in reliance on
Prohibited Transaction Exemption 90-30, as amended from time to time
("Exemption"), and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated, at
the time of purchase, not lower than "BBB-" (or its equivalent) by Standard &
Poor's, Fitch, Inc. or Moody's Investors Service, Inc., and the certificate is
so rated or (iii) (1) it is an insurance company, (2) the source of funds used
to acquire or hold the certificate or interest therein is an "insurance company
general account", as such term is defined in Prohibited Transaction Class
Exemption ("PTCE") 95-60, and (3) the conditions in Sections I and III of PTCE
95-60 have been satisfied.]

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

The Agreement permits, with certain exceptions therein provided; (i) the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Mortgage Loan
Seller, the Depositor, the Master Servicer, the Securities Administrator and the
Trustee, and (ii) the amendment of the Servicing Agreements by the Master
Servicer and the Trustee with the consent of the Holders of Certificates,
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

<PAGE>

As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

The Certificates are issuable only as registered Certificates without coupons in
the Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class and
in the same aggregate Fractional Undivided Interest, as requested by the Holder
surrendering the same.

No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby
(other than the obligations to make payments to Certificateholders with respect
to the termination of the Agreement) shall terminate upon the earlier of (i) the
later of the (A) final payment or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

Unless this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.


<PAGE>



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

Dated: _______ __, 200_ [NAME OF TRUSTEE] Not in its individual capacity but
solely as Trustee

By:_______________________________________  Authorized Signatory

CERTIFICATE OF AUTHENTICATION  -----------------------------

This is one of the Class [B-_] Certificates referred to in the within-mentioned
Agreement.

[NAME OF TRUSTEE] Authorized signatory of [NAME OF TRUSTEE], not in its
individual capacity but solely as Trustee

By:_______________________________________  Authorized Signatory
ASSIGNMENT  ----------


<PAGE>


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) a Fractional Undivided Interest
evidenced by the within Mortgage 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 Certificate Registrar 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

____________________________________________  Signature Guaranteed
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.


<PAGE>


EXHIBIT A-3

FORM OF CLASS R-[_] CERTIFICATE

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES
PERSON, A PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).

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 (THE "CODE").

THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL THAT IS
SATISFACTORY TO THE TRUSTEE, THE MASTER SERVICER AND THE SECURITIES
ADMINISTRATOR THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL
NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE
UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE
PART OF THE DEPOSITOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE
TRUSTEE.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION

OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE.

<PAGE>


Certificate No.1

Class R-[_]

Date of Pooling and Servicing Agreement and Aggregate Initial Current Principal
Amount of Cut-off Date: _____ 1, 200_ this Certificate as of the Cut-off Date:
$___________

First Distribution Date: Initial Current Principal Amount of this ______ __,
200_ Certificate as of the Cut-off Date: $_________

CUSIP: [_____________] Master Servicer:

Assumed Final Distribution Date: ______ __, 20__

[SERIES DESIGNATION] 200_-_  MORTGAGE PASS-THROUGH CERTIFICATE  SERIES 200_-_

evidencing a fractional undivided interest in the distributions allocable to the
Class R- [_] Certificates with respect to a Trust Fund consisting primarily of a
pool of adjustable rate mortgage loans secured by first liens on one-to-four
family residential properties and individual condominium units sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

This Certificate is payable solely from the assets of the Trust Fund, and does
not represent an obligation of or interest in Structured Asset Mortgage
Investments II Inc., the Master Servicer or the Trustee referred to below or any
of their affiliates or any other person. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental entity
or by Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.

This certifies that __________________ is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
primarily consisting of adjustable rate mortgages loans secured by first liens
on one- to four- family residential properties (collectively, the "Mortgage
Loans") sold by Structured Asset Mortgage Investments II Inc. ("SAMI II"). The
Mortgage Loans were sold by [NAME OF MORTGAGE LOAN SELLER] to SAMI II. [NAME OF
MASTER SERVICER] will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement'), among SAMI II, as depositor (the "Depositor"), [NAME OF MASTER
SERVICER], as master servicer and securities administrator, [NAME OF MORTGAGE
LOAN SELLER] and [NAME OF TRUSTEE], as trustee (the "Trustee"), a

<PAGE>

summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein shall have the
meaning ascribed to them in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

The Trustee will distribute on the 25th day of each month, or, if such 25th day
is not a Business Day, the immediately following Business Day (each, 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 last Business Day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the calendar month
preceding the month of such Distribution Date, an amount equal to the product of
the Fractional Undivided Interest evidenced by this Certificate and the amount
(of principal, if any) required to be distributed to the Holders of Certificates
of the same Class as this Certificate. The Assumed Final Distribution Date is
the Distribution Date in the month immediately following the month of the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Current Principal Amount of this Class of Certificates will be reduced
to zero.

Distributions on this Certificate will be made by the Trustee by check mailed to
the address of the Person entitled thereto as such name and address shall appear
on the Certificate Register. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose
and designated in such notice. The Initial Current Principal Amount of this
Certificate is set forth above. The Current Principal Amount hereof will be
reduced to the extent of distributions allocable to principal hereon and any
Realized Losses allocable hereto.

Each Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person
holding or acquiring any Ownership Interest in this Certificate must be a United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that it is a United
States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right, in
its sole discretion and without notice to the Holder of this Certificate, to
sell this Certificate to a purchaser selected by the Company, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.

This certificate may not be acquired directly or indirectly by, or on behalf of,
an employee benefit plan or other retirement arrangement which is subject to
title I of the Employee Retirement Income Security Act of 1974, as amended,
and/or section 4975 of the Internal Revenue Code of 1986, as amended, unless the
proposed transferee provides the Trustee, with an opinion of counsel addressed
to the Trustee, the Master Servicer and the Securities Administrator, upon which
each such party may rely, (which shall not be at the expense of the Trustee,
Master Servicer or the Securities Administrator) which is acceptable to such
entities, that the purchase of this certificate will not result in or constitute
a nonexempt prohibited

<PAGE>

transaction, is permissible under applicable law and will not give rise to any
additional fiduciary obligations on the part of the Depositor, the Master
Servicer, the Securities Administrator or the Trustee.

This Certificate is one of a duly authorized issue of Certificates designated as
set forth on the face hereof (the "Certificates"), issued in [ ] Classes. The
Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it
will look solely to the Trust Fund for payment hereunder and that the Trustee is
not liable to the Certificateholders for any amount payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement.

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

The Agreement permits, with certain exceptions therein provided; (i) the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Mortgage Loan
Seller, the Depositor, the Master Servicer, the Securities Administrator and the
Trustee, and (ii) the amendment of the Servicing Agreements by the Master
Servicer and the Trustee with the consent of the Holders of Certificates,
evidencing Fractional Undivided Interests aggregating not less than 51% of the
Trust Fund (or in certain cases, Holders of Certificates of affected Classes
evidencing such percentage of the Fractional Undivided Interests thereof). 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 lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof and of the Servicing Agreements in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable with the Trustee upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee for such purposes, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest will
be issued to the designated transferee.

The Certificates are issuable only as registered Certificates without coupons in
the Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class and
in the same aggregate Fractional Undivided Interest, as requested by the Holder
surrendering the same.

No service charge will be made to the Certificateholders for any such
registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. The Depositor, the Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered as the

<PAGE>

owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby
(other than the obligations to make payments to Certificateholders with respect
to the termination of the Agreement) shall terminate upon the earlier of (i) the
later of the (A) final payment or other liquidation (or Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and (B)
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and the remittance of all funds due under the
Agreement, or (ii) the optional repurchase by the party named in the Agreement
of all the Mortgage Loans and other assets of the Trust Fund in accordance with
the terms of the Agreement. Such optional repurchase may be made only on or
after the Distribution Date on which the aggregate unpaid principal balance of
the Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the expiration of 21 years after the death of certain persons
identified in the Agreement.

Unless this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.


<PAGE>



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

Dated: _______ __, 200_ [NAME OF TRUSTEE] Not in its individual capacity but
solely as Trustee

By:_______________________________________  Authorized Signatory

CERTIFICATE OF AUTHENTICATION  -----------------------------

This is one of the Class [R-_] Certificates referred to in the within-mentioned
Agreement.

[NAME OF TRUSTEE] Authorized signatory of [NAME OF TRUSTEE], not in its
individual capacity but solely as Trustee

By:_______________________________________  Authorized Signatory

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) a Fractional Undivided Interest
evidenced by the within Mortgage 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 Certificate Registrar 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

____________________________________________  Signature Guaranteed
 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.


<PAGE>


EXHIBIT B  MORTGAGE LOAN SCHEDULE

The Preliminary and Final Mortgage Loan Schedules shall set forth the following
information with respect to each Mortgage Loan:

(a) the loan number;

(b) the Mortgagor's name;

(c) the street address (including city, state and zip code) of the Mortgaged
Property;

(d) the property type;

(e) the Mortgage Rate;

(f) the Servicing Rate;

(g) the Net Rate;

(h) the original term;

(i) the maturity date;

(j) the stated remaining term to maturity;

(k) the original principal balance;

(1) the first payment date;

(m) the principal and interest payment in effect as of the Cut-off Date;

(n) the unpaid principal balance as of the Cut-off Date;

(o) the Loan-to-Value Ratio at origination;

(p) paid-through date;

(q) the insurer of any Primary Mortgage Insurance Policy;

(r) the Gross Margin, if applicable;

(s) the Maximum Lifetime Mortgage Rate, if applicable; (t) the Minimum Lifetime
Mortgage Rate, if applicable;

(u) the Periodic Rate Cap, if applicable;

(v) the number of days delinquent, if any;


<PAGE>


(w) which Mortgage Loans adjust after an initial fixed-rate period of five,
seven or ten years;

(x) The Loan Group; and

(y) The Prepayment Charge Loans.

Such schedule also shall set forth for all of the Mortgage Loans, the total
number of Mortgage Loans, the total of each of the amounts described under (k)
and (n) above, the weighted average by principal balance as of the Cut-off Date
of each of the rates described under (e), (f) and (g) above, and the weighted
average remaining term to maturity by unpaid principal balance as of the Cut-off
Date.

EXHIBIT C

[RESERVED]

EXHIBIT D

REQUEST FOR RELEASE OF DOCUMENTS

To: [TRUSTEE'S ADDRESS]

RE: Pooling and Servicing Agreement dated as of _____ 1, 200_, among Structured
Asset Mortgage Investments II Inc. [NAME OF MASTER SERVICER, as master servicer
and securities administrator, [NAME OF MORTGAGE LOAN SELLER and [NAME OF
TRUSTEE] as Trustee

In connection with the administration of the Mortgage Loans held by you pursuant
to the above-captioned Pooling and Servicing Agreement, we request the release,
and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan
described below, for the reason indicated.

Mortgage Loan Number: ---------------------

Mortgagor Name, Address & Zip Code:R ------------------------------------

Reason for Requesting Documents (check one): -----------------------------------

_____ 1. Mortgage Paid in Full and proceeds have been deposited into the
         Custodial Account

_____ 2. Foreclosure

_____ 3. Substitution

_____ 4. Other Liquidation

_____ 5. Nonliquidation Reason:____________________

_____ 6. California Mortgage Loan paid in full


<PAGE>


By:________________________  (authorized signer)

Issuer:____________________             Address:___________________
Date:______________________


EXHIBIT E

FORM OF AFFIDAVIT

Affidavit pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986,
as amended, and for other purposes

STATE OF )  ) ss: COUNTY OF )

[NAME OF OFFICER], being first duly sworn, deposes and says:

1. That he is [Title of Officer] of [Name of Investor] (the "Investor"), a
[savings institution] [corporation] duly organized and existing under the laws
of [the State of ] [the United States], on behalf of which he makes this
affidavit.

2. That (i) the Investor is not a "disqualified organization" as defined in
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code"), and will not be a disqualified organization as of [Closing Date] [date
of purchase]; (ii) it is not acquiring the Structured Asset Mortgage Investments
II Inc., [SERIES DESIGNATION], Mortgage Pass-Through Certificates, Series 200_-_
Class R-I, Class R-II and Class R-III Certificates (the "Residual Certificates")
for the account of a disqualified organization; (iii) it consents to any
amendment of the Pooling and Servicing Agreement that shall be deemed necessary
by Structured Asset Mortgage Investments II Inc. (upon advice of counsel) to
constitute a reasonable arrangement to ensure that the Residual Certificates
will not be owned directly or indirectly by a disqualified organization; and
(iv) it will not transfer such Residual Certificates unless (a) it has received
from the transferee an affidavit in substantially the same form as this
affidavit containing these same four representations and (b) as of the time of
the transfer, it does not have actual knowledge that such affidavit is false.

3. That the Investor is one of the following: (i) a citizen or resident of the
United States, (ii) a corporation or partnership (including an entity treated as
a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States or any state thereof or
the District of Columbia (except, in the case of a partnership, to the extent
provided in regulations), provided that no partnership or other entity treated
as a partnership for United States federal income tax purposes shall be treated
as a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are United States Persons, (iii) an
estate whose income is subject to United States federal income tax regardless of
its source, or (iv) a trust other than a "foreign trust," as defined in Section
7701 (a)(31) of the Code.

4. That the Investor's taxpayer identification number is ______________________.

5. That no purpose of the acquisition of the Residual Certificates is to avoid
or impede the assessment or collection of tax.


<PAGE>


6. That the Investor understands that, as the holder of the Residual
Certificates, the Investor may incur tax liabilities in excess of any cash flows
generated by such Residual Certificates.

7. That the Investor intends to pay taxes associated with holding the Residual
Certificates as they become due.

IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.

[NAME OF INVESTOR]

By: __________________________________________________ [Name of Officer] [Title
of Officer] [Address of Investor for receipt of distributions]

Address of Investor for receipt of tax information:
Personally appeared before me the above-named [Name of Officer], known or proved
to me to be the same person who executed the foregoing instrument and to be the
[Title of Officer] of the Investor, and acknowledged to me that he executed the
same as his free act and deed and the free act and deed of the Investor.

Subscribed and sworn before me this ___ day of _________, 20___.

NOTARY PUBLIC

COUNTY OF

STATE OF

My commission expires the ___ day of ___________________, 20___.


<PAGE>


EXHIBIT F-1

FORM OF INVESTMENT LETTER

[Date] [DEPOSITOR]

[ADDRESS OF TRUSTEE]

         Structured Asset Mortgage Investments II Inc. 383 Madison Avenue New
         York, New York 10179

Re: Structured Asset Mortgage Investments II Inc., [SERIES DESIGNATION], Series
200_-_ Mortgage Pass-Through Certificates (the "Certificates"), including the
Class B-4, Class B-5, Class B-6 Certificates (the "Privately Offered
Certificates")
--------------------------------------------------------------------------

Dear Ladies and Gentlemen:

In connection with our purchase of Privately Offered Certificates, we confirm
that:


<PAGE>


(i) we understand that the Privately Offered Certificates are not being
registered under the Securities Act of 1933, as amended (the "Act") or any
applicable state securities or "Blue Sky" laws, and are being sold to us in a
transaction that is exempt from the registration requirements of such laws;

(ii) any information we desired concerning the Certificates, including the
Privately Offered Certificates, the trust in which the Certificates represent
the entire beneficial ownership interest (the "Trust") or any other matter we
deemed relevant to our decision to purchase Privately Offered Certificates has
been made available to us;

(iii) we are able to bear the economic risk of investment in Privately Offered
Certificates; we are an institutional "accredited investor" as defined in
Section 501(a) of Regulation D promulgated under the Act and a sophisticated
institutional investor;

(iv) we are acquiring Privately Offered Certificates for our own account, not as
nominee for any other person, and not with a present view to any distribution or
other disposition of the Privately Offered Certificates;

(v) we agree the Privately Offered Certificates must be held indefinitely by us
(and may not be sold, pledged, hypothecated or in any way disposed of) unless
subsequently registered under the Act and any applicable state securities or
"Blue Sky" laws or an exemption from the registration requirements of the Act
and any applicable state securities or "Blue Sky" laws is available; (vi) we
agree that in the event that at some future time we wish to dispose of or
exchange any of the Privately Offered Certificates (such disposition or exchange
not being currently foreseen or contemplated), we will not transfer or exchange
any of the Privately Offered Certificates unless:

(A) (1) the sale is to an Eligible Purchaser (as defined below), (2) if required
by the Pooling and Servicing Agreement (as defined below) a letter to
substantially the same effect as either this letter or, if the Eligible
Purchaser is a Qualified Institutional Buyer as defined under Rule 144A of the
Act, the Rule 144A and Related Matters Certificate in the form attached to the
Pooling and Servicing Agreement (as defined below) (or such other documentation
as may be acceptable to the Trustee) is executed promptly by the purchaser and
delivered to the addressees hereof and (3) all offers or solicitations in
connection with the sale, whether directly or through any agent acting on our
behalf, are limited only to Eligible Purchasers and are not made by means of any
form of general solicitation or general advertising whatsoever; and

(B) if the Privately Offered Certificate is not registered under the Act (as to
which we acknowledge you have no obligation), the Privately Offered Certificate
is sold in a transaction that does not require registration under the Act and
any applicable state securities or "blue sky" laws and, if [NAME OF TRUSTEE]
(the "Trustee") so requests, a satisfactory Opinion of Counsel is furnished to
such effect, which Opinion of Counsel shall be an expense of the transferor or
the transferee;

(vii) we agree to be bound by all of the terms (including those relating to
restrictions on transfer) of the Pooling and Servicing, pursuant to which the
Trust was formed; we have reviewed carefully and understand the terms of the
Pooling and Servicing Agreement;

<PAGE>

(viii) we either: (i) are not acquiring the Privately Offered Certificate
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue
Code of 1986, as amended, or (ii) are providing a representation to the effect
that the proposed transfer and holding of a Privately Offered Certificate and
the servicing, management and operation of the Trust and its assets: (I) will
not result in any prohibited transaction which is not covered under an
individual or class prohibited transaction exemption, including, but not limited
to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE
95-60, or PTE 96-23 and (II) will not give rise to any additional obligation on
the part of the Depositor, the Master Servicer, the Securities Administrator or
the Trustee (iii) have attached hereto the opinion specified in Section 5.0 of
the Agreement.

(ix) We understand that each of the Class B-4, Class B-5 and Class B-6
Certificates bears, and will continue to bear, a legend to substantiate the
following effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A
QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM
TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH
ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND
(B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR
ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED,
UNLESS THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING,
MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE


<PAGE>


RISE TO ANY ADDITIONAL DUTIES ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY
AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE
OPINION PROVIDED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED." "Eligible
Purchaser" means a corporation, partnership or other entity which we have
reasonable grounds to believe and do believe (i) can make representations with
respect to itself to substantially the same effect as the representations set
forth herein, and (ii) is either a Qualified Institutional Buyer as defined
under Rule 144A of the Act or an institutional "Accredited Investor" as defined
under Rule 501 of the Act.

Terms not otherwise defined herein shall have the meanings assigned to them in
the Pooling and Servicing Agreement, dated as of _______ 1, 200_, among
Structured Asset Mortgage Investments II Inc., [NAME OF MASTER SERVICER], as
master servicer and securities administrator, [NAME OF MORTGAGE LOAN SELLER] and
[NAME OF TRUSTEE], as Trustee (the "Pooling and Servicing Agreement').

If the Purchaser proposes that its Certificates be registered in the name of a
nominee on its behalf, the Purchaser has identified such nominee below, and has
caused such nominee to complete the Nominee Acknowledgment at the end of this
letter.

Name of Nominee (if any):________________

IN WITNESS WHEREOF, this document has
been executed by the undersigned who is duly authorized to do so on behalf of
the undersigned Eligible Purchaser on the ___ day of ________, 20___.

Very truly yours,

[PURCHASER]

By:_________________________________  (Authorized Officer)

[By:________________________________  Attorney-in-fact]
Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as nominee.

[NAME OF NOMINEE]

By:_____________________________________  (Authorized Officer)

[By:____________________________________  Attorney-in-fact]


<PAGE>


EXHIBIT F-2

FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

[DEPOSITOR] [Date]

[ADDRESS OF TRUSTEE]

         Structured Asset Mortgage Investments II Inc. 383 Madison Avenue New
         York, New York 10179

Re: Structured Asset Mortgage Investments II Inc., [SERIES DESIGNATION], Series
200_-_ Mortgage Pass-Through Certificates, Class B-4, Class B-5 and Class B-6
Certificates (the "Privately Offered Certificates")
-----------------------------------------------------------------

Dear Ladies and Gentlemen:

In connection with our purchase of Privately Offered Certificates, the
undersigned certifies to each of the parties to whom this letter is addressed
that it is a qualified institutional buyer (as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act")) as follows:

1. It owned and/or invested on a discretionary basis eligible securities
(excluding affiliate's securities, bank deposit notes and CD's, loan
participations, repurchase agreements, securities owned but subject to a
repurchase agreement and swaps), as described below:

Date: ______________, 20__ (must be on or after the close of its most recent
fiscal year)

Amount: $ _____________________; and

2. The dollar amount set forth above is:

a. greater than $100 million and the undersigned is one of the following
entities:

(x) |_| an insurance company as defined in Section 2(13) of the Act1; or

(y) |_| an investment company registered under the Investment Company Act or any
business development company as defined in Section 2(a)(48) of the Investment
Company Act of 1940; or

-------- 1 A purchase by an insurance company for one or more of its separate
accounts, as defined by Section 2(a)(37) of the Investment Company Act of 1940,
which are neither registered nor required to be registered thereunder, shall be
deemed to be a purchase for the account of such insurance company.
(z) |_| a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958; or

(aa) |_| a plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, the laws of which permit the purchase of securities of this type,
for the benefit of its employees and (ii) the governing investment guidelines of
which permit the purchase of securities of this type; or

(bb) |_| a business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940; or


<PAGE>


(cc) |_| a corporation (other than a U.S. bank, savings and loan association or
equivalent foreign institution), partnership, Massachusetts or similar business
trust, or an organization described in Section 501(c)(3) of the Internal Revenue
Code; or

(dd) |_| a U.S. bank, savings and loan association or equivalent foreign
institution, which has an audited net worth of at least $25 million as
demonstrated in its latest annual financial statements; or

(ee) |_| an investment adviser registered under the Investment Advisers Act; or

b. |_| greater than $10 million, and the undersigned is a broker-dealer
registered with the SEC; or

c. |_| less than $ 10 million, and the undersigned is a broker-dealer registered
with the SEC and will only purchase Rule 144A securities in transactions in
which it acts as a riskless principal (as defined in Rule 144A); or

d. |_| less than $100 million, and the undersigned is an investment company
registered under the Investment Company Act of 1940, which, together with one or
more registered investment companies having the same or an affiliated investment
adviser, owns at least $100 million of eligible securities; or

e. |_| less than $100 million, and the undersigned is an entity, all the equity
owners of which are qualified institutional buyers.

The undersigned further certifies that it is purchasing a Privately Offered
Certificate for its own account or for the account of others that independently
qualify as "Qualified Institutional Buyers" as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance on
its continued compliance with Rule 144A. It is aware that the transferor may
rely on the exemption from the provisions of Section 5 of the Act provided by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account or for
the account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an
institutional "accredited investor," as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public offering.

The undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Privately Offered Certificates, it will not transfer or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate in the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional "accredited
investor," the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling and
Servicing Agreement, dated as of _______1, 200_, among Structured Asset Mortgage
Investments II Inc., [NAME OF MASTER SERVICER], [NAME OF MORTGAGE LOAN SELLER]
and [NAME OF TRUSTEE], as Trustee, pursuant to Certificates were issued.


<PAGE>


The undersigned certifies that it either: (i) is not acquiring the Privately
Offered Certificate directly or indirectly by, or on behalf of, an employee
benefit plan or other retirement arrangement which is subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended, or section 4975 of
the Internal Revenue Code of 1986, as amended, or (ii) is providing a
representation or an opinion of counsel to the effect that the proposed transfer
and holding of a Privately Offered Certificate and the servicing, management and
operation of the Trust and its assets: (I) will not result in any prohibited
transaction which is not covered under a prohibited transaction exemption,
including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14,
PTE 91-38, PTE 90- 1, PTE 95-60, PTE 96-23 and (II) will not give rise to any
additional fiduciary duties on the part of the Depositor, the Master Servicer,
the Securities Administrator or the Trustee or (iii) has attached hereto the
opinion specified in Section 5.07 of the Agreement.

If the Purchaser proposes that its Certificates be registered in the name of a
nominee on its behalf, the Purchaser has identified such nominee below, and has
caused such nominee to complete the Nominee Acknowledgment at the end of this
letter. Name of Nominee (if any):

IN WITNESS WHEREOF, this document has been executed by the undersigned who is
duly authorized to do so on behalf of the undersigned Eligible Purchaser on the
____ day of ___________, 20___.

Very truly yours,

[PURCHASER]

By:________________________________  (Authorized Officer)

[By:_______________________________  Attorney-in-fact]
Nominee Acknowledgment

The undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be the
Purchaser identified above, for whom the undersigned is acting as nominee.

[NAME OF NOMINEE]

By:________________________________  (Authorized Officer)

[By:_______________________________  Attorney-in-fact]


<PAGE>


EXHIBIT G

FORM OF CUSTODIAL AGREEMENT

THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement'), dated as of _____ __, 200_, by and among [NAME OF TRUSTEE], as
trustee (including its successors under the Pooling and Servicing Agreement
defined below, the "Trustee"), STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
company (together with any successor in interest, the "Company"), [NAME OF
MASTER SERVICER], as master servicer and securities administrator (together with
any successor in interest or successor under the Pooling and Servicing Agreement
referred to below, the "Master Servicer") and [NAME OF CUSTODIAN], as custodian
(together with any successor in interest or any successor appointed hereunder,
the "Custodian").

WITNESSETH THAT:

WHEREAS, the Company, the Master Servicer and the Trustee have entered into a
Pooling and Servicing Agreement, dated as of ______ 1, 200_, relating to the
issuance of [SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates,
Series 200_-_ (as in effect on the date of this agreement, the "Original Pooling
and Servicing Agreement," and as amended and supplemented from time to time, the
"Pooling and Servicing Agreement'); and

WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Company or the Master Servicer under the Pooling and Servicing
Agreement and the Servicers under their respective Servicing Agreements, all
upon the terms and conditions and subject to the limitations hereinafter set
forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Company, the Master Servicer
and the Custodian hereby agree as follows:

ARTICLE I.  DEFINITIONS

Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned in the Original Pooling and Servicing Agreement, unless
otherwise required by the context herein.

ARTICLE II.  CUSTODY OF MORTGAGE DOCUMENTS

Section 2.1. Custodian to Act as Agent: Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges (subject to any exceptions noted in the Initial Certification
referred to in Section 2.3(a) receipt of the Mortgage Files relating to the
Mortgage Loans identified on the schedule attached hereto (the "Mortgage Files")
and declares that it holds and will hold such Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.

Section 2.2. Recordation of Assignments. If any Mortgage File includes one or
more assignments of Mortgage to the Trustee in a state which is specifically
excluded from the Opinion of Counsel delivered by the Depositor to the Trustee
(with a copy to the Custodian) pursuant to the provisions of Section 2.01 of the
Pooling and Servicing Agreement, each such assignment shall be delivered by the
Custodian to the Company for the purpose of recording it in the appropriate
public office for real property records, and the Company, at no expense to the
Custodian, shall promptly cause to be recorded in the appropriate public office
for real property records each such assignment of Mortgage and, upon receipt
thereof from such public office, shall return each such assignment of Mortgage
to the Custodian.


<PAGE>


Section 2.3. Review of Mortgage Files.

(a) On or prior to the Closing Date, in accordance with Section 2.02 of the
Pooling and Servicing Agreement, the Custodian shall deliver to the Trustee an
Initial Certification in the form annexed hereto as Exhibit Kne evidencing
receipt (subject to any exceptions noted therein) of a Mortgage File for each of
the Mortgage Loans listed on the Schedule attached hereto (the "Mortgage Loan
Schedule").

(b) Within 90 days of the Closing Date, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling and Servicing Agreement, each such document, and shall deliver to
the Depositor and the Trustee an Interim Certification in the form annexed
hereto as Exhibit Two to the effect that all such documents have been executed
and received and that such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.

(c) Not later than 180 days after the Closing Date, the Custodian shall review
the Mortgage Files as provided in Section 2.02 of the Pooling and Servicing
Agreement and deliver to the Depositor and the Trustee a Final Certification in
the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.

(d) In reviewing the Mortgage Files as provided herein and in the Pooling and
Servicing Agreement, the Custodian shall make no representation as to and shall
not be responsible to verify (i) the validity, legality, enforceability, due
authorization, recordability, sufficiency or genuineness of any of the documents
included in any Mortgage File or (ii) the collectibility, insurability,
effectiveness or suitability of any of the documents in any Mortgage File.
Upon receipt of written request from the Trustee, the Custodian shall as soon as
practicable supply the Trustee with a list of all of the documents relating to
the Mortgage Loans missing from the Mortgage Files.

Section 2.4. Notification of Breaches of Representations and Warranties. Upon
discovery by the Custodian of a breach of any representation or warranty made by
the Company as set forth in the Pooling and Servicing Agreement with respect to
a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
written notice to the Company, the related Servicer and the Trustee.

Section 2.5. Custodian to Cooperate: Release of Mortgage Files. Upon receipt of
written notice from the Trustee that the Mortgage Loan Seller has repurchased a
Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement, and
that the purchase price therefore has been deposited in the Master Servicer
Collection Account or the Distribution Account, then the Custodian agrees to
promptly release to the Mortgage Loan Seller the related Mortgage File.

Upon the Custodian's receipt of a request for release (a "Request for Release")
substantially in the form of Exhibit D to the Pooling and Servicing Agreement
signed by a Servicing Officer of the related Servicer stating that it has
received payment in full of a Mortgage Loan or that


<PAGE>


payment in full will be escrowed in a manner customary for such purposes, the
Custodian agrees promptly to release to the related Servicer the related
Mortgage File. The Company shall deliver to the Custodian and the Custodian
agrees to accept the Mortgage Note and other documents constituting the Mortgage
File with respect to any Substitute Mortgage Loan.

From time to time as is appropriate for the servicing or foreclosure of any
Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy, the related Servicer shall deliver to the Custodian a Request
for Release signed by a Servicing Officer requesting that possession of all of
the Mortgage File be released to the related Servicer and certifying as to the
reason for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Insurance
Policies. Upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File to the related Servicer. The related Servicer shall cause each
Mortgage File or any document therein so released to be returned to the
Custodian when the need therefore by the related Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Master Servicer
Collection Account or the Distribution Account or (ii) the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the related Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery.

At any time that a Servicer is required to deliver to the Custodian a Request
for Release, the Servicer shall deliver two copies of the Request for Release if
delivered in hard copy or the Servicer may furnish such Request for Release
electronically to the Custodian, in which event the Servicing Officer
transmitting the same shall be deemed to have signed the Request for Release. In
connection with any Request for Release of a Mortgage File because of a
repurchase of a Mortgage Loan, such

Request for Release shall be accompanied by an assignment of mortgage, without
recourse, representation or warranty from the Trustee to the Mortgage Loan
Seller and the related Mortgage Note shall be endorsed without recourse by the
Trustee and be returned to the Mortgage Loan Seller. In connection with any
Request for Release of a Mortgage File because of the payment in full of a
Mortgage Loan, such Request for Release shall be accompanied by a certificate of
satisfaction or other similar instrument to be executed by or on behalf of the
Trustee and returned to the related Servicer.

Section 2.6. Assumption Agreements. In the event that any assumption agreement,
substitution of liability agreement or sale of servicing agreement is entered
into with respect to any Mortgage Loan subject to this Agreement in accordance
with the terms and provisions of the Pooling and Servicing Agreement, the Master
Servicer, to the extent provided in the related Servicing Agreement, shall cause
the related Servicer to notify the Custodian that such assumption or
substitution agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which shall be added to
the related Mortgage File and, for all purposes, shall be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.


<PAGE>


ARTICLE III.  CONCERNING THE CUSTODIAN

Section 3.1. Custodian as Bailee and Agent of the Trustee. With respect to each
Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee and the
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
Mortgage File shall be delivered by the Custodian to the Company, the Servicers
or the Master Servicer or otherwise released from the possession of the
Custodian.

Section 3.2. Reserved.

Section 3.3. Custodian May Own Certificates. The Custodian 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 Custodian.

Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith or to the extent that such cost or expense is
indemnified by the Company pursuant to the Pooling and Servicing Agreement.

Section 3.5. Custodian May Resign Trustee May Remove Custodian. The Custodian
may resign from the obligations and duties hereby imposed upon it as such
obligations and duties relate to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of resignation, the Trustee shall either take custody
of the Mortgage Files itself and give prompt notice thereof to the Company, the
Master Servicer and the Custodian, or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the Mortgage Files and no successor
Custodian shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor
Custodian.

The Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision or
examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.7 and shall be unaffiliated with the
Company.

Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company


<PAGE>


and the Master Servicer of the appointment of any successor Custodian. No
successor Custodian shall be appointed by the Trustee without the prior approval
of the Company and the Master Servicer.

Section 3.6. Merger or Consolidation of Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian 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 3.7. Representations of the Custodian. The Custodian hereby represents
that it is a depository institution subject to supervision or examination by a
federal or state authority, has a combined capital and surplus of at least
$15,000,000 and is qualified to do business in the jurisdictions in which it
will hold any Mortgage File.

ARTICLE IV.  MISCELLANEOUS PROVISIONS

Section 4.1. Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.

Section 4.2. Amendments. No modification or amendment of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment hereof except as permitted by the Pooling
and Servicing Agreement. The Trustee shall give prompt notice to the Custodian
of any amendment or supplement to the Pooling and Servicing Agreement and
furnish the Custodian with written copies thereof.

Section 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 4.4. Recordation of Agreement. To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Company and at the Trust's expense, but only upon
direction accompanied by an Opinion of Counsel reasonably satisfactory to the
Company to the effect that the failure to effect such recordation is likely to
materially and adversely affect 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


<PAGE>


of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.

Section 4.5. 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.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.

                     Address: [NAME OF TRUSTEE], as Trustee

                     By:_______________________________
                     Name:
                     Title:


                     Address: STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                     383 Madison Avenue New York, New York 10179

                     By:_______________________________
                     Name:
                     Title:


                     Address: [NAME OF MASTER SERVICER], as  Master Servicer

                     By:_______________________________
                     Name:
                     Title:

                     Address: [NAME OF CUSTODIAN], as Custodian

                     By:_______________________________
                     Name:
                     Title:


<PAGE>


STATE OF NEW YORK  )
                   )ss.:
COUNTY OF NEW YORK )

On the __ day of _______ 200_ before me, a notary public in and for said State,
personally appeared _______________, known to me to be a _________________of
______________, a ____________________ that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation
and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

_______________________________  Notary Public

[SEAL]


<PAGE>


STATE OF NEW YORK  )
                   )ss.:
COUNTY OF NEW YORK )

On the __ day of _______ 200_ before me, a notary public in and for said State,
personally appeared _______________, known to me to be a _________________of
______________, a ____________________ that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation
and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

_______________________________  Notary Public

[SEAL]


<PAGE>


STATE OF NEW YORK  )
                   )ss.:
COUNTY OF NEW YORK )

On the __ day of _________ 200_ before me, a notary public in and for said
State, personally appeared ________________, known to me to be a
________________ of Structured Asset Mortgage Investments II Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

_______________________________  Notary Public

[Notarial Seal]


<PAGE>


STATE OF NEW YORK  )
                   )ss.:
COUNTY OF NEW YORK )

On the __ day of _______ 200_ before me, a notary public in and for said State,
personally appeared _______________, known to me to be a _________________of
______________, a ____________________ that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation
and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

_______________________________  Notary Public

[SEAL] EXHIBIT KNE


<PAGE>


FORM OF CUSTODIAN INITIAL CERTIFICATION

_____ __, 20__
[ADDRESS OF TRUSTEE] Structured Asset Mortgage Investments II Inc. 383 Madison
Avenue New York, New York 10179

Attention: Structured Asset Mortgage Investments II Inc. [SERIES DESIGNATION]
200_-_, Mortgage Pass-Through Certificates, Series 200_-_

Re: Custodial Agreement, dated as of ________ __, 200_, by and among [NAME OF
TRUSTEE], Structured Asset Mortgage Investments II Inc., [NAME OF MASTER
SERVICER] and [NAME OF CUSTODIAN] relating to [SERIES DESIGNATION] 200_-_,
Mortgage Pass-Through Certificates, Series 200_-_
----------------------------------------------------------------

Ladies and Gentlemen:

In accordance with Section 2.3 of the above-captioned Custodial Agreement, and
subject to Section 2.02 of the Pooling and Servicing Agreement, the undersigned,
as Custodian, hereby certifies that it has received a Mortgage File (which
contains an original Mortgage Note or lost note affidavit) to the extent
required in Section 2.01 of the Pooling and Servicing Agreement with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.

Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Custodial Agreement.

                                        [NAME OF CUSTODIAN]

                                        By:_______________________________
                                        Name:
                                        Title:


<PAGE>


EXHIBIT TWO

FORM OF CUSTODIAN INTERIM CERTIFICATION

_______ __, 20__
[ADDRESS OF TRUSTEE] Structured Asset Mortgage Investments II Inc. 383 Madison
Avenue New York, New York 10179 Attention: Structured Asset Mortgage Investments
II Inc. [SERIES DESIGNATION] 200_-_, Mortgage Pass-Through Certificates, Series
200_-_

Re: Custodial Agreement, dated as of ________ __, 200_, by and among [NAME OF
TRUSTEE], Structured Asset Mortgage Investments II Inc., [NAME OF MASTER
SERVICER] and [NAME OF CUSTODIAN] relating to [SERIES DESIGNATION] 200_-_,
Mortgage Pass-Through Certificates, Series 200_-_
----------------------------------------------------------------

Ladies and Gentlemen:

In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.

Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Custodial Agreement.

[NAME OF CUSTODIAN]

By:________________________________     Name:______________________________
Title:_____________________________


<PAGE>


EXHIBIT THREE

FORM OF CUSTODIAN FINAL CERTIFICATION
_______, 20__

[ADDRESS OF TRUSTEE] Structured Asset Mortgage Investments II Inc. 383 Madison
Avenue New York, New York 10179

Attention: Structured Asset Mortgage Investments II Inc. [SERIES DESIGNATION]
200_-_, Mortgage Pass-Through Certificates, Series 200_-_

Re: Custodial Agreement, dated as of ________ __, 200_, by and among [NAME OF
TRUSTEE], Structured Asset Mortgage Investments II Inc., [NAME OF MASTER
SERVICER] and [NAME OF CUSTODIAN] relating to [SERIES DESIGNATION] 200_-_,
Mortgage Pass-Through Certificates, Series 200_-_
----------------------------------------------------------------------

Ladies and Gentlemen:

In accordance with Section 2.3 of the above-captioned Custodial Agreement and
subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing with respect to (I) each Mortgage Loan (other than a Cooperative
Loan):

(i) The original Mortgage Note, endorsed without recourse to the order of the
Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or a lost note affidavit
together with a copy of the related Mortgage Note;

(ii) The original Mortgage and, if the related Mortgage Loan is a MOM Loan,
noting the presence of the MIN and language indicating that such Mortgage Loan
is a MOM Loan, which shall have been recorded (or if the original is not
available, a copy), with evidence of such recording indicated thereon (or if the
original is not available, a copy), with evidence of such recording indicated
thereon (or if the original Security Instrument, assignments to the Trustee or
intervening assignments thereof which have been delivered, are being delivered
or will, upon receipt of recording information relating to the Security
Instrument required to be included thereon, be delivered to recording offices
for recording and have not been returned to the Depositor in time to permit
their recording as specified in Section 2.01(b) of the Pooling and Servicing
Agreement, shall be in recordable form);

(iii) unless the Mortgage Loan is a MOM Loan, a certified copy of the assignment
(which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to "[NAME OF TRUSTEE],
as Trustee", with evidence of recording with respect to each Mortgage Loan in
the name of the Trustee thereon (or if (A) the original Security Instrument,
assignments to the Trustee or intervening assignments thereof which have been
delivered, are being delivered or will, upon receipt of recording information
relating to the Security Instrument required to be included thereon, be
delivered to recording offices for recording and have not been returned to the
Depositor in time to permit their delivery as specified in Section 2.01(b) of
the Pooling and Servicing Agreement, a true copy thereof with a certification by
the Depositor, on the face of such copy, substantially as follows: "Certified to
be a true and correct copy of the original, which has been transmitted for
recording" or (B) the related Mortgaged Property is located in a state other
than Maryland and an Opinion of Counsel has been provided as set forth in
Section 2.01(b), shall be in recordable form);

(iv) all intervening assignments of the Security Instrument, if applicable and
only to the extent available to the Depositor with evidence of recording
thereon;


<PAGE>


(v) the original or a copy of the policy or certificate of primary mortgage
guaranty insurance, to the extent available, if any;

(vi) the original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance; and

(vii) originals of all modification agreements, if applicable and available.

and (II) with respect to each Cooperative Loan so assigned:

(i) The original Mortgage Note, endorsed without recourse to the order of the
Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or lost note affidavit,
together with a copy of the related Mortgage Note;

(ii) A counterpart of the Cooperative Lease and the Assignment of Proprietary
Lease to the originator of the Cooperative Loan with intervening assignments
showing an unbroken chain of title from such originator to the Trustee;

(iii) The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan, together with
an undated stock power (or other similar instrument) executed in blank;

(iv) The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan; (v) The Security
Agreement;

(vi) Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured party,
each with evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of Proprietary Lease;

(vii) Copies of the filed UCC-3 assignments of the security interest referenced
in clause (vi) above showing an unbroken chain of title from the originator to
the Trustee, each with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of Proprietary
Lease;

(viii) An executed assignment of the interest of the originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition agreement
referenced in clause (iv) above, showing an unbroken chain of title from the
originator to the Trustee; and

(ix) The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Cooperative Loan.

Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Custodial Agreement or in the Pooling
and Servicing Agreement, as applicable.


[NAME OF CUSTODIAN]
By:________________________________     Name:______________________________
Title:_____________________________


<PAGE>


EXHIBIT H [1-5]

SERVICING AGREEMENTS

[Provided Upon Request]



<PAGE>


EXHIBIT I

ASSIGNMENT AGREEMENTS

[Provided Upon Request]


<PAGE>


EXHIBIT J

MORTGAGE LOAN PURCHASE AGREEMENT

[Provided Upon Request]


<PAGE>


                                    EXHIBIT K

             FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

         This certificate is being delivered pursuant to Section 3.16 of the
Pooling and Servicing Agreement, dated as of January 1, 2006 (the "Agreement"),
among STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as depositor (the
"Depositor"), EMC Mortgage Corporation as sponsor (in that capacity, the
"Sponsor") and as master servicer (in that capacity, the "Master Servicer") and
LaSalle Bank National Association as trustee (the "Trustee"). Capitalized terms
used herein and not otherwise defined have the meanings set forth in the
Agreement.

         I, [identify the certifying individual], on behalf of LaSalle Bank
National Association, as trustee (the "Trustee") certify that:

         1. I have reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution or servicing reports
filed in respect of periods included in the year covered by that annual report,
of the trust (the "Trust") created pursuant to the Agreement; and

         2. Based on my knowledge, the distribution information in these reports
and any other information provided by the Trustee for inclusion in these
reports, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which the statements were made, not misleading
as of the last day of the period covered by that annual report.

                                    Date:_______________________________________

                                    [Signature]
                                    Name:
                                    Title:


<PAGE>


                                    EXHIBIT L

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE
KEY:
X - obligation
[X] - under consideration for obligation

Where there are multiple checks for criteria the attesting party will identify
in their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
REG AB REFERENCE   SERVICING CRITERIA                 PRIMARY       MASTER     SECURITIES    CUSTODIAN    PAYING       TRUSTEE
                                                      SERVICER      SERVICER   ADMIN                      AGENT
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S>                <C>                                <C>          <C>          <C>          <C>          <C>          <C>
                   GENERAL SERVICING CONSIDERATIONS
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(1)(i)      Policies   and   procedures   are       X            X            X                                      X
                   instituted    to   monitor    any                                                                   (Sec. 9.01)
                   performance   or  other  triggers
                   and    events   of   default   in
                   accordance  with the  transaction
                   agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(1)(ii)     If   any    material    servicing       X            X            X
                   activities   are   outsourced  to
                   third   parties,   policies   and
                   procedures   are   instituted  to
                   monitor    the   third    party's
                   performance  and compliance  with
                   such servicing activities.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Any     requirements    in    the
                   transaction     agreements     to
                   maintain a back-up  servicer  for
1122(d)(1)(iii)    the Pool Assets are maintained.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(1)(iv)     A  fidelity  bond and  errors and       X            X
                   omissions  policy is in effect on
                   the  party  participating  in the
                   servicing   function   throughout
                   the   reporting   period  in  the
                   amount of  coverage  required  by
                   and otherwise in accordance  with
                   the  terms  of  the   transaction
                   agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   CASH COLLECTION AND
                   ADMINISTRATION
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(2)(i)      Payments   on  pool   assets  are       X            X            X                         X
                   deposited  into  the  appropriate
                   custodial   bank   accounts   and
                   related  bank  clearing  accounts
                   no more  than two  business  days
                   following receipt,  or such other
                   number of days  specified  in the
                   transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Disbursements   made   via   wire       X            X            X                         X            X
                   transfer  on behalf of an obligor
                   or to an  investor  are made only
1122(d)(2)(ii)     by authorized personnel.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Advances  of funds or  guarantees       X            X            X                         X            X
                   regarding    collections,    cash                                                                   (Sec. 8.01)
                   flows or  distributions,  and any
                   interest  or other  fees  charged
                   for  such  advances,   are  made,
                   reviewed    and    approved    as
                   specified   in  the   transaction
1122(d)(2)(iii)    agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
REG AB REFERENCE   SERVICING CRITERIA                 PRIMARY       MASTER     SECURITIES    CUSTODIAN    PAYING       TRUSTEE
                                                      SERVICER      SERVICER   ADMIN                      AGENT
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S>                <C>                                <C>          <C>          <C>          <C>          <C>          <C>
                   The  related   accounts  for  the                   [X]                                                  X
                   transaction,    such    as   cash
                   reserve   accounts   or  accounts
                   established  as a  form  of  over
                   collateralization,            are
                   separately    maintained   (e.g.,
                   with  respect to  commingling  of
                   cash)   as  set   forth   in  the
1122(d)(2)(iv)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Each    custodial    account   is       X            X            X                                      X
                   maintained    at   a    federally
                   insured  depository   institution
                   as set  forth in the  transaction
                   agreements.  For purposes of this
                   criterion,   "federally   insured
                   depository    institution"   with
                   respect  to a  foreign  financial
                   institution   means   a   foreign
                   financial  institution that meets
                   the    requirements    of    Rule
                   13k-1(b)(1)   of  the  Securities
1122(d)(2)(v)      Exchange Act.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Unissued  checks are  safeguarded       X
                   so  as  to  prevent  unauthorized
1122(d)(2)(vi)     access.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(2)(vii)    Reconciliations  are  prepared on       X            X            X                         X            X
                   a    monthly    basis   for   all
                   asset-backed  securities  related
                   bank     accounts,      including
                   custodial  accounts  and  related
                   bank  clearing  accounts.   These
                   reconciliations      are      (A)
                   mathematically    accurate;   (B)
                   prepared  within 30 calendar days
                   after the bank  statement  cutoff
                   date,  or such  other  number  of
                   days     specified     in     the
                   transaction    agreements;    (C)
                   reviewed  and approved by someone
                   other   than   the   person   who
                   prepared the reconciliation;  and
                   (D)  contain   explanations   for
                   reconciling      items.     These
                   reconciling  items  are  resolved
                   within 90 calendar  days of their
                   original identification,  or such
                   other  number  of days  specified
                   in the transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   INVESTOR REMITTANCES AND
                   REPORTING
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(3)(i)      Reports to  investors,  including       X            X            X                                      X
                   those  to  be   filed   with  the
                   Commission,   are  maintained  in
                   accordance  with the  transaction
                   agreements     and     applicable
                   Commission          requirements.
                   Specifically,  such  reports  (A)
                   are prepared in  accordance  with
                   timeframes  and  other  terms set
                   forth    in    the    transaction
                   agreements;      (B)      provide
                   information     calculated     in
                   accordance    with   the    terms
                   specified   in  the   transaction
                   agreements;  (C) are  filed  with
                   the Commission as required by its
                   rules  and  regulations;  and (D)
                   agree  with   investors'  or  the
                   trustee's records as to the total
                   unpaid   principal   balance  and
                   number of Pool Assets serviced by
                   the Servicer.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
REG AB REFERENCE   SERVICING CRITERIA                 PRIMARY       MASTER     SECURITIES    CUSTODIAN    PAYING       TRUSTEE
                                                      SERVICER      SERVICER   ADMIN                      AGENT
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S>                <C>                                <C>          <C>          <C>          <C>          <C>          <C>
                   Amounts  due  to  investors   are       X            X            X                         X            X
                   allocated    and    remitted   in
                   accordance    with    timeframes,
                   distribution  priority  and other
                   terms    set    forth    in   the
1122(d)(3)(ii)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Disbursements    made    to    an       X            X            X                         X            X
                   investor  are  posted  within two
                   business  days to the  Servicer's
                   investor  records,  or such other
                   number of days  specified  in the
1122(d)(3)(iii)    transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Amounts   remitted  to  investors       X            X            X                         X            X
                   per the  investor  reports  agree
                   with cancelled  checks,  or other
                   form  of  payment,  or  custodial
1122(d)(3)(iv)     bank statements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   POOL ASSET ADMINISTRATION
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(i)      Collateral  or  security  on pool       X            X
                   assets is  maintained as required
                   by the transaction  agreements or
                   related pool asset documents.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ii)     Pool     assets    and    related       X            X
                   documents  are   safeguarded   as
                   required   by   the   transaction
                   agreements
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iii)    Any   additions,    removals   or       X            X                                                   X
                   substitutions  to the asset  pool
                   are made,  reviewed  and approved
                   in     accordance     with    any
                   conditions  or   requirements  in
                   the transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(iv)     Payments    on    pool    assets,       X
                   including  any  payoffs,  made in
                   accordance  with the related pool
                   asset  documents  are  posted  to
                   the  Servicer's  obligor  records
                   maintained   no  more   than  two
                   business days after  receipt,  or
                   such   other   number   of   days
                   specified   in  the   transaction
                   agreements,   and   allocated  to
                   principal,   interest   or  other
                   items    (e.g.,     escrow)    in
                   accordance  with the related pool
                   asset documents.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   The Servicer's records regarding X
                   the  pool  assets  agree  with the
                   Servicer's records with respect to
                   an obligor's unpaid principal
1122(d)(4)(v)      balance.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Changes   with   respect  to  the       X            X
                   terms or status  of an  obligor's
                   pool    assets    (e.g.,     loan
                   modifications  or re-agings)  are
                   made,  reviewed  and  approved by
                   authorized      personnel      in
                   accordance  with the  transaction
                   agreements   and   related   pool
1122(d)(4)(vi)     asset documents.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Loss   mitigation   or   recovery       X            X
                   actions    (e.g.,     forbearance
                   plans,  modifications  and  deeds
                   in    lieu    of     foreclosure,
                   foreclosures  and  repossessions,
                   as  applicable)   are  initiated,
                   conducted    and   concluded   in
                   accordance  with  the  timeframes
                   or       other       requirements
                   established  by  the  transaction
1122(d)(4)(vii)    agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
REG AB REFERENCE   SERVICING CRITERIA                 PRIMARY       MASTER     SECURITIES    CUSTODIAN    PAYING       TRUSTEE
                                                      SERVICER      SERVICER   ADMIN                      AGENT
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S>                <C>                                <C>          <C>          <C>          <C>          <C>          <C>
1122(d)(4)(viii)   Records  documenting   collection       X
                   efforts  are  maintained   during
                   the   period  a  pool   asset  is
                   delinquent  in  accordance   with
                   the transaction agreements.  Such
                   records  are   maintained  on  at
                   least a  monthly  basis,  or such
                   other  period  specified  in  the
                   transaction    agreements,    and
                   describe the entity's  activities
                   in  monitoring   delinquent  pool
                   assets  including,  for  example,
                   phone calls,  letters and payment
                   rescheduling   plans   in   cases
                   where   delinquency   is   deemed
                   temporary   (e.g.,   illness   or
                   unemployment).
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(ix)     Adjustments  to interest rates or       X            X
                   rates of return  for pool  assets
                   with variable  rates are computed
                   based on the  related  pool asset
                   documents.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
1122(d)(4)(x)      Regarding   any  funds   held  in       X
                   trust  for an  obligor  (such  as
                   escrow accounts):  (A) such funds
                   are analyzed,  in accordance with
                   the    obligor's    pool    asset
                   documents,  on at least an annual
                   basis,   or  such  other   period
                   specified   in  the   transaction
                   agreements;  (B) interest on such
                   funds is paid,  or  credited,  to
                   obligors   in   accordance   with
                   applicable  pool asset  documents
                   and  state  laws;  and  (C)  such
                   funds   are   returned   to   the
                   obligor  within 30 calendar  days
                   of full  repayment of the related
                   pool   assets,   or  such   other
                   number of days  specified  in the
                   transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Payments  made  on  behalf  of an       X
                   obligor    (such    as   tax   or
                   insurance  payments)  are made on
                   or before the related  penalty or
                   expiration  dates,  as  indicated
                   on  the   appropriate   bills  or
                   notices   for   such    payments,
                   provided  that such  support  has
                   been  received by the servicer at
                   least 30  calendar  days prior to
                   these   dates,   or  such   other
                   number of days  specified  in the
1122(d)(4)(xi)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Any late  payment  penalties in X
                   connection with any payment to be
                   made on behalf of an obligor  are
                   paid  from the  Servicer's  funds
                   and not  charged to the  obligor,
                   unless the late  payment  was due
                   to the obligor's error
1122(d)(4)(xii)    or omission.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------- ---------- ------------- ------------ ------------ ------------
REG AB REFERENCE   SERVICING CRITERIA                 PRIMARY       MASTER     SECURITIES    CUSTODIAN    PAYING       TRUSTEE
                                                      SERVICER      SERVICER   ADMIN                      AGENT
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S>                <C>                                <C>          <C>          <C>          <C>          <C>          <C>
                   Disbursements made on behalf of X
                   an obligor are posted  within two
                   business  days  to the  obligor's
                   records    maintained    by   the
                   servicer, or such other number of
                   days specified in the transaction
                   agreements.
1122(d)(4)(xiii)
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Delinquencies,   charge-offs  and                    X            X                                      X
                   uncollectible     accounts    are
                   recognized    and   recorded   in
                   accordance  with the  transaction
1122(d)(4)(xiv)    agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
                   Any   external   enhancement   or                                 X                                      X
                   other   support,   identified  in
                   Item  1114(a)(1)  through  (3) or
                   Item  1115 of  Regulation  AB, is
                   maintained  as set  forth  in the
1122(d)(4)(xv)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>


<PAGE>


                                    EXHIBIT M

                        FORM 10-D, FORM 8-K AND FORM 10-K
                            REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party
shall be primarily responsible for reporting the information to the Securities
Administrator pursuant to Section 3.18(a)(iv). If the Securities Administrator
is indicated below as to any item, then the Securities Administrator is
primarily responsible for obtaining that information.

Under Item 1 of Form 10-D: a) items marked "6.07 statement" are required to be
included in the periodic Distribution Date statement under Section 6.07,
provided by the Securities Administrator based on information received from the
Master Servicer; and b) items marked "Form 10-D report" are required to be in
the Form 10-D report but not the 6.07 statement, provided by the party
indicated. Information under all other Items of Form 10-D is to be included in
the Form 10-D report.

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
10-D           Must be filed within 15 days of the distribution date for the asset-backed securities.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               1               DISTRIBUTION AND POOL PERFORMANCE INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM  1121(A)  -   DISTRIBUTION   AND  POOL   PERFORMANCE
                               INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (1) Any applicable record dates, accrual dates,            6.07 statement
                               determination dates for
                               calculating distributions and actual distribution
                               dates for the distribution period.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (2) Cash flows received and the sources thereof            6.07 statement
                               for distributions, fees and
                               expenses.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (3) Calculated amounts and distribution of the             6.07 statement
                               flow of funds for the period itemized by
                               type and priority of payment, including:

-------------- --------------- ---------------------------------------------------------- ---------------------------
                                        (i) Fees or expenses accrued and paid,            6.07 statement
                               with an identification of the general
                               purpose of such fees and the party
                               receiving such fees or expenses.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                                        (ii) Payments accrued or paid with                6.07 statement
                               respect to enhancement or other support
                               identified in Item 1114 of Regulation AB
                               (such as insurance premiums or other
                               enhancement maintenance fees), with an
                               identification of the general purpose of
                               such payments and the party receiving
                               such payments.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                                        (iii) Principal, interest and other               6.07 statement
                               distributions accrued and paid on the
                               asset-backed securities by type and by
                               class or series and any principal or
                               interest shortfalls or carryovers.
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
                                        (iv) The amount of excess cash flow or            6.07 statement
                               excess spread and the disposition
                               of excess cash flow.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (4) Beginning and ending principal balances of             6.07 statement
                               the asset-backed securities.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (5) Interest rates applicable to the pool assets           6.07 statement
                               and the  asset-backed securities,
                               as applicable. Consider providing interest rate
                               information for pool assets in appropriate
                               distributional groups or incremental ranges.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (6) Beginning and ending balances of transaction           6.07 statement
                               6.07 statement accounts, such as reserve
                               accounts, and material account activity during
                               the period.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (7) Any amounts drawn on any credit enhancement            6.07 statement
                               or other support identified in
                               Item 1114 of Regulation AB, as applicable, and
                               the amount of coverage remaining under any such
                               enhancement, if known and applicable.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (8) Number and amount of pool assets at the                6.07 statement
                               beginning 6.07 statement and ending of each
                               period, and updated pool composition information,          Updated pool composition information
                               such as weighted average coupon,                           fields to be as specified by Depositor
                               weighted average life, weighted average                    from time to time
                               remaining term, pool factors and
                               prepayment amounts.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (9) Delinquency and loss information for the period.       6.07 statement.
                               In  addition,   describe  any  material  changes  to  the
                               information  specified in Item  1100(b)(5)  of Regulation  Form 10-D  report:  Master
                               AB regarding the pool assets.                              Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (10) Information on the amount, terms and general          6.07 statement.
                               purpose of any advances made or
                               reimbursed during the period, including the
                               general use of funds advanced and the general
                               source of funds for reimbursements.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (11) Any material modifications, extensions or             6.07 statement.
                               waivers to pool asset terms, fees,
                               penalties or payments during the distribution
                               period or that have cumulatively become material
                               over time.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (12) Material breaches of pool asset                       Form 10-D report:
                               representations or  warranties                             Securities Administrator
                               or transaction covenants.                                  (subject   to    Depositor
                                                                                          approval)
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               (13) Information on ratio, coverage or other               6.07 statement.
                               tests used for determining any early amortization,
                               liquidation or other performance trigger and
                               whether the trigger was met.
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
                               (14) Information regarding any new issuance of             Form 10-D report: Depositor
                                asset-backed securities backed by the same asset pool,

                               [information  regarding]  any pool asset  changes (other   Form 10-D report: Master Servicer

                               than in connection with a pool asset converting into
                               cash in accordance with its terms), such as additions or
                               removals in connection with a prefunding or revolving
                               period and pool asset substitutions and repurchases (and
                               purchase rates, if applicable), and cash flows available
                               for future purchases, such as the balances of any
                               prefunding or revolving accounts, if applicable.

                               Disclose any material changes in the solicitation,
                               credit-granting, underwriting, origination, acquisition or
                               pool selection criteria or procedures, as applicable,

                               used to originate, acquire or select the new pool assets.  Form 10-D  report:  Master
                                                                                          Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM   1121(B)  -   PRE-FUNDING   OR   REVOLVING   PERIOD  Depositor
                               INFORMATION

                               Updated pool information as required under Item
                               1121(b).
-------------- --------------- ---------------------------------------------------------- ---------------------------
               2               LEGAL PROCEEDINGS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Item 1117 - Legal proceedings pending against the
                               following entities, or their respective property,
                               that is material to Certificateholders, including
                               proceedings known to be contemplated by
                               governmental authorities:

                               Sponsor (Seller)
                                                                                          Sponsor
                               Depositor
                                                                                          Depositor
                               Trustee
                                                                                          Trustee
                               Issuing entity
                                                                                          Depositor
                               Master Servicer, affiliated Servicer, other
                               Servicer servicing 20% or more of pool assets at
                               time of report, Master Servicer other material
                               servicers

                               Certificate Administrator
                                                                                          Certificate Administrator

                               Originator  of 20%  or  more  of  pool  assets  as of the  Master Servicer
                               Cut-off Date

                               Custodian                                                  Custodian
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
               3               SALES OF SECURITIES AND USE OF PROCEEDS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               INFORMATION FROM ITEM 2(A) OF PART II OF FORM 10-Q:        Depositor

                               With respect to any sale of securities by the
                               sponsor, depositor or issuing entity, that are
                               backed by the same  asset pool or are
                               otherwise issued by the issuing entity, whether
                               or not registered, provide the sales and use of
                               proceeds information in Item 701 of Regulation
                               S-K. Pricing information can be omitted if
                               securities were not registered.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               4               DEFAULTS UPON SENIOR SECURITIES
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               INFORMATION FROM ITEM 3 OF PART II OF FORM 10-Q:

                               Report  the  occurrence  of any Event of  Default  (after
                               expiration  of any  grace  period  and  provision  of any  Trustee   or    Securities
                               required notice)                                           Administrator
-------------- --------------- ---------------------------------------------------------- ---------------------------
               5               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               INFORMATION FROM ITEM 4 OF PART II OF FORM 10-Q            Trustee   or    Securities
                                                                                          Administrator
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6               SIGNIFICANT OBLIGORS OF POOL ASSETS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION*  Master Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               *This information need only be reported on the
                               Form 10-D for the distribution period in which
                               updated information is required pursuant to the
                               Item.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               7               SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL
                               INFORMATION*

                               Determining applicable disclosure threshold                Securities Administrator

                                                                                          Securities Administrator
                               Obtaining  required  financial  information  or effecting
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
                               ITEM   1115(B)  -   DERIVATIVE   COUNTERPARTY   FINANCIAL
                               INFORMATION*

                               Determining current maximum probable exposure              Depositor

                               Determining current significance percentage
                                                                                          Securities Administrator

                               Obtaining  required  financial  information  or effecting  Securities Administrator
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               *This information need only be reported on the
                               Form 10-D for the distribution period in which
                               updated information is required pursuant to the
                               Items.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               8               OTHER INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               DISCLOSE ANY INFORMATION REQUIRED TO BE REPORTED           The Responsible Party for
                               ON FORM 8-K DURING THE                                     the applicable Form 8-K
                               PERIOD COVERED BY THE FORM 10-D BUT NOT  REPORTED          item as indicated below
-------------- --------------- ---------------------------------------------------------- ---------------------------
               9               EXHIBITS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Distribution report                                        Securities Administrator
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               EXHIBITS  REQUIRED BY ITEM 601 OF REGULATION S-K, SUCH AS  Depositor
                               MATERIAL AGREEMENTS
-------------- --------------- ---------------------------------------------------------- ---------------------------
8-K            Must be filed within four business days of an event reportable on Form 8-K.
-------------- ------------------------------------------------------------------------------------------------------
               1.01            ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required  regarding entry into or amendment  Master Servicer; or any
                               of any  definitive  agreement  that  is  material  to the  of the following that is
                               securitization, even if depositor is not a party.          a party to the agreement
                                                                                          if Master Servicer is
                               Examples: servicing agreement, custodial agreement.        not: Trustee, Sponsor,
                                                                                          Depositor, Certificate
                               Note:   disclosure   not   required   as  to   definitive  Administrator
                               agreements that are fully disclosed in the prospectus
-------------- --------------- ---------------------------------------------------------- ---------------------------
               1.02            TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required regarding termination of            Master Servicer; or any
                               any  definitive agreement that is material to the          of the following that is
                               securitization (other than expiration in                   a party to the agreement
                               accordance with  its  terms), even if depositor            if Master Servicer is
                               is not a party.                                            not: Trustee, Sponsor,
                               Examples: servicing agreement, custodial agreement.        Depositor, Certificate
                                                                                          Administrator
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
               1.03            BANKRUPTCY OR RECEIVERSHIP
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required regarding the bankruptcy            Master Servicer
                               or  receivership, if known to the
                               Master Servicer, with respect to any of the
                               following:

                               Sponsor (Seller), Depositor, Master Servicer,
                               affiliated Servicer, other Servicer servicing 20%
                               or more of pool assets at time of report, other
                               material servicers, Certificate Administrator,
                               Trustee, significant obligor, credit enhancer
                               (10% or more), derivatives counterparty,
                               Custodian
-------------- --------------- ---------------------------------------------------------- ---------------------------
               2.04            TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
                               FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
                               OFF-BALANCE SHEET ARRANGEMENT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Includes an early amortization, performance                Master Servicer
                               trigger or  other event, including
                               event of default, that would materially alter the
                               payment priority/distribution of cash
                               flows/amortization schedule.

                               Disclosure will be made of events other than
                               waterfall triggers which are disclosed in the
                               6.07 statement
-------------- --------------- ---------------------------------------------------------- ---------------------------
               3.03            MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required of any material modification to     Securities Administrator
                               documents defining the rights of Certificateholders,
                               including the Pooling and Servicing Agreement
-------------- --------------- ---------------------------------------------------------- ---------------------------
               5.03            AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
                               CHANGE IN FISCAL YEAR
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclosure is required of any amendment "to the            Depositor
                               governing documents of the issuing entity"
-------------- --------------- ---------------------------------------------------------- ---------------------------
               5.06            CHANGE IN SHELL COMPANY STATUS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               [Not applicable to ABS issuers]                            Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.01            ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               [Not included in reports to be filed under Section 3.18]   Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.02            CHANGE OF SERVICER OR TRUSTEE
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Requires disclosure of any removal, replacement,           Trustee or Master Servicer
                               substitution or addition of any master servicer,
                               affiliated servicer, other servicer servicing 10% or more
                               of pool assets at time of report, other material
                               servicers, certificate administrator or trustee.
                               Reg AB disclosure about any new servicer or
                               trustee is also required.
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
               6.03            CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Covers termination of any enhancement in manner            Depositor or Securities
                               other  than by its terms,                                  Administrator
                               the addition of an enhancement, or a
                               material change in the enhancement
                               provided. Applies to external credit enhancements
                               as well as derivatives. Reg AB disclosure about
                               any new enhancement provider is also required.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.04            FAILURE TO MAKE A REQUIRED DISTRIBUTION                    Trustee   or    Securities
                                                                                          Administrator
-------------- --------------- ---------------------------------------------------------- ---------------------------
               6.05            SECURITIES ACT UPDATING DISCLOSURE
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               If any material pool characteristic differs by 5%          Depositor
                               or  more at the time of issuance of the
                               securities from the description in the final
                               prospectus, provide updated Reg AB disclosure
                               about the actual asset pool.
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               If there are any new servicers or originators              Depositor
                               required to be disclosed under
                               Regulation AB as a result of the foregoing,
                               provide the information called for in Items 1108
                               and 1110 respectively.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               7.01            REGULATION FD DISCLOSURE                                   Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
               8.01            OTHER EVENTS
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Any event, with respect to which information is            Depositor
                               not otherwise called for in Form 8-K,
                               that the registrant deems of importance to
                               security holders.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               9.01            FINANCIAL STATEMENTS AND EXHIBITS                          The Responsible Party
                                                                                          applicable to reportable
                                                                                          event
-------------- ------------------------------------------------------------------------------------------------------
10-K           Must be filed within 90 days of the fiscal year end for the registrant.
-------------- --------------- ---------------------------------------------------------- ---------------------------
               9B              OTHER INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclose any information required to be reported           The Responsible Party for
                               on Form  8-K during the                                    the applicable Form 8-K
                               fourth quarter covered by the Form 10-K  but not reported  item as indicated above
-------------- --------------- ---------------------------------------------------------- ---------------------------
               15              EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION   Master Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL
                               INFORMATION

                               Determining applicable disclosure threshold                Securities Administrator
                                                                                          Securities Administrator
                               Obtaining  required  financial  information  or effecting
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<S>            <C>                                                                        <C>
                               ITEM   1115(B)  -   DERIVATIVE   COUNTERPARTY   FINANCIAL
                               INFORMATION

                               Determining current maximum probable exposure              Depositor

                               Determining current significance percentage
                                                                                          Securities Administrator
                               Obtaining  required  financial  information  or effecting  Securities Administrator
                               incorporation by reference
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Item 1117 - Legal proceedings pending against the
                               following entities, or their respective property,
                               that is material to Certificateholders, including
                               proceedings known to be contemplated by
                               governmental authorities:

                               Sponsor (Seller)
                                                                                          Sponsor
                               Depositor
                                                                                          Depositor
                               Trustee
                                                                                          Trustee
                               Issuing entity
                                                                                          Depositor
                               Master Servicer, affiliated Servicer, other                Master Servicer
                               Servicer servicing 20% or more of pool assets at
                               time of report,  other material
                               servicers

                               Certificate Administrator
                                                                                          Certificate Administrator

                               Originator  of 20%  or  more  of  pool  assets  as of the  Master Servicer
                               Cut-off Date

                               Custodian                                                  Custodian
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Item 1119 - Affiliations and relationships
                               between the following entities, or their
                               respective affiliates, that are material to
                               Certificateholders:

                               Sponsor (Seller)
                                                                                          Sponsor
                               Depositor
                                                                                          Depositor
                               Trustee
                                                                                          Trustee
                               Master Servicer, affiliated Servicer, other
                               Servicer servicing 20% or more of pool assets at           Master Servicer
                               time of report,  other material
                               servicers

                               Certificate Administrator
                                                                                          Certificate Administrator

                               Originator                                                 Master Servicer

                               Custodian                                                  Custodian

                               Credit Enhancer/Support Provider                           Securities Administrator

                                                                                          Master Servicer
                               Significant Obligor
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM  1122 -  ASSESSMENT  OF  COMPLIANCE  WITH  SERVICING  Each  Party  participating
                               CRITERIA                                                   in the servicing function
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1123 - SERVICER COMPLIANCE STATEMENT                  Master Servicer, Servicer
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>