<PAGE>

                                                                 EXHIBIT 4.3








                             DEPOSIT TRUST AGREEMENT



                                     between



                    AEGIS ASSET BACKED SECURITIES CORPORATION
                                  as Depositor,


                                       and



                                [              ]
                                as Owner Trustee










                              Dated as of [      ]



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>                                                                                     <C>
ARTICLE ONE DEFINITIONS......................................................................1

   Section 1.01.    Capitalized Terms........................................................1
   Section 1.02.    Other Definitional Provisions............................................3

ARTICLE TWO ORGANIZATION.....................................................................4

   Section 2.01.    Name.....................................................................4
   Section 2.02.    Office...................................................................4
   Section 2.03.    Purposes and Powers......................................................4
   Section 2.04.    Appointment of Owner Trustee.............................................5
   Section 2.05.    Initial Capital Contribution of Trust Estate.............................5
   Section 2.06.    Declaration of Trust.....................................................5
   Section 2.07.    Liability of the Owners..................................................5
   Section 2.08.    Title to Trust Property..................................................6
   Section 2.09.    Situs of Trust...........................................................6
   Section 2.10.    Representations and Warranties of the Depositor..........................6
   Section 2.11.    Federal Income Tax Allocations...........................................7
   Section 2.12.    Investment Company.......................................................8

ARTICLE THREE CERTIFICATES AND TRANSFER OF INTERESTS.........................................8

   Section 3.01.    Initial Ownership........................................................8
   Section 3.02.    The Certificates.........................................................8
   Section 3.03.    Authentication of Certificates...........................................9
   Section 3.04.    Limitations on Transfer of the Certificates..............................9
   Section 3.05.    Registration of Transfer and Exchange of Certificates...................11
   Section 3.06.    Mutilated, Destroyed, Lost or Stolen Certificates.......................12
   Section 3.07.    Persons Deemed Owners...................................................12
   Section 3.08.    Access to List of Certificateholders' Names and Addresses...............12
   Section 3.09.    Maintenance of Office or Agency.........................................13
   Section 3.10.    Appointment of Paying Agent.............................................13
   Section 3.11.    Book-Entry Certificates.................................................13
   Section 3.12.    Notices to Clearing Agency..............................................14
   Section 3.13.    Definitive Certificates.................................................14

ARTICLE FOUR ACTIONS BY OWNER TRUSTEE.......................................................15

   Section 4.01.    Prior Notice to Owners with Respect to Certain Matters..................15
   Section 4.02.    Action by Owners with Respect to Certain Matters........................17
   Section 4.03.    Action with Respect to Bankruptcy.......................................18
   Section 4.04.    Restrictions on Owners' Power...........................................18
   Section 4.05.    Majority Control........................................................18

ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.....................................19

   Section 5.01.    Certificate Distribution Account........................................19
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                                                                                     <C>
   Section 5.02.    Application of Trust Funds..............................................19
   Section 5.03.    Method of Payment.......................................................20
   Section 5.04.    Segregation of Moneys; No Interest......................................20
   Section 5.05.    Tax Administration......................................................20

ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE...........................................21

   Section 6.01.    General Authority.......................................................21
   Section 6.02.    General Duties..........................................................21
   Section 6.03.    Action upon Instruction.................................................21
   Section 6.04.    No Duties Except as Specified in this Agreement or in Instructions......22
   Section 6.05.    No Action Except Under Specified Documents or Instructions..............23
   Section 6.06.    Restrictions............................................................23

ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE..................................................23

   Section 7.01.    Acceptance of Trusts and Duties.........................................23
   Section 7.02.    Furnishing of Documents.................................................24
   Section 7.03.    Representations and Warranties..........................................25
   Section 7.04.    Reliance; Advice of Counsel.............................................26
   Section 7.05.    Not Acting in Individual Capacity.......................................26
   Section 7.06.    Owner Trustee Not Liable for Certificates or Mortgage Loans.............26
   Section 7.07.    Owner Trustee May Own Certificates and Notes............................27
   Section 7.08.    Doing Business in Other Jurisdictions...................................27
   Section 7.09.    Licenses................................................................27
   Section 7.10.    Liability of Certificate Registrar and Paying Agent.....................28

ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE.................................................28

   Section 8.01.    Owner Trustee's Fees and Expenses.......................................28
   Section 8.02.    Indemnification.........................................................28
   Section 8.03.    Payments to the Owner Trustee...........................................29

ARTICLE NINE TERMINATION OF TRUST AGREEMENT.................................................29

   Section 9.01.    Termination of Trust Agreement..........................................29

ARTICLE TEN SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES..........................30

   Section 10.01.   Eligibility Requirements for Owner Trustee..............................30
   Section 10.02.   Resignation or Removal of Owner Trustee.................................30
   Section 10.03.   Successor Owner Trustee.................................................31
   Section 10.04.   Merger or Consolidation of Owner Trustee................................31
   Section 10.05.   Appointment of Co-Trustee or Separate Trustee...........................32

ARTICLE ELEVEN MISCELLANEOUS................................................................33

   Section 11.01.   Supplements and Amendments..............................................33
   Section 11.02.   No Legal Title to Trust Estate in Owners................................34
   Section 11.03.   Limitations on Rights of Others.........................................35
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                     <C>
   Section 11.04.   Notices.................................................................35
   Section 11.05.   Severability............................................................35
   Section 11.06.   Separate Counterparts...................................................35
   Section 11.07.   Successors and Assigns..................................................35
   Section 11.08.   No Petition.............................................................36
   Section 11.09.   No Recourse.............................................................36
   Section 11.10.   Headings................................................................36
   Section 11.11.   Governing Law...........................................................36
   Section 11.12.   Grant of Certificateholder Rights to Note Insurer.......................36
   Section 11.13.   Third-Party Beneficiary.................................................37
   Section 11.14.   Suspension and Termination of Note Insurer's Rights.....................37
   Section 11.15.   Fiduciary Obligation to Holders of the Certificates.....................37
</TABLE>







                                      iii
<PAGE>

        THIS [AMENDED AND RESTATED] DEPOSIT TRUST AGREEMENT dated as of [     ]
(the "Trust Agreement"), between AEGIS ASSET BACKED SECURITIES CORPORATION, a
Delaware corporation, as depositor (the "Depositor") and [          ], a [     ]
banking corporation, as owner trustee (the "Owner Trustee").

                              W I T N E S S E T H:

        In consideration of the mutual agreements and covenants herein
contained, the Depositor and the Owner Trustee hereby agree for the benefit of
each of them and the holders of the Certificates as follows:


                                   ARTICLE ONE
                                   DEFINITIONS

        Section 1.01. Capitalized Terms. For all purposes of this Agreement, the
following terms shall have the meanings set forth below:

        Aggregate Voting Interests: The aggregate of the Voting Interests of all
or a specified Class or Classes of Certificates.

        Agreement: This Deposit Trust Agreement, as the same may be amended and
supplemented from time to time.

        Book-Entry Certificates: Beneficial interests in Certificates designated
as "Book-Entry Certificates" in this Agreement, ownership and transfers of which
shall be evidenced or made through book entries by a Clearing Agency as
described in Section 3.11; provided, that after the occurrence of a condition
whereupon Definitive Certificates are to be issued to Certificate Owners, such
Book-Entry Certificates shall no longer be "Book-Entry Certificates." No
Certificate shall be Book-Entry Certificate.

        [Business Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code Section 3801 et seq., as the same may be amended from time to time.]

        Certificate Depository Agreement: Any agreement among the Trust, the
Owner Trustee, the Administrator and The Depository Trust Company, as the
initial Clearing Agency relating to the Certificates pursuant to which a
Certificate is issued in book-entry form.

        [Certificate of Trust: The Certificate of Trust substantially in the
form attached hereto as Exhibit B filed for the Trust pursuant to Section
3810(a) of the Business Trust Statute.]

        Certificate Owner: With respect to a Book-Entry Certificate, the Person
that is the beneficial owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency or on the books of a Person maintaining an account
with such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

        Certificate Register and Certificate Registrar: The register mentioned
and the registrar appointed pursuant to Section 3.05.


<PAGE>

        Certificateholder or Holder: A Person in whose name a Certificate is
registered on the Certificate Register.

        Corporate Trust Office: With respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee, located at [                     ],
Attention: [               ], or at such other address as the Owner Trustee may
designate by notice to the Owners, [the Note Insurer] and the Depositor, or the
principal corporate trust office of any successor Owner Trustee at the address
designated by such successor Owner Trustee by notice to the Owners and the
Depositor.

        Definitive Certificate: As defined in Section 3.11.

        ERISA-Restricted Certificate: Any Certificate.

        Expenses: The meaning assigned to such term in Section 8.02.

        Indemnified Parties: The meaning assigned to such term in Section 8.02.

        Non-United States Person: Any person other than a United States Person.

        Owner: Each Holder of a Certificate.

        Paying Agent: Any paying agent or co-paying agent appointed pursuant to
Section 3.10; the initial Paying Agent shall be [               ].

        Prospective Owner: Each prospective purchaser and any subsequent
transferee of a Certificate.

        Residual Interest Certificate: Any residual interest certificate
evidencing the ownership interest in the Trust, substantially in the form
attached hereto as Exhibit A.

        Sale and Collection Agreement: The Sale and Collection Agreement dated
as of [          ], among the Trust, as issuer, the Depositor, in its capacity
as Seller, [                     ], as Indenture Trustee and [                 ]
as Administrator, as such may be amended or supplemented from time to time.

        Secretary of State: The Secretary of State of the State of [         ].

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

        Trust: The trust established under this Agreement.

        Voting Interests: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
Voting Interests shall be allocated to the Residual Interest Certificates.


                                       2
<PAGE>

Voting Interests allocated to any Class of Certificates shall be allocated among
the Certificates of such Class in proportion to the Percentage Interests
thereof. Notwithstanding the foregoing, solely for the purposes of the giving of
any consent, waiver, request or demand pursuant to this Agreement, any
Certificate registered in the name of the Seller, the Issuer, the Owner Trustee,
the Indenture Trustee, [the Master Servicer], the Servicer, the Administrator or
any of their respective Affiliates, shall be deemed not to be outstanding and
the Voting Interests allocated thereto shall not be taken into account in
determining whether the requisite Aggregate Voting Interests necessary to take
any such action or effect any such consent, waiver, request or demand have been
obtained (unless such action requires the consent, waiver, request or demand of
100% of the Aggregate Voting Interests represented by a particular Class and
100% of the Voting Interests represented by such Class are registered in the
name of one or more of the foregoing entities). The Owner Trustee may obtain and
conclusively rely upon a certificate of the Issuer, the Seller, [the Master
Servicer], the Servicer or any Sub-Servicer to determine whether a Certificate
is registered in the name of an Affiliate of any of them.

        Section 1.02. Other Definitional Provisions.

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

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

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

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

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

        (f) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of




                                       3
<PAGE>

agreements or instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.

                                   ARTICLE TWO
                                  ORGANIZATION

        Section 2.01. Name.

        The Trust created hereby shall be known as "Aegis Asset Backed
Securities Corporation [    ] Trust [    ]," in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

        Section 2.02. Office.

        The office of the Trust shall be in care of the Owner Trustee at the
Corporate Trust Office or at such other address in [     ] as the Owner Trustee
may designate by written notice to the Owners, [the Note Insurer] and the
Depositor.

        Section 2.03. Purposes and Powers.

        (a) The purpose of the Trust is to engage in the following activities:

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

                (ii)    with the proceeds of the sale of the Notes and the
        Certificates, to purchase the Mortgage Loans, to pay the organizational,
        start-up and transactional expenses of the Trust and to pay the balance
        to the Depositor pursuant to the Sale and Collection Agreement;

                (iii)   to assign, grant, transfer, pledge, mortgage and convey
        the Trust Estate pursuant to the Indenture and to hold, manage and
        distribute to the Owners pursuant to the terms of the Sale and
        Collection Agreement any portion of the Trust Estate released from the
        lien of, and remitted to the Trust pursuant to, the Indenture;

                (iv)    to enter into and perform its obligations under the
        Basic Documents to which it is to be a party;

                (v)     to engage in those activities, including entering into
        agreements, that are necessary, suitable or convenient to accomplish the
        foregoing or are incidental thereto or connected therewith; and

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



                                       4
<PAGE>

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

        Section 2.04. Appointment of Owner Trustee.

        The Depositor hereby appoints the Owner Trustee as trustee of the Trust
effective as of the date hereof, to have all the rights, powers and duties set
forth herein.

        Section 2.05. Initial Capital Contribution of Trust Estate.

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

        Section 2.06. Declaration of Trust.

        The Owner Trustee hereby declares that it will hold the Trust Estate in
trust upon and subject to the conditions set forth herein for the use and
benefit of the Owners, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that the Trust constitute a
[business trust under the Business Trust Statute] [trust under the common law of
the State of New York] and that this Agreement constitute the governing
instrument of such [business] trust. It is the intention of the parties hereto
that, solely for federal, state and local income and franchise tax purposes (i)
so long as the sole owners of the Trust are the Residual Interestholders, (A)
the Trust shall be treated as a [grantor trust], with the assets of the Trust
being the Mortgage Loans and other assets held by the Trust and the Notes being
non-recourse debt of the sole owner, and (B) the arrangement between the
Residual Interestholders' interest in the Mortgage Loans and the Noteholders
shall be treated as a security arrangement, and (ii) if the Residual
Interestholders are not the sole owners of the Trust, the Trust shall be treated
as a partnership for income and franchise tax purposes, with the assets of the
partnership being the Mortgage Loans and other assets held by the Trust, the
partners of the partnership being the owners and notes being debt of the
partnership to the extent they have not otherwise been recharacterized. The
Trust shall not elect to be treated as an association under Treasury Regulation
Section 301, 7701-3(a) for federal income tax purposes. The parties agree that,
unless otherwise required by appropriate tax authorities, the Trust will file or
cause to be filed annual or other necessary returns, reports and other forms
consistent with the characterization of the Trust as a security arrangement for
tax purposes. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein [and in the Business Trust Statute]
with respect to accomplishing the purposes of the Trust.

        Section 2.07. Liability of the Owners.

        No Owner shall have any personal liability for any liability or
obligation of the Trust.


                                       5
<PAGE>

        Section 2.08. Title to Trust Property.

        (a) Subject to the Indenture, legal title to the Trust Estate shall be
vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.

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

        Section 2.09. Situs of Trust.

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

        Section 2.10. Representations and Warranties of the Depositor.

        The Depositor hereby represents and warrants to the Owner Trustee [and
the Note Insurer] that:

        (a) The Depositor is a [corporation] duly organized, validly existing,
and in good standing under the laws of the State of [Delaware].

        (b) The Depositor has the corporate power and authority to execute and
deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Depositor and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary action of the Depositor.

        (c) This Agreement evidences the valid, binding and enforceable
obligation of the Depositor; and all requisite action has been taken by the
Depositor to make this Agreement valid, binding and enforceable upon the
Depositor in accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium and other, similar laws relating to or
affecting creditors' rights generally or the application of equitable principles
in any proceeding, whether at law or in equity.

        (d) No consent, approval, authorization or order of or registration or
filing with, or notice to, any governmental authority or court is required for
the execution, delivery and performance



                                       6
<PAGE>

of or compliance by the Depositor with this Agreement or the consummation by the
Depositor of any of the transactions contemplated hereby, except as have been
made on or prior to the Closing Date.

        (e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof do not conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without notice or
lapse of time) a default under, the charter or bylaws of the Depositor, or
conflict with or breach any of the material terms or provisions of, or
constitute (with or without lapse of time) a default under, any indenture,
agreement or other instrument to which the Depositor is a party or by which it
is bound; or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than pursuant to the Basic Documents); or violate any law or,
to the best knowledge of the Depositor, any order, rule or regulation applicable
to the Depositor of any court or of any federal or state regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties.

        (f) There are no proceedings or investigations pending or, to the best
knowledge of the Depositor, threatened before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality (A)
asserting the invalidity of this Agreement, (B) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement or (C)
seeking any determination or ruling that, in the reasonable judgment of the
Depositor, would materially and adversely affect the performance by the
Depositor of its obligations under this Agreement.

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

        (h) The representations and warranties of the Depositor, in its capacity
as Seller, in Section 3.01 of the Sale and Collection Agreement are true and
correct.

        (i) The Depositor shall not take any action (i) that is inconsistent
with the purposes of the Trust set forth in Section 2.03 or (ii) that, to the
actual knowledge of the Depositor, would result in the Trust's becoming taxable
as a corporation for federal income tax purposes.

        Section 2.11. Federal Income Tax Allocations.

        Net income of the Trust as computed for federal income tax purposes
(including each item of income, gain, and deduction, but not including any
default loss realized by the Trust with respect to the Mortgage Loans) for any
taxable year shall be allocated as follows: (a) to the extent that the
Certificates are owned (for federal income tax purposes) by a single owner, 100%
to the Certificateholder, and (b) to the extent that a Holder of a Certificate
is different from the Residual Interestholders, income shall be calculated
separately for each Certificate based on the respective Mortgage Loans and other
assets of the Trust treated as owned by the particular



                                       7
<PAGE>

Certificate of the related Class and income shall be allocated to each
Certificateholder accordingly.

        Section 2.12. Investment Company.

        The Depositor hereby agrees, and each Certificateholder shall be deemed
to have agreed by acceptance of such Certificate, not to take any action that
would cause the Trust to become an "investment company" which would be required
to register under the Investment Company Act of 1940, as amended.

                                 ARTICLE THREE
                     CERTIFICATES AND TRANSFER OF INTERESTS

        Section 3.01. Initial Ownership.

        Upon the formation of the Trust by the contribution by the Depositor
pursuant to Section 2.05 and until the issuance of the Certificates, the
Depositor shall be the sole beneficiary of the Trust. Upon such issuance of the
Certificates, the Depositor shall cease to be the beneficial owner of the Trust
and its beneficial interest in the Trust shall be and shall be deemed cancelled,
void, and of no further force and effect.

        Section 3.02. The Certificates.

        Each Residual Interest Certificate shall be issued and maintained in
definitive, fully registered form as a single Certificate evidencing a
Percentage Interest of not less than 25%. Each Certificate shall be executed on
behalf of the Trust by manual or facsimile signature of an authorized officer of
the Owner Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefit of this Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates.

        Upon issuance of the Certificates, the Owner Trustee shall authenticate
the Certificates in accordance with the written instructions of the prospective
transferee thereof. Neither the Certificate Registrar nor the Owner 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.
Upon the issuance of any such Certificate, the Owner Trustee shall recognize the
Holders of the Certificates as Certificateholders. The Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Owner Trustee, as evidenced by its execution
thereof.

        A transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee's acceptance of a Certificate duly registered in
such transferee's name pursuant to Section 3.04.



                                       8
<PAGE>

        Section 3.03. Authentication of Certificates.

        On the Closing Date, the Owner Trustee shall cause the Certificates to
be executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, without further trust action by the Depositor,
in authorized denominations. No Certificate shall entitle its Holder to any
benefit under this Agreement or be valid for any purpose unless there shall
appear on such Certificate a certificate of authentication substantially in the
forms set forth in Exhibit A, executed by the Owner Trustee or the Owner
Trustee's authenticating agent, by manual signature; such authentication shall
constitute conclusive evidence that such Certificate shall have been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.

        Section 3.04. Limitations on Transfer of the Certificates.

        (a) Each Prospective Owner of a Book-Entry Certificate other than the
Depositor or the Seller or an affiliate of either of them shall be deemed to
have represented and warranted, and each Prospective Owner of a Definitive
Certificate and each Prospective Owner of a Certificate upon initial issuance
shall represent and warrant in writing, in substantially the form set forth in
Exhibit C or Exhibit D, as applicable, to the Owner Trustee, [the Note Insurer]
and the Certificate Registrar and any of their respective successors that:

                (i)     Such Person is duly authorized to purchase the
        Certificates and its purchase of investments having the characteristics
        of the Certificates is authorized under, and not directly or indirectly
        in contravention of, any law, charter, trust instrument or other
        operative document, investment guidelines or list of permissible or
        impermissible investments that is applicable to the investor; and

                (ii)    Such Person understands that each holder of a
        Certificate, by virtue of its acceptance thereof, assents to the terms,
        provisions and conditions of the Agreement.

        (b) Each Prospective Owner of a Book-Entry Certificate shall be deemed
to have represented and warranted, and each Prospective Owner of a Definitive
Certificate and each Prospective Owner of a Certificate upon initial issuance,
shall represent and warrant in writing, in substantially the form set forth in
Exhibit C or Exhibit D, as applicable, to the Owner Trustee, [the Note Insurer]
and the Certificate Registrar and any of their respective successors that:

                (i)     Such Person is (A) a qualified institutional buyer (a
        "QIB") as defined in Rule 144A under the Securities Act ("Rule 144A")
        and is aware that the seller of such Certificate may be relying on the
        exemption from the registration requirements of the Securities Act
        provided by Rule 144A and is acquiring such Certificate for its own
        account or for the account of one or more qualified institutional buyers
        for whom it is authorized to act, or (B), in the case of a Prospective
        Owner of a Certificate other than the Residual Interest Certificate, an
        institutional investor that is an "accredited investor" (as defined in
        Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                (ii)    It understands that such Certificates have not been
        registered under the Securities Act, and that, if in the future it
        decides to offer, resell, pledge or otherwise



                                       9
<PAGE>

        transfer such Certificates, such Certificates may be offered, resold,
        pledged or otherwise transferred only (A) pursuant to a registration
        statement which has been declared effective under the Securities Act,
        (B) for so long as such Certificates are eligible for resale pursuant to
        Rule 144A, to a person whom the seller reasonably believes is a QIB that
        is purchasing such Certificates for its own account or for the account
        of a QIB to whom notice is given that the transfer is being made in
        reliance on Rule 144A, or (C) to an institutional "accredited investor"
        within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501
        under the Securities Act that is acquiring such Certificates for its own
        account or for the account of an institutional "accredited investor,"
        for investment purposes and not with a view to, or for offer or sale in
        connection with, any distribution in violation of the Securities Act, in
        each case in compliance with the requirements of the Trust Agreement.

        In the event that a transfer of a Definitive Certificate is to be made
in reliance upon an exemption from the Securities Act and state securities laws,
in order to assure compliance with the Securities Act and such laws, the
prospective transferee shall certify to the Owner Trustee [and the Note Insurer]
in writing the facts surrounding the transfer in substantially the form set
forth in Exhibit C or Exhibit D, as applicable. As a condition to any transfer
pursuant to clause (b)(ii)(C) above, the Owner Trustee, [the Note Insurer] or
the Certificate Registrar may require that the prospective transferee (x)
certify in writing that such transfer is to be made in accordance with Rule 144
under the Securities Act or (y) deliver an Opinion of Counsel satisfactory to
the Owner Trustee, [the Note Insurer] or the Certificate Registrar, as
applicable, to the effect that such transfer will be exempt from registration
under the Securities Act.

        The Owner Trustee on behalf of the Depositor (and with the Depositor's
cooperation) shall provide to any Holder of a Certificate and any prospective
transferee designated by any such Holder, information regarding the Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
of any such Certificate without registration thereof under the Securities Act
pursuant to the registration exemption provided by Rule 144A. Each Holder of a
Definitive Certificate desiring to effect such a transfer shall, and does hereby
agree to, indemnify the Trust, the Owner Trustee, [the Note Insurer] and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with federal and state securities laws.

        (c) With respect to transfers of ERISA-Restricted Certificates, each
Prospective Owner of a Book-Entry Certificate shall be deemed to have
represented and warranted, and each Prospective Owner of a Definitive
Certificate and each Prospective Owner of a Certificate upon initial issuance
shall represent and warrant in writing, in substantially the form set forth in
Exhibit E, to the Owner Trustee, [the Note Insurer] and the Certificate
Registrar and any of their respective successors that (i) such Prospective Owner
is not, and on the date of transfer of such Certificate will not be, and on such
date will not be investing the funds of, an employee benefit plan subject to
ERISA or a plan subject to Section 4975 of the Code or (ii) such Prospective
Owner is an insurance company investing assets of its general account and the
exemptions provided by Section III(a) of Department of Labor Prohibited
Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) apply to
such Prospective Owner's acquisition and holding of such Certificate. No
transfer of an ERISA-Restricted Certificate that is also a Definitive
Certificate shall be made to any Person unless the Owner Trustee has received a


                                       10
<PAGE>

certificate from the transferee in substantially the form set forth in Exhibit E
to the foregoing effect.

        (d) Notwithstanding anything to the contrary herein, no transfer of any
Residual Interest Certificate shall be made to any Person unless the Owner
Trustee has received a certificate (i) from the transferee in substantially the
form set forth in Exhibit D, to the effect that such Person is a QIB and is
aware that the seller of such Certificate may be relying on the exemption from
the registration requirements of the Securities Act provided by Rule 144A and is
acquiring such Certificate for its own account or for the account of one or more
QIBs for whom it is authorized to act or (ii) to the effect that the transferee
is the Depositor or the Seller, or an affiliate (as defined in Rule 405 under
the Securities Act) of the Depositor or the Seller, and in each case stating
that such person understands that such Residual Interest Certificate bears a
legend substantially similar to the legend provided in Exhibit A hereto.

        (e) The Owner Trustee shall cause each Certificate to contain a legend,
substantially similar to the applicable legends provided in Exhibit A hereto,
stating that transfer of such Certificate is subject to certain restrictions and
referring prospective purchasers of the Certificates to this Section 3.04 with
respect to such restrictions.

        Section 3.05. Registration of Transfer and Exchange of Certificates.

        The Certificate Registrar shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 3.09, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Administrator is hereby
appointed as the initial Certificate Registrar.

        Upon surrender for registration of transfer of any Certificate at the
office or agency maintained pursuant to Section 3.09 and upon satisfaction of
the applicable conditions set forth in Section 3.04, the Owner Trustee shall
execute, authenticate and deliver (or shall cause its authenticating agent to
authenticate and deliver), in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like
aggregate amount dated the date of authentication by the Owner Trustee or any
authenticating agent. At the option of a Holder, Certificates may be exchanged
for other Certificates of authorized denominations of a like aggregate amount
upon surrender of the Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.09.

        Every Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the Holder or such Holder's attorney duly authorized in writing. Each
Certificate surrendered for registration of transfer or exchange shall be
cancelled and subsequently disposed of by the Owner Trustee in accordance with
its customary practice.

        No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum



                                       11
<PAGE>

sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

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

        If (a) any mutilated Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b) there
shall be delivered to the Certificate Registrar and the Owner Trustee such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Certificate has been acquired by a bona
fide purchaser , and upon certification provided by the Holder of such
Certificate that the requirements of Section 8-405 of the Relevant UCC have been
met, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee or the Owner Trustee's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and denomination. In
connection with the issuance of any new Certificate under this Section, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
shall constitute conclusive evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

        Section 3.07. Persons Deemed Owners.

        Prior to due presentation of a Certificate for registration of transfer,
the Owner Trustee, the Certificate Registrar or any Paying Agent may treat the
Person in whose name any Certificate is registered in the Certificate Register
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 5.02 and for all other purposes whatsoever, and none of the
Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by
any notice to the contrary.

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

        The Certificate Registrar shall furnish or cause to be furnished to [the
Note Insurer and] the Depositor, within 15 days after receipt by the Certificate
Registrar of a written request therefor from [the Note Insurer or] the
Depositor, a list, in such form as the Depositor may reasonably require, of the
names and addresses of the Certificateholders as of the most recent Record Date.
If three or more Certificateholders or one or more Holders of Certificates
evidencing not less than 25% of the Voting Interests of the Certificates apply
in writing to the Certificate Registrar, and such application states that the
applicants desire to communicate with other Certificateholders with respect to
their rights under this Agreement or under the Certificates and such application
is accompanied by a copy of the communication that such applicants propose to
transmit, then the Certificate Registrar shall, within five Business Days after
the receipt of such application, afford such applicants access during normal
business hours to the current list of Certificateholders. Each Holder, by
receiving and holding a Certificate, shall be deemed to have agreed not to hold
any of the Depositor, [the Note Insurer] the Certificate Registrar or the Owner
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.


                                       12
<PAGE>

        Section 3.09. Maintenance of Office or Agency.

        The Owner Trustee shall maintain in the Borough of Manhattan, The City
of New York, an office or offices or agency or agencies where Certificates may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Certificates and the
Basic Documents may be served. The Owner Trustee initially designates the
Administrator's office in New York as its office for such purposes. The Owner
Trustee shall give prompt written notice to the Depositor, [the Note Insurer]
and to the Certificateholders of any change in the location of the Certificate
Register or any such office or agency.

        Section 3.10. Appointment of Paying Agent.

        The Paying Agent shall make distributions to Certificateholders from the
Certificate Distribution Account pursuant to Section 5.02 and shall report the
amounts of such distributions to the Owner Trustee. Any Paying Agent shall have
the revocable power to withdraw funds from the Certificate Distribution Account
for the purpose of making the distributions referred to above. The Owner Trustee
may revoke such power and remove the Paying Agent if the Owner Trustee
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The Paying
Agent initially shall be the Administrator (who is hereby appointed as Paying
Agent), and any co-paying agent chosen by the Depositor and acceptable to the
Owner Trustee. The Administrator shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Owner Trustee. In the event that the
Administrator shall no longer be the Paying Agent, the Owner Trustee shall
promptly appoint a successor to act as Paying Agent (which shall be a bank or
trust company). The Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Owner Trustee to execute and deliver to
the Owner Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Owner Trustee that, as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders. The Paying Agent shall return all unclaimed funds to
the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

        Section 3.11. Book-Entry Certificates.

        Any Book-Entry Certificates shall be issued in the form of typewritten
certificates or global certificates representing Book-Entry Certificates, to be
delivered to, or to the Administrator as custodian for, The Depository Trust
Company, the initial Clearing Agency, by or on behalf of the Trust. Such
Book-Entry Certificate or Book-Entry Certificates shall initially be registered
on the Certificate Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and except as provided in Section 3.13, no Certificate
Owner will receive a Definitive Certificate representing such Certificate
Owner's interest in such Book-Entry



                                       13
<PAGE>

Certificate. So long as any Book-Entry Certificates are outstanding, unless and
until definitive, fully registered Certificates (the "Definitive Certificates")
have been issued to Certificate Owners pursuant to Section 3.13:

        (a) The provisions of this Section shall be in full force and effect;

        (b) The Certificate Registrar and the Owner Trustee shall be entitled to
deal with the Clearing Agency for all purposes of this Agreement (including the
payment of principal of and interest on the Book-Entry Certificates and the
giving of instructions or directions hereunder) as the sole Holder of the
Book-Entry Certificates and shall have no obligation to the Certificate Owners;

        (c) To the extent that the provisions of this Section conflict with any
other provisions of this Agreement, the provisions of this Section shall
control;

        (d) The rights of Certificate Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law and agreements
between such Certificate Owners and the Clearing Agency and/or the Clearing
Agency Participants. Pursuant to the Certificate Depository Agreement, unless
and until Definitive Certificates are issued pursuant to Section 3.13, the
initial Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments of principal of and interest on
the Book-Entry Certificates to such Clearing Agency Participants; and

        (e) Whenever this Agreement requires or permits actions to be taken
based upon instructions or directions of Holders of Book-Entry Certificates
evidencing a specified percentage of the Voting Interests thereof, the Clearing
Agency shall be deemed to represent such percentage only to the extent that it
has received instructions to such effect from Certificate Owners and/or Clearing
Agency Participants owning or representing, respectively, such required
percentage of the beneficial interest in the Book-Entry Certificates and has
delivered such instructions to the Owner Trustee.

        Section 3.12. Notices to Clearing Agency.

        So long as any Book-Entry Certificates are outstanding, whenever a
notice or other communication to a Certificateholder is required under this
Agreement, unless and until Definitive Certificates shall have been issued to
Certificate Owners pursuant to Section 3.13, the Owner Trustee shall give all
such notices and communications specified herein to be given to
Certificateholders to the Clearing Agency, and shall have no obligations to the
Certificate Owners.

        Section 3.13. Definitive Certificates.

        So long as any Book-Entry Certificates are outstanding, if (i) the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Certificates and the Issuer is
unable to locate a qualified successor, (ii) the Issuer at its option advises
the Owner Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of an Event of Default
under the Indenture,



                                       14
<PAGE>

Certificate Owners representing beneficial interests aggregating at least a
majority of the Voting Rights advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Certificate Owners, then the Clearing Agency shall
notify all Certificate Owners and the Owner Trustee of the occurrence of any
such event and of the availability of the Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Owner Trustee of the
typewritten Certificate or Certificates representing the Book-Entry Certificates
by the Clearing Agency, accompanied by registration instructions, the Owner
Trustee shall execute and authenticate the Definitive Certificates in accordance
with the instructions of the Clearing Agency. Neither the Certificate Registrar
nor the Owner 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. Upon the issuance of Definitive Certificates, the Owner
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders. The Definitive Certificates shall be issued in definitive,
fully registered form and shall be printed, lithographed or engraved or produced
in any other manner as is reasonably acceptable to the Owner Trustee, as
evidenced by its execution thereof.

                                  ARTICLE FOUR
                            ACTIONS BY OWNER TRUSTEE

        Section 4.01. Prior Notice to Owners with Respect to Certain Matters.

        (a) With respect to the following matters, the Owner Trustee shall not
take action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Certificateholders [and the Note Insurer] in
writing of the proposed action and [(i) the Note Insurer shall have consented
thereto and (ii)] the Owners shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that such Owners have
withheld consent or, [with the consent of the Note Insurer,] provided
alternative direction:

                (i)     the initiation of any claim or lawsuit by the Trust
        (except claims or lawsuits brought in connection with the collection of
        the Mortgage Loans) and the compromise of any action, claim or lawsuit
        brought by or against the Trust (except with respect to the
        aforementioned claims or lawsuits for collection of the Mortgage Loans);

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

                (iii)   the amendment or other change to this Agreement or any
        Basic Document;

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

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


                                       15
<PAGE>

                (vi)    except as provided in Article Nine hereof, the
        dissolution, termination or liquidation of the Trust in whole or in
        part;

                (vii)   the merger or consolidation of the Trust with or into
        any other entity, or conveyance or transfer of all or substantially all
        of the Trust's assets to any other entity;

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

                (ix)    doing any act that conflicts with any other Basic
        Document;

                (x)     doing any act which would make it impossible to carry on
        the ordinary business of the Trust as described in Section 2.03 hereof;

                (xi)    the confession of a judgment against the Trust;

                (xii)   the possession of Trust assets, or assignment of
        the Trust's right to property, for other than a Trust purpose;

                (xiii)  causing the Trust to lend any funds to any entity; or

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

        (b) The Owner Trustee on behalf of the Trust agrees to abide by the
following restrictions:

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

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

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

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

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

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

                (i)     maintain books and records separate from any other
        person or entity;


                                       16
<PAGE>

                (ii)    maintain its office and bank accounts separate from any
        other person or entity;

                (iii)   not commingle its assets with those of any other person
        or entity;

                (iv)    conduct its own business in its own name;

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

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

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

                (viii)  not hold out its credit as being available to satisfy
        the obligation of any other person or entity;

                (ix)    not acquire the obligations or securities of its
        Affiliates or the Seller;

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

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

                (xii)   hold itself out as a separate entity from the Depositor
        and not conduct any business in the name of the Depositor;

                (xiii)  correct any known misunderstanding regarding its
        separate identity; and

                (xiv)   not identify itself as a division of any other person or
        entity.

        So long as the Notes or any other amounts owed under the Indenture
remain outstanding, the Trust shall not amend this Section 4.01 without the
prior written consent of [the Note Insurer and] 100% of the Voting Interests of
the Notes and the consent of each Rating Agency, in addition to the requirements
under Section 11.01.

        (d) The Owner Trustee shall not have the power, except upon the
direction of the Owners [and the Note Insurer] and, subject to [Section 11.18]
of the Indenture, 100% of the Noteholders, and to the extent otherwise
consistent with the Basic Documents, to (i) remove or replace the Indenture
Trustee.

        Section 4.02. Action by Owners with Respect to Certain Matters.

        The Owner Trustee shall not have the power, except upon the direction of
the Owners [and the Note Insurer], to (a) remove the Administrator under the
Administration Agreement



                                       17
<PAGE>

pursuant to Section [8] thereof, (b) appoint a successor Administrator pursuant
to Section [8] of the Administration Agreement, or (c) remove the Servicer under
the Servicing Agreement pursuant to Section [   ] thereof, or (d) except as
expressly provided in the Basic Documents, sell the Mortgage Loans after the
termination of the Indenture. The Owner Trustee shall take the actions referred
to in the preceding sentence only upon written instructions signed by the Owners
[and the Note Insurer], but only to the extent expressly permitted in the Basic
Documents.

        Section 4.03. Action with Respect to Bankruptcy.

        (a) The Trust shall not, without prior written consent of the Owner
Trustee, (i) institute any proceedings to adjudicate the Trust a bankrupt or
insolvent, (ii) consent to the institution of bankruptcy or insolvency
proceedings against the Trust, (iii) file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy with respect to the Trust, (iv) consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Trust or a substantial part of its property, (v) make any
assignment for the benefit of the Trust's creditors; (vi) cause the Trust to
admit in writing its inability to pay its debts generally as they become due; or
(vii) take any action in furtherance of any of the foregoing (any of the above
foregoing actions, a "Bankruptcy Action"). In considering any Bankruptcy Action,
the Owner Trustee, with consent of the Certificateholders (which consent the
Certificateholders believe to be the best interest of Certificateholders and the
Trust), shall at all times consider the interests of creditors of the Trust in
addition to the interests of the Trusts and whether the Trust is insolvent. The
Owner Trustee shall not be liable to any Certificateholder on account of the
Owner Trustee's good faith reliance on the provisions of this Section and no
Certificateholder shall have any claim for breach of fiduciary duty or otherwise
against the Owner Trustee for failing to take any Bankruptcy Action.

        (b) No Certificateholder has power to commence any Bankruptcy Action on
the part of the Trust or to direct the Owner Trustee to take any Bankruptcy
Action on the part of the Trust. To the extent permitted by applicable law, the
consent of [the Note Insurer and] the Indenture Trustee shall be obtained prior
to taking any Bankruptcy Action.

        (c) The provisions of this Section do not constitute an acknowledgment
or admission by the Owner Trustee, any Certificateholder or any creditor of the
Trust that the Trust is eligible to be a debtor under the United States
Bankruptcy Code, 11 U.S.C. Sections 101 et seq., as amended.

        Section 4.04. Restrictions on Owners' Power.

        The Owners shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the Basic
Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be
obligated to follow any such direction, if given.

        Section 4.05. Majority Control.

        Except as expressly provided herein, any action that may be taken by the
Owners under this Agreement may be taken by the Holders of Certificates
evidencing not less than a majority of the Aggregate Voting Interests of all of
the Certificates. Except as expressly provided herein,



                                       18
<PAGE>

any written notice of the Owners delivered pursuant to this Agreement shall be
effective if signed by Holders of Certificates evidencing not less than a
majority of the Aggregate Voting Interests of all of the Certificates at the
time of the delivery of such notice.

                                  ARTICLE FIVE
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

        Section 5.01. Certificate Distribution Account.

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

        The Certificate Distribution Account shall be subject to and established
and maintained in accordance with the applicable provisions of the Sale and
Collection Agreement, including, without limitation, the provisions of Sections
4.05 thereof.

        Section 5.02. Application of Trust Funds.

        (a) On each Payment Date, the Paying Agent shall distribute to the
Certificateholders from amounts on deposit in the Certificate Distribution
Account the distributions provided in Section 4.05 of the Sale and Collection
Agreement with respect to such Payment Date. All distributions of interest or
principal on any Class of Certificates other than the Residual Interest
Certificates, and all distributions of amounts due on or in respect of the
Residual Interest Certificates, shall be made pro rata to the Certificateholders
of such Class entitled thereto.

        (b) In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to an Owner, such tax shall reduce the amount
otherwise distributable to the Owner in accordance with this Section. The Trust
is hereby authorized and directed to direct the Paying Agent to retain from
amounts otherwise distributable to the Owners sufficient funds for the payment
of any tax that is legally owed by the Trust (but such authorization shall not
prevent the Trust from contesting any such tax in appropriate proceedings and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to an
Owner shall be treated as cash distributed to such Owner at the time it is
withheld by the Trust and remitted to the appropriate taxing authority. If the
amount withheld was not withheld from actual distributions, the Trust may, at
its option, (i) require the Owner to reimburse the Trust for such withholding
(and each Owner agrees to reimburse the Trust promptly following such request)
or (ii) reduce any subsequent distributions by the amount of such withholding.
If there is a possibility that withholding tax is payable with respect to a
distribution (such as a distribution to a non-U.S. Owner), the Trust may in its
sole discretion direct the Paying Agent to withhold such amounts in accordance
with this paragraph (c). In the event that an Owner wishes to apply for a refund
of any such withholding tax, the Trust shall reasonably cooperate with such
Owner in making such claim so long as such Owner agrees to reimburse the Owner
Trustee for any out-of-pocket expenses incurred.



                                       19
<PAGE>

        Section 5.03. Method of Payment.

        Subject to Section 9.01(d), distributions required to be made to
Certificateholders on any Payment Date shall be made to each Certificateholder
of record on the preceding Record Date either by wire transfer, in immediately
available funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
to the Certificate Registrar appropriate written instructions at least five
Business Days prior to such Payment Date, or, if not, by check mailed to such
Certificateholder at the address of such holder appearing in the Certificate
Register; provided, that, a Certificateholder shall only be entitled to receive
distributions by wire transfer if such Certificateholder is the registered
Holder of Certificates having an initial aggregate principal amount equal to or
in excess of $5,000,000 or a Percentage Interest equal to or in excess of 25%,
and in all other cases by check mailed to each such Certificateholder at such
Holder's address appearing in the Certificate Register.

        Section 5.04. Segregation of Moneys; No Interest.

        Subject to Sections 5.01 and 5.02, moneys received by the Owner Trustee
hereunder and deposited in the Certificate Distribution Account will be
segregated and shall be invested in Permitted Investments at the direction of
the Depositor. The Owner Trustee shall not be liable for payment of any interest
in respect of such moneys.

        Section 5.05. Tax Administration.

        The Owner Trustee, upon instruction from the Depositor, shall sign on
behalf of the Trust the tax returns of the Trust, including Internal Revenue
Service Form 1041 as required for a grantor trust, unless applicable law
requires an Owner to sign such documents, in which case such documents shall be
signed by the Residual Interestholders. In addition, the Owner Trustee shall
deliver or shall cause to be delivered to the Residual Interestholders such
information, reports or statements as may be required by the Code and applicable
Treasury Regulations and as may be required to enable the Residual
Interestholders to prepare their federal and state income tax returns.
Consistent with the Trust's characterization for tax purposes as a grantor
trust, no federal income tax return shall be filed on behalf of the Trust unless
either (i) the Owner Trustee shall receive an Opinion of Counsel that, based on
a change in applicable law occurring after the date hereof, the Code requires
such a filing or (ii) the Internal Revenue Service shall determine that the
Trust is required to file such a return. In the event that the Trust is required
to file tax returns and applicable law requires an Owner to sign such documents,
the Owner Trustee shall prepare or shall cause to be prepared any tax returns
required to be filed by the Trust and shall remit such returns to the Residual
Interestholders (or if the Residual Interestholders no longer beneficially own
the Trust, the beneficial owner designated for such purpose by the Residual
Interestholders to the Owner Trustee in writing) at least five days before such
returns are due to be filed. The Residual Interestholders (or such designee
beneficial owner, as applicable) shall promptly sign such returns and deliver
such returns after signature to the Owner Trustee and the Owner Trustee shall
file or shall cause to have filed such returns with the appropriate tax
authorities. In no event shall the Owner Trustee or the Residual Interestholders
(or such designee beneficial owner, as applicable) be liable for any
liabilities, costs or expenses of the Trust or the Noteholders arising out of
the application of any tax law, including federal, state, foreign or local
income or excise taxes or any other tax imposed on or measured by income (or



                                       20
<PAGE>

any interest, penalty or addition with respect thereto or arising from a failure
to comply therewith) except for any such liability, cost or expense attributable
to any act or omission by the Owner Trustee or the Residual Interestholders (or
such designee owner, as applicable), as the case may be, in breach of its
obligations under this Agreement.

                                  ARTICLE SIX
                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

        Section 6.01. General Authority.

        The Owner Trustee is authorized and directed to execute and deliver or
cause to be executed and delivered the Notes, the Certificates and the Basic
Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Basic Documents to
which the Trust is to be a party and any amendment or other agreement or
instrument described in Article Three, in each case, in such form as the
Depositor shall approve, as evidenced conclusively by the Owner Trustee's
execution thereof, and, on behalf of the Trust, to direct the Indenture Trustee
to authenticate and deliver the Notes. In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Trust pursuant to the Basic Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator recommends
with respect to the Basic Documents, provided that such activities are
consistent with the terms of the Basic Documents.

        Section 6.02. General Duties. It shall be the duty of the Owner Trustee:

        (a) to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and the Basic Documents to which the
Trust is a party and to administer the Trust in the interest of the Owners,
subject to the Basic Documents and in accordance with the provisions of this
Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to
have discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee or
the Trust hereunder or under any Basic Document, and the Owner Trustee shall not
be held liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement; and

        (b) to cooperate with the Depositor in obtaining and preserving (or
causing to be obtained and preserved) the Issuer's qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of the Indenture, the Notes the
Collateral and each other instrument and agreement included in the Trust Estate;
provided, however, that the Owner Trustee shall have no obligation to determine
whether and to what extent such qualification shall be necessary; and provided,
further, that the Owner Trustee shall only be required to take action under this
Section 6.02(b) if authorized and directed in writing to do so by the Depositor.

        Section 6.03. Action upon Instruction.

        (a) Subject to this Agreement and in accordance with the terms of the
Basic Documents, the Owners may by written instruction direct the Owner Trustee
in the management of the Trust



                                       21
<PAGE>

but only to the extent consistent with the limited purpose of the Trust. Such
direction may be exercised at any time by written instruction of the Owners
pursuant to Article Four.

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

        (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or under
any Basic Document, the Owner Trustee shall promptly give notice (in such form
as shall be appropriate under the circumstances) to the Owners [and the Note
Insurer] requesting instruction as to the course of action to be adopted, and to
the extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Owners, [with the prior written consent of the Note Insurer,]
the Owner Trustee shall not be liable on account of such action to any Person.
If the Owner Trustee shall not have received appropriate instruction within 10
days of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement or the Basic Documents, as it shall deem to be
in the best interests of the Owners, and, subject to Section 7.01, shall have no
liability to any Person for such action or inaction.

        (d) In the event that the Owner Trustee is unsure as to the application
of any provision of this Agreement or any Basic Document or any such provision
is ambiguous as to its application, or is, or appears to be, in conflict with
any other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Owners [and the Note
Insurer] requesting instruction and, to the extent that the Owner Trustee acts
or refrains from acting in good faith in accordance with any such instruction
received from [the Note Insurer or, with the prior consent of the Note Insurer,]
the Owners, the Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Agreement or the Basic
Documents, as it shall deem to be in the best interests of the Owners, and,
subject to Section 7.01, shall have no liability to any Person for such action
or inaction.

        Section 6.04. No Duties Except as Specified in this Agreement or in
Instructions.

        The Owner Trustee shall not have any duty or obligation to manage, make
any payment with respect to, register, record, sell, dispose of, or otherwise
deal with the Trust Estate, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which
the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement, any Basic Document or in any document or written instruction received


                                       22
<PAGE>

by the Owner Trustee pursuant to Section 6.03; and no implied duties or
obligations shall be read into this Agreement or any Basic Document against the
Owner Trustee. The Owner Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to record this Agreement or any Basic Document. The
Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens on any part
of the Trust Estate that result from actions by, or claims against, the Owner
Trustee solely in its individual capacity that are not related to the ownership
or the administration of the Trust Estate.

        Section 6.05. No Action Except Under Specified Documents or
Instructions.

        The Owner Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Trust Estate except (i) in accordance with
the powers granted to and the authority conferred upon the Owner Trustee
pursuant to this Agreement, (ii) in accordance with the Basic Documents and
(iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 6.03.

        Section 6.06. Restrictions.

        The Owner Trustee shall not take any action (a) that is inconsistent
with the purposes of the Trust set forth in Section 2.03 or (b) that, to the
actual knowledge of the Owner Trustee, would result in the Trust's becoming
taxable as a corporation for federal income tax purposes. The Owners shall not
direct the Owner Trustee to take action that would violate the provisions of
this Section.

                                 ARTICLE SEVEN
                          CONCERNING THE OWNER TRUSTEE

        Section 7.01. Acceptance of Trusts and Duties.

        The Owner Trustee accepts the trusts hereby created and agrees to
perform its duties hereunder with respect to such trusts, but only upon the
terms of this Agreement and the Basic Documents. The Owner Trustee also agrees
to disburse all moneys actually received by it constituting part of the Trust
Estate upon the terms of the Basic Documents and this Agreement. The Owner
Trustee, in its capacity as Owner Trustee, shall not be answerable or
accountable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct, negligence or bad faith or (ii) in
the case of the inaccuracy of any representation or warranty contained in
Section 7.03 expressly made by the Owner Trustee in its individual capacity. In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

        (a) The Owner Trustee shall not be liable for any error of judgment made
in good faith by a Trust Officer of the Owner Trustee;

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



                                       23
<PAGE>

        (c) No provision of this Agreement or any Basic Document shall require
the Owner Trustee to expend or risk funds or otherwise incur any financial
liability in the performance of any of its rights or powers hereunder or under
any Basic Document if the Owner Trustee shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured or provided to it;

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

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

        (f) The Owner Trustee shall not be liable for the default or misconduct
of the Administrator, [the Master Servicer,] the Servicer, the Depositor or the
Indenture Trustee under any of the Basic Documents or otherwise, and the Owner
Trustee shall have no obligation or liability to perform the obligations of the
Trust under this Agreement or the Basic Documents that are required to be
performed by the Administrator under the Administration Agreement, the Indenture
Trustee under the Indenture or the Seller, the Depositor or the Indenture
Trustee under the Sale and Collection Agreement; and

        (g) The Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any Basic Document, at the request, order or direction of any of
the Owners, unless such Owners have offered to the Owner Trustee reasonable
security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby
(provided, that if an Owner is an institutional investor with a rating of at
least investment grade from a nationally recognized statistical rating
organization (or nominee of such institutional investor), the unsecured
agreement of indemnity of such institutional investor shall be deemed
satisfactory for such purpose). The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any Basic Document shall
not be construed as a duty, and the Owner Trustee shall not be answerable for
other than its negligence, bad faith or willful misconduct in the performance of
any such act.

        Section 7.02. Furnishing of Documents.

        The Owner Trustee shall furnish to the Owners [and the Note Insurer]
promptly upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee under the Basic Documents.



                                       24
<PAGE>

        Section 7.03. Representations and Warranties.

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

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

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

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

                (iv)    The execution, delivery, authentication and performance
        by it of this Agreement will not require the authorization, consent or
        approval of, the giving of notice to, the filing or registration with,
        or the taking of any other action with respect to, any governmental
        authority or agency.

                (v)     This Agreement, assuming due authorization, execution
        and delivery by the Depositor, constitutes a valid, legal and binding
        obligation of the Owner Trustee, enforceable against it in accordance
        with the terms hereof subject to applicable bankruptcy, insolvency,
        reorganization, moratorium and other laws affecting the enforcement of
        creditors' rights generally and to general principles of equity,
        regardless of whether such enforcement is considered in a proceeding in
        equity or at law.

                (vi)    The Owner Trustee is not in default with respect to any
        order or decree of any court or any order, regulation or demand of any
        federal, state, municipal or governmental agency, which default might
        have consequences that would materially and adversely affect the
        condition (financial or other) or operations of the Owner Trustee or its
        properties or might have consequences that would materially adversely
        affect its performance hereunder.

                (vii)   No litigation is pending or, to the best of the Owner
        Trustee's knowledge, threatened against the Owner Trustee which would
        prohibit its entering into this Agreement or performing its obligations
        under this Agreement.



                                       25
<PAGE>

        Section 7.04. Reliance; Advice of Counsel.

        (a) Except as provided in Section 7.01, the Owner Trustee shall incur no
liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter,
and such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.

        (b) In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic
Documents, the Owner Trustee (i) may act directly or through its agents or
attorneys pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents or
attorneys if such agents or attorneys shall have been selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled Persons to be selected with reasonable care and employed by it.
Except as provided in Section 7.01, the Owner Trustee shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
written opinion or advice of any such counsel, accountants or other such Persons
and not contrary to this Agreement or any Basic Document.

        Section 7.05. Not Acting in Individual Capacity.

        Except as provided in this Agreement, in accepting the trusts hereby
created [     ] acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Basic Document shall
look only to the Trust Estate for payment or satisfaction thereof.

        Section 7.06. Owner Trustee Not Liable for Certificates or Mortgage
Loans.

        The recitals contained herein and in the Certificates (other than the
signature and countersignature of the Owner Trustee on the Certificates) shall
be taken as the statement of the Depositor, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, of any
Basic Document or of the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates and as specified in
Section 7.03) or the Notes, or of the Mortgage Loans or related documents. The
Owner Trustee shall at no time have any liability for or with respect to the
legality, validity and enforceability of any Collateral or the perfection and
priority of any security interest created by any Collateral or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the



                                       26
<PAGE>

Noteholders under the Indenture, including, without limitation: the existence,
condition and ownership of any Collateral; the existence and enforceability of
any insurance thereon; the existence and contents of any Collateral on any
computer or other record thereof; the validity of the assignment of any
Collateral to the Trust or of any intervening assignment; the performance or
enforcement of any Collateral; the compliance by the Depositor with any warranty
or representation made under any Basic Document or in any related document or
the accuracy of any such warranty or representation, or any action of the
Administrator, the Indenture Trustee, or any subservicer taken in the name of
the Owner Trustee.

        Section 7.07. Owner Trustee May Own Certificates and Notes.

        The Owner Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee [the Master Servicer] and the Servicer in
banking transactions with the same rights as it would have if it were not Owner
Trustee.

        Section 7.08. Doing Business in Other Jurisdictions.

        Notwithstanding anything contained herein to the contrary, [      ]
shall not be required to take any action in any jurisdiction other than in the
State of [     ] if the taking of such action will (i) require the consent or
approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State
of [      ]; (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions thereof in existence on
the date hereof other than the State of [      ] becoming payable by [      ];
or (iii) subject [      ] to personal jurisdiction in any jurisdiction other
than the State of [      ] for causes of action arising from acts unrelated to
the consummation of the transactions by [      ] contemplated hereby. The Owner
Trustee shall be entitled to obtain advice of counsel to determine whether any
action required to be taken pursuant to the Agreement results in the
consequences described in clauses (i), (ii) and (iii) of the preceding sentence.
In the event that said counsel advises the Owner Trustee that such action will
result in such consequences, the Owner Trustee will appoint an additional
trustee pursuant to Section 10.05 to proceed with such action.

        Section 7.09. Licenses.

        The Owner Trustee shall cooperate with the Depositor in causing the
Trust to use its best efforts to obtain and maintain the effectiveness of any
licenses required in connection with this Agreement and the Basic Documents and
the transactions contemplated hereby and thereby until such time as the Trust
shall terminate in accordance with the terms hereof; provided, however, that the
Owner Trustee shall have no obligation to determine whether and to what extent
such licensing shall be necessary; and provided, further, that the Owner Trustee
shall only be required to take action under this Section 7.09 if authorized and
directed in writing to do so by the Depositor.


                                       27
<PAGE>

        Section 7.10. Liability of Certificate Registrar and Paying Agent.

        All provisions affording protection to or limiting the liability of the
Owner Trustee shall inure as well to the Certificate Registrar and Paying Agent.

                                 ARTICLE EIGHT
                          COMPENSATION OF OWNER TRUSTEE

        Section 8.01. Owner Trustee's Fees and Expenses.

        The Owner Trustee shall receive as compensation for its services
hereunder such fees as are set forth in the Fee Letter Agreement between the
Seller and the Owner Trustee attached hereto as Exhibit F, and the Owner Trustee
shall be entitled to be reimbursed for such fees and expenses as are set forth
in the Fee Letter Agreement as provided in the Sale and Collection Agreement.

        Section 8.02. Indemnification.

        The Seller shall be liable as primary obligor for, and shall indemnify
the Owner Trustee and its successors, assigns, agents and servants
(collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any Indemnified Party in any way relating to or
arising out of this Agreement, the Basic Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that the Seller shall not be liable for or
required to indemnify an Indemnified Party from and against Expenses arising or
resulting from any of the matters described in the third sentence of Section
7.01, (ii) with respect to any such claim, the Indemnified Party shall have
given the Seller written notice thereof, (iii) while maintaining control over
its own defense, the Seller shall consult with the Indemnified Party in
preparing such defense, and (iv) notwithstanding anything in this Agreement to
the contrary, the Seller shall not be liable for settlement of any claim by an
Indemnified Party entered into without the prior consent of the Seller which
consent shall not be reasonably withheld. The indemnities contained in this
Section shall survive the resignation or termination of the Owner Trustee or the
termination of this Agreement. In any event of any claim, action or proceeding
for which indemnity will be sought pursuant to this Section, the Owner Trustee's
choice of legal counsel shall be subject to the approval of the Seller, which
approval shall not be unreasonably withheld. In addition, upon written notice to
the Owner Trustee and with the consent of the Owner Trustee, which consent shall
not be unreasonably withheld, the Seller has the right to assume the defense of
any claim, action or proceeding against the Owner Trustee; provided, however,
that the Seller shall not be entitled to assume the defense of any such claim,
action or proceeding if such claim, action or proceeding involves a possible
imposition of criminal liability or penalty or a material civil penalty on the
Owner Trustee, a conflict of interest between the Owner Trustee and the Seller
or another indemnitee or the granting of material injunctive relief against such
indemnitee, and the Owner Trustee informs the Seller that it desires to be
represented by separate counsel, in which case the reasonable fees and expenses
of such separate counsel shall be borne by the Seller.


                                       28
<PAGE>

        Section 8.03. Payments to the Owner Trustee.

        Any amounts paid to the Owner Trustee pursuant to this Article Eight
shall be deemed not to be a part of the Trust Estate immediately after such
payment.

                                  ARTICLE NINE
                         TERMINATION OF TRUST AGREEMENT

        Section 9.01. Termination of Trust Agreement.

        (a) This Agreement (other than Article Eight) shall terminate and the
Trust shall dissolve, wind up and terminate and be of no further force or effect
upon the earlier of (i) the final distribution by the Owner Trustee of all
moneys or other property or proceeds of the Trust Estate in accordance with the
terms of the Indenture, the Sale and Collection Agreement and Article Five and
the termination of the Indenture [and the Insurance Agreement]; and (ii) the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy (the late ambassador of the United States to the Court of St.
James's). The bankruptcy, liquidation, dissolution, death or incapacity of any
Owner shall not (x) operate to terminate this Agreement or the Trust, (y)
entitle such Owner's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Trust or Trust Estate or (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.

        (b) The Certificates shall be subject to early termination in the manner
and subject to the provisions of Section 6.01 of the Sale and Collection
Agreement.

        (c) Except as provided in Sections 9.01(a) and (b), none of the
Depositor or any Owner shall be entitled to revoke or terminate the Trust.

        (d) Notice of any termination of the Trust, specifying the Payment Date
upon which Certificateholders shall surrender their Certificates to the Paying
Agent for payment of the final distribution and cancellation, shall be given by
the Owner Trustee by letter to Certificateholders [and the Note Insurer] mailed
within five Business Days of receipt of notice of such termination, given
pursuant to Section 6.01 of the Sale and Collection Agreement, stating (i) the
Payment Date upon or with respect to which final payment of the Certificates
shall be made upon presentation and surrender of the Certificates at the office
of the Paying Agent therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable, payments being made only upon presentation and surrender of
the Certificates at the office of the Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the
Owner Trustee) and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Payment Date pursuant to Section 6.01 of the Sale and
Collection Agreement.

        In the event that all of the Certificateholders shall not have
surrendered their Certificates for cancellation within six months after the date
specified in the above mentioned written notice,



                                       29
<PAGE>

the Owner 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 one year after the second
notice all the Certificates shall not have been surrendered for cancellation,
the Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to this Agreement. Subject to
applicable escheat laws, any funds remaining in the Trust after exhaustion of
such remedies shall be distributed by the Owner Trustee to the Residual
Interestholders on a pro rata basis.

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

                                  ARTICLE TEN
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

        Section 10.01. Eligibility Requirements for Owner Trustee.

        The Owner Trustee shall at all times be [a corporation satisfying the
provisions of Section 3807(a) of the Business Trust Statute] [and] [reasonably
acceptable to the Note Insurer]; authorized to exercise corporate trust powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; and having (or
having a parent that has) time deposits that are rated at least "F-1" or "P-1"
(or the equivalent) by each Rating Agency or are otherwise acceptable to each
Rating Agency. If such corporation shall publish reports of condition at least
annually pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purpose of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Owner Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Owner Trustee shall resign immediately in
the manner and with the effect specified in Section 10.02.

        Section 10.02. Resignation or Removal of Owner Trustee.

        The Owner Trustee may at any time resign and be discharged from the
trusts hereby created by giving 30 days' prior written notice thereof to the
Administrator, [the Note Insurer,] and the Indenture Trustee. Upon receiving
such notice of resignation, the Administrator shall promptly appoint a successor
Owner Trustee [with the consent of the Note Insurer] by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Owner Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee [reasonably acceptable to the Note Insurer].

        If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrator [or the Note Insurer], or if at
any time the Owner Trustee shall be legally unable to



                                       30
<PAGE>

act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Administrator
may remove the Owner Trustee. If the Administrator shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Owner Trustee [reasonably
acceptable to the Note Insurer] by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Owner Trustee so removed and
one copy to the successor Owner Trustee, and shall pay all fees owed to the
outgoing Owner Trustee.

        Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each Rating Agency [and the Note
Insurer].

        Section 10.03. Successor Owner Trustee.

        Any successor Owner Trustee appointed pursuant to Section 10.02 shall
execute, acknowledge and deliver to the Depositor, [the Note Insurer,] the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of
the predecessor Owner Trustee shall become effective, and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and expenses deliver to
the successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Depositor, the Administrator and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

        No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.01.

        Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice thereof to Certificateholders,
the Indenture Trustee, the Noteholders and each Rating Agency. If the
Administrator shall fail to mail such notice within 10 days after acceptance of
such appointment by the successor Owner Trustee, the successor Owner Trustee
shall cause such notice to be mailed at the expense of the Administrator.

        Section 10.04. Merger or Consolidation of Owner Trustee.

        Any corporation into which the Owner Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a party,
or any corporation succeeding to all



                                       31
<PAGE>

or substantially all of the corporate trust business of the Owner Trustee, shall
be the successor of the Owner Trustee hereunder, without the execution or filing
of any instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, that such corporation
shall be eligible pursuant to Section 10.01; and, provided, further, that the
Owner Trustee shall mail notice of such merger or consolidation to each Rating
Agency [and the Note Insurer].

        Section 10.05. Appointment of Co-Trustee or Separate Trustee.

        Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Estate or any Collateral may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator, [the Note Insurer] and Owner Trustee to act as
co-trustee, jointly with the Owner Trustee, or as separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person, in
such capacity, such title to the Trust or any part thereof and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator, [the Note Insurer] and the Owner Trustee may
consider necessary or desirable. If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Owner Trustee alone shall have the power to make such appointment [with the
consent of the Note Insurer]. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.

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

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

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

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

        Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this



                                       32
<PAGE>

Agreement and the conditions of this Article. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Owner Trustee. Each such instrument shall be
filed with the Owner Trustee and a copy thereof given to the Administrator.

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

                                 ARTICLE ELEVEN
                                  MISCELLANEOUS

        Section 11.01. Supplements and Amendments.

        This Agreement may be amended by the Depositor and the Owner Trustee
[with the prior written consent of the Note Insurer], and with prior written
notice to each Rating Agency, without the consent of any of the Noteholders or
the Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement or
of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Noteholder or Certificateholder [or the rights of the Note Insurer] or
cause the Trust to be subject to an entity level tax for federal income tax
purposes. An amendment shall not be deemed to adversely affect in any material
respect the interests of any Noteholder or Certificateholder and no opinion
referred to in the preceding proviso shall be required to be delivered if the
Person requesting the amendment obtains a letter from each Rating Agency stating
that the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to each Class of Notes and Certificates.
Notwithstanding the preceding sentence, an opinion shall be required with
respect to tax matters as set forth in this paragraph.

        This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee, with prior written notice to each Rating Agency, with the
consent of [the Note Insurer and] the Holders (as defined in the Indenture) of
Notes evidencing not less than 66 2/3% of the Aggregate Voting Interests of the
Notes and the consent of the Holders of Certificates evidencing not less than
66 2/3% of the Aggregate Voting Interests of the Certificates, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that no such amendment
shall (a) reduce in any manner the amount of, or accelerate or delay the timing
of, distributions that shall be required to be made for the benefit of



                                       33
<PAGE>

the Noteholders, [or] the Certificateholders [or the Note Insurer] or (b) reduce
the aforesaid percentage of the Outstanding Amount of the Notes and the Voting
Interests of the Certificates required to consent to any such amendment, without
the consent of the holders of all the outstanding Securities affected thereby
[and the Note Insurer]; and provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, cause the Trust to be subject to an entity
level tax for federal income tax purposes.

        Notwithstanding the foregoing, no provision of Sections 2.03 or 4.01
hereof may be amended in any manner unless (i) 100% of the Noteholders have
consented in writing thereto, (ii) the Rating Agencies [and the Note Insurer]
have consent in writing thereto or (iii) the Notes have been paid in full and
the Indenture has been discharged.

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

        It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents (and any
other consents of Certificateholders provided for in this Agreement or in any
other Basic Document) and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable requirements
as the Owner Trustee may prescribe.

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

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

        In connection with the execution of any amendment to this Trust
Agreement or any amendment of any other agreement to which the Issuer is a
party, the Owner Trustee shall be entitled to receive and conclusively rely upon
an Opinion of Counsel to the effect that such amendment is authorized or
permitted by the Basic Documents and that all conditions precedent in the Basic
Documents for the execution and delivery thereof by the Issuer or the Owner
Trustee, as the case may be, have been satisfied.

        Section 11.02. No Legal Title to Trust Estate in Owners.

        The Owners shall not have legal title to any part of the Trust Estate.
The Owners shall be entitled to receive distributions with respect to their
undivided ownership interest therein only in accordance with Articles Five and
Nine. No transfer, by operation of law or otherwise, of any right, title or
interest of the Owners to and in their ownership interest in the Trust Estate
shall



                                       34
<PAGE>

operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Estate.

        Section 11.03. Limitations on Rights of Others.

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

        Section 11.04. Notices.

        (a) Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given upon receipt
by the intended recipient (except that notice to the Owner Trustee shall be
deemed given only upon actual receipt by the Owner Trustee), to the applicable
address specified for each party [and the Note Insurer] in the Sale and
Collection Agreement; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.

        (b) Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any such notice also shall be given
to each Rating Agency in the manner described above. 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 and each
Rating Agency receives such notice.

        Section 11.05. Severability.

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

        Section 11.06. Separate Counterparts.

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

        Section 11.07. Successors and Assigns.

        All covenants and agreements contained herein shall be binding upon, and
inure to the benefit of, each of the Depositor and its permitted assignees, the
Owner Trustee and its successors and each Owner and its successors and permitted
assigns, all as herein provided. Any



                                       35
<PAGE>

request, notice, direction, consent, waiver or other instrument or action by an
Owner shall bind the successors and assigns of such Owner.

        Section 11.08. No Petition.

        (a) The Owner Trustee, by entering into this Agreement, each
Certificateholder, by accepting a Certificate, and the Indenture Trustee and
each Noteholder, by accepting the benefits of this Agreement, hereby covenant
and agree that they will not at any time institute against the Depositor or the
Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the
Notes, this Agreement or any of the Basic Documents.

        (b) The Depositor shall not be liable for the default or misconduct of
the Administrator, the Owner Trustee, the Indenture Trustee, the Paying Agent,
[the Master Servicer] or the Servicer under any of the Basic Documents or
otherwise and the Depositor shall have no obligation or liability to perform the
obligations of the Trust under this Agreement or the Basic Documents that are
required to be performed by the Administrator under the Administration Agreement
or the Indenture Trustee under the Indenture or the Sale and Collection
Agreement.

        Section 11.09. No Recourse.

        Each Certificateholder by accepting a Certificate acknowledges that such
Certificateholder's Certificate represents beneficial interests in the Trust
only and do not represent interests in or obligations of the Depositor, [the
Master Servicer], the Servicer, the Administrator, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificates or the Basic Documents.

        Section 11.10. Headings.

        The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

        Section 11.11. Governing Law.

        THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF [      ], WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

        Section 11.12. [Grant of Certificateholder Rights to Note Insurer.

        (a) In consideration for the issuance of the Certificates and for the
guarantee of the Notes by the Note Insurer pursuant to the Note Insurance
Policy, the holders of the Certificates hereby grant to the Note Insurer the
right to act as the holder of 100% of the outstanding Certificates for the
purpose of exercising the rights of the Certificateholders under this Agreement
without the consent of the Certificateholders, including the voting rights of
such holders hereunder, but



                                       36
<PAGE>

excluding those rights requiring the consent of all such holders under Section
11.01 and any rights of such holders to distributions under Section 5.02(a);
provided that the preceding grant of rights to the Note Insurer by the holders
of the Residual Interest Certificate shall be subject to Section 11.14.

        (b) The rights of the Note Insurer to direct certain actions and consent
to certain actions of the Certificateholders hereunder will terminate at such
time as the Class Principal Amount of the Notes has been reduced to zero and the
Note Insurer has been reimbursed for any amounts owed under the Note Insurance
Policy and the Insurance Agreement and the Note Insurer has no further
obligation under the Note Insurance Policy.]

        Section 11.13. [Third-Party Beneficiary.

        The Note Insurer is an intended third-party beneficiary of this
Agreement, and this Agreement shall be binding upon and inure to the benefit of
the Note Insurer; provided that, notwithstanding the foregoing, for so long as a
Note Insurer Default is continuing with respect to its obligations under the
Note Insurance Policy, the Noteholders shall succeed to the Note Insurer's
rights hereunder. Without limiting the generality of the foregoing, all
covenants and agreements in this Agreement that expressly confer rights upon the
Note Insurer shall be for the benefit of and run directly to the Note Insurer,
and the Note Insurer shall be entitled to rely on and enforce such covenants to
the same extent as if it were a party to this Agreement.]

        Section 11.14. [Suspension and Termination of Note Insurer's Rights.

        During the continuation of a Note Insurer Default, rights granted or
reserved to the Note Insurer hereunder shall vest instead in the Owners;
provided that the Note Insurer shall be entitled to any distributions in
reimbursement of the Reimbursement Amount, and the Note Insurer shall retain
those rights under Section 11.01 to consent to any amendment of this Agreement.

        At such time as either (i) the Class Principal Amount of the Notes has
been reduced to zero or (ii) the Note Insurance Policy has been terminated and
in either case of (i) or (ii) the Note Insurer has been reimbursed for all
amounts owed under the Note Insurance Policy and the Insurance Agreement (and
the Note Insurer no longer has any obligation under the Note Insurance Policy,
except for breach thereof by the Note Insurer), then the rights and benefits
granted or reserved to the Note Insurer hereunder (including the rights to
direct certain actions and receive certain notices) shall terminate and the
Certificateholders shall be entitled to the exercise of such rights and to
receive such benefits of the Note Insurer following such termination to the
extent that such rights and benefits are applicable to the Certificateholders.]

        Section 11.15. [Fiduciary Obligation to Holders of the Certificates.

        Nothing in this Agreement shall be construed or deemed to impair the
fiduciary obligation of the Owner Trustee to the Holders of the Certificates. In
acting in accordance with the direction of the Note Insurer pursuant to this
Agreement, the Owner Trustee shall not be deemed to (i) owe any fiduciary
obligation to the Note Insurer or (ii) to have violated any fiduciary obligation
or responsibility to the Holders of the Certificates.]



                                       37
<PAGE>

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


                                     AEGIS ASSET BACKED SECURITIES
                                        CORPORATION
                                     as the Depositor



                                     By:________________________________________
                                        Name:
                                        Title:



                                     [                           ],
                                     in its individual capacity and as Owner
                                     Trustee




                                     By:________________________________________
                                        Name:
                                        Title: