EXHIBIT 4.4




================================================================================


                  STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                                  as Depositor



                                       and



                            [NAME OF OWNER TRUSTEE],

                                as Owner Trustee


                           ___________________________

                                 TRUST AGREEMENT

                          Dated as of ________________

                           ___________________________



                    $_________ Mortgage-Backed Certificates,
                                 Series 200_-__


================================================================================





<PAGE>


<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS
                                                 -----------------


SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>      <C>                        <C>
ARTICLE I

         DEFINITIONS
                  Section 1.01.     DEFINITIONS...................................................................1
                  Section 1.02.     OTHER DEFINITIONAL PROVISIONS.................................................1

ARTICLE II

         ORGANIZATION
                  Section 2.01.     NAME..........................................................................3
                  Section 2.02.     OFFICE........................................................................3
                  Section 2.03.     PURPOSES AND POWERS...........................................................3
                  Section 2.04.     APPOINTMENT OF OWNER TRUSTEE..................................................3
                  Section 2.05.     INITIAL CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE............................4
                  Section 2.06.     DECLARATION OF TRUST..........................................................4
                  Section 2.07.     LIABILITY OF THE HOLDER OF THE CERTIFICATES...................................4
                  Section 2.08.     TITLE TO TRUST PROPERTY.......................................................5
                  Section 2.09.     SITUS OF TRUST................................................................5
                  Section 2.10.     REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR...............................5
                  Section 2.11.     PAYMENT OF TRUST FEES.........................................................6

ARTICLE III

         CONVEYANCE OF THE MORTGAGE COLLATERAL;
         CERTIFICATES
                  Section 3.01.     CONVEYANCE OF THE MORTGAGE COLLATERAL.........................................7
                  Section 3.02.     INITIAL OWNERSHIP.............................................................7
                  Section 3.04.     AUTHENTICATION OF CERTIFICATES................................................8
                  Section 3.05.     REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE OF
                  CERTIFICATES....................................................................................8
                  Section 3.06.     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES............................10
                  Section 3.07.     PERSONS DEEMED CERTIFICATEHOLDERS............................................10
                  Section 3.08.     ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES....................10
                  Section 3.09.     MAINTENANCE OF OFFICE OR AGENCY..............................................10
                  Section 3.10.     CERTIFICATE PAYING AGENT.....................................................11
                  Section 3.11.     [OWNERSHIP...................................................................12
</TABLE>





                                                         i

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<TABLE>
<CAPTION>

<S>      <C>                        <C>
ARTICLE IV

         AUTHORITY AND DUTIES OF OWNER TRUSTEE
                  Section 4.01.     GENERAL AUTHORITY............................................................13
                  Section 4.02.     GENERAL DUTIES...............................................................13
                  Section 4.03.     ACTION UPON INSTRUCTION......................................................13
                  Section 4.04.     NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR IN
                  INSTRUCTIONS...................................................................................14
                  Section 4.05.     RESTRICTIONS.................................................................14
                  Section 4.06.     PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
                  MATTERS........................................................................................15
                  Section 4.07.     ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS.................15
                  Section 4.08.     ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY......................16
                  Section 4.09.     RESTRICTIONS ON CERTIFICATEHOLDERS' POWER....................................16
                  Section 4.10.     MAJORITY CONTROL.............................................................16

ARTICLE V

         APPLICATION OF TRUST FUNDS
                  Section 5.01.     DISTRIBUTIONS................................................................17
                  Section 5.02.     METHOD OF PAYMENT............................................................17
                  Section 5.03.     SIGNATURE ON RETURNS.........................................................18
                  Section 5.04.     STATEMENTS TO CERTIFICATEHOLDERS.............................................18
                  Section 5.05.     TAX REPORTING; TAX ELECTIONS.................................................18

ARTICLE VI

         CONCERNING THE OWNER TRUSTEE
                  Section 6.01.     ACCEPTANCE OF TRUSTS AND DUTIES..............................................19
                  Section 6.02.     FURNISHING OF DOCUMENTS......................................................20
                  Section 6.03.     REPRESENTATIONS AND WARRANTIES...............................................20
                  Section 6.04.     RELIANCE; ADVICE OF COUNSEL..................................................21
                  Section 6.05.     NOT ACTING IN INDIVIDUAL CAPACITY............................................21
                  Section 6.06.     OWNER TRUSTEE NOT LIABLE FOR CERTIFICATES OR RELATED
                  DOCUMENTS......................................................................................22
                  Section 6.07.     OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES.................................22

ARTICLE VII

         COMPENSATION OF OWNER TRUSTEE
                  Section 7.01.     OWNER TRUSTEE'S FEES AND EXPENSES............................................23
                  Section 7.02.     INDEMNIFICATION..............................................................23
</TABLE>



                                                        ii

<PAGE>


<TABLE>
<CAPTION>

<S>      <C>                        <C>
ARTICLE VIII

         TERMINATION OF TRUST AGREEMENT
                  Section 9.02.     REPLACEMENT OF OWNER TRUSTEE.................................................27
                  Section 9.03.     SUCCESSOR OWNER TRUSTEE......................................................28

ARTICLE X

         MISCELLANEOUS
                  Section 10.01.    AMENDMENTS...................................................................30
                  Section 10.02.    NO LEGAL TITLE TO OWNER TRUST ESTATE.........................................31
                  Section 10.03.    LIMITATIONS ON RIGHTS OF OTHERS..............................................31
                  Section 10.04.    NOTICES......................................................................32
                  Section 10.05.    SEVERABILITY.................................................................32
                  Section 10.06.    SEPARATE COUNTERPARTS........................................................32
                  Section 10.07.    SUCCESSORS AND ASSIGNS.......................................................32
                  Section 10.08.    NO PETITION..................................................................32
                  Section 10.09.    NO RECOURSE..................................................................32
                  Section 10.10.    HEADINGS.....................................................................33
                  Section 10.11.    GOVERNING LAW................................................................33
                  Section 10.12.    INTEGRATION..................................................................33
<CAPTION>

EXHIBIT
<S>      <C>                        <C>
Exhibit A - Form of Certificate.................................................................................A-1
Exhibit B - Certificate of Trust of [NAME OF TRUST].............................................................B-1
Exhibit C - Form of Certificate of Non-Foreign Status...........................................................C-1
Exhibit D - Form of Investment Letter...........................................................................D-1
Exhibit E - Form of Investment Letter for Certificates..........................................................E-1
</TABLE>




                                                        iii

<PAGE>



     This Trust Agreement, dated as of ________________ (as amended from time to
time, this "Trust Agreement"), between Structured Asset Mortgage Investments II
Inc., a Delaware corporation, as Depositor (the "Depositor") and
______________________, a Delaware ___________________, as Owner Trustee (the
"Owner Trustee"),


                                WITNESSETH THAT:

     In consideration of the mutual agreements herein contained, the Depositor
and the Owner Trustee agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01. DEFINITIONS. For all purposes of this Trust Agreement, except
as otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Indenture. All other capitalized terms used herein shall
have the meanings specified herein.

     Section 1.02. OTHER DEFINITIONAL PROVISIONS.

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

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

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

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




<PAGE>



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

     (e) Any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.



                                        2

<PAGE>



                                   ARTICLE II

                                  ORGANIZATION

     Section 2.01. NAME. The trust created hereby (the "Trust") shall be known
as "[NAME OF TRUST] Series 200_-_," in which name the Owner Trustee may conduct
the business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

     Section 2.02. OFFICE. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address in Delaware as
the Owner Trustee may designate by written notice to the Certificateholders and
the Depositor.

     Section 2.03. PURPOSES AND POWERS. The purpose of the Trust is to engage in
the following activities:

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

          (ii) to pay the organizational, start-up and transactional expenses of
     the Trust;

          (iii) to assign, grant, transfer, pledge and convey the Mortgage
     Collateral pursuant to the Indenture and to hold, manage and distribute to
     the Certificateholders pursuant to Section 5.01 any portion of the Mortgage
     Collateral released from the Lien of, and remitted to the Trust pursuant to
     the Indenture;

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

          (v) to engage in those activities, including entering into agreements,
     that are necessary, suitable or convenient to accomplish the foregoing or
     are incidental thereto or connected therewith, including, without
     limitation, to accept additional contributions of equity that are not
     subject to the Lien of the Indenture; and

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

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Trust Agreement or the
Basic Documents [while any Note is outstanding] [without the consent of __% of
the Certificateholders].

     Section 2.04. APPOINTMENT OF OWNER TRUSTEE. The Depositor hereby appoints
the Owner


                                        3

<PAGE>



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

     Section 2.05. INITIAL CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial corpus of the Trust and shall
be deposited in the Certificate Distribution Account. The Owner Trustee also
acknowledges on behalf of the trust receipt of the Mortgage Collateral and a
Surety Bond assigned to the Trust pursuant to Section 3.01, which shall
constitute the Owner Trust Estate.

     Section 2.06. DECLARATION OF TRUST. The Owner Trustee hereby declares that
it shall hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a statutory trust under the
Statutory Trust Statute and that this Trust Agreement constitute the governing
instrument of such statutory trust. It is the intention of the parties hereto
that, for income and franchise tax purposes, the Trust shall be treated as a
corporation, with the assets of the corporation being the Owner Trust Estate,
the [equity interest in the corporation] being the Certificates and the Notes
being debt of the corporation and the provisions of this Agreement shall be
interpreted to further this intention. Except as otherwise provided in this
Trust Agreement, the rights of the Certificateholders will be those of [equity
owners of the Trust] formed under the Delaware [corporation law]. The parties
agree that, unless otherwise required by appropriate tax authorities, the Trust
will file or cause to be filed annual or other necessary returns, reports and
other forms consistent with the characterization of the Trust [as a corporation]
for such tax purposes. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth herein and in the Statutory Trust
Statute with respect to accomplishing the purposes of the Trust.

     Section 2.07. LIABILITY OF THE HOLDER OF THE CERTIFICATES. (a) The Holders
of the Certificates shall be liable directly to and shall indemnify any injured
party for all losses, claims, damages, liabilities and expenses of the Trust
(including Expenses, to the extent not paid out of the Owner Trust Estate) to
the extent that the Holders of the Certificates would be liable if the Trust
were a corporation under [Delaware corporate law]; provided, however, that the
Holders of the Certificates shall not be liable for payments required to be made
on the Notes or the Certificates, or for any losses incurred by a
Certificateholder in the capacity of an investor in the Certificates or a
Noteholder in the capacity of an investor in the Notes. The Holders of the
Certificates shall be liable for any entity level taxes imposed on the Trust. In
addition, any third party creditors of the Trust, including the Credit Enhancer
(other than in connection with the obligations described in the preceding
sentence for which the Holders of the Certificates shall not be liable) shall be
deemed third party beneficiaries of this paragraph. The obligations of the
Holders of the Certificates under this paragraph shall be evidenced by the
Certificates.

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


                                        4

<PAGE>



limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     Section 2.08. TITLE TO TRUST PROPERTY. Legal title to the Owner Trust
Estate shall be vested at all times in the Trust as a separate legal entity
except where applicable law in any jurisdiction requires title to any part of
the Owner Trust Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a
separate trustee, as the case may be.

     Section 2.09. SITUS OF TRUST. The Trust will be located and administered in
the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
________. The Trust shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having employees within or without the State of Delaware or
taking actions outside the State of Delaware in order to comply with Section
2.03. Payments will be received by the Trust only in Delaware, New York or
________, and payments will be made by the Trust only from Delaware, New York or
________. The only office of the Trust will be at the Corporate Trust Office in
Delaware.

     Section 2.10. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants to the Owner Trustee that:

          (i) The Depositor is duly organized and validly existing as a
     corporation in good standing under the laws of the State of Delaware, with
     power and authority to own its properties and to conduct its business as
     such properties are currently owned and such business is presently
     conducted.

          (ii) The Depositor is duly qualified to do business as a foreign
     corporation in good standing and has obtained all necessary licenses and
     approvals in all jurisdictions in which the ownership or lease of its
     property or the conduct of its business shall require such qualifications
     and in which the failure to so qualify would have a material adverse effect
     on the business, properties, assets or condition (financial or other) of
     the Depositor.

          (iii) The Depositor has the power and authority to execute and deliver
     this Trust Agreement and to carry out its terms; the Depositor has full
     power and authority to sell and assign the property to be sold and assigned
     to and deposited with the Trust as part of the Trust and the Depositor has
     duly authorized such sale and assignment and deposit to the Trust by all
     necessary corporate action; and the execution, delivery and performance of
     this Trust Agreement have been duly authorized by the Depositor by all
     necessary corporate action.

          (iv) The consummation of the transactions contemplated by this Trust
     Agreement and the fulfillment of the terms hereof do not conflict with,
     result in any breach of any of the


                                        5

<PAGE>



     terms and provisions of, or constitute (with or without notice or lapse of
     time) a default under, the articles of incorporation or bylaws of the
     Depositor, or any indenture, agreement or other instrument to which the
     Depositor is a party or by which it is bound; nor result in the creation or
     imposition of any Lien upon any of its properties pursuant to the terms of
     any such indenture, agreement or other instrument (other than pursuant to
     the Basic Documents); nor violate any law or, to the best of the
     Depositor's knowledge, any order, rule or regulation applicable to the
     Depositor of any court or of any federal or state regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Depositor or its properties.

     Section 2.11. PAYMENT OF TRUST FEES. The Owner Trustee shall cause the
Administrator (i) to pay the Trust's fees and expenses incurred with respect to
the performance of the Trust's duties under the Indenture from amounts received
pursuant to Section 3.05(x) under the Indenture and (ii) to notify the
Certificate Paying Agent of such fees and expenses incurred thereunder.



                                        6

<PAGE>




                                   ARTICLE III

                     CONVEYANCE OF THE MORTGAGE COLLATERAL;
                                  CERTIFICATES

     Section 3.01. CONVEYANCE OF THE MORTGAGE COLLATERAL. The Depositor,
concurrently with the execution and delivery hereof, does hereby transfer,
convey, sell and assign to the Trust, on behalf of the Holders of the Notes and
the Certificates and the Credit Enhancer, without recourse, all its right, title
and interest in and to the Mortgage Collateral. The Depositor will also provide
the Trust with a Surety Bond.

     The parties hereto intend that the transaction set forth herein be a sale
by the Depositor to the Trust of all of its right, title and interest in and to
the Mortgage Collateral. In the event that the transaction set forth herein is
not deemed to be a sale, the Depositor hereby grants to the Trust a security
interest in all of its right, title and interest in, to and under the Owner
Trust Estate, all distributions thereon and all proceeds thereof; and this Trust
Agreement shall constitute a security agreement under applicable law.

     Section 3.02. INITIAL OWNERSHIP. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the conveyance
of the Mortgage Collateral pursuant to Section 3.01 and the issuance of the
Certificates, the Depositor shall be the sole Certificateholder.

     Section 3.03. THE CERTIFICATES. The Certificates shall be issued in minimum
denominations of $[250,000] and in integral multiples of $10,000 in excess
thereof; except for one Certificate that may not be in an integral multiple of
$10,000; provided, however, that the Designated Certificate issued pursuant to
Section 3.11 may be issued in the amount of $_________. The Certificates shall
be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee and authenticated in the manner provided
in Section 3.04. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefit of this Trust Agreement, notwithstanding that such individuals or
any of them shall have ceased to be so authorized prior to the authentication
and delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates. A Person shall become a
Certificateholder and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such Person's acceptance of a
Certificate duly registered in such Person's name, pursuant to Section 3.05.

     A transferee of a Certificate shall become a Certificateholder and shall be
entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee's acceptance of a Certificate duly registered in
such transferee's name pursuant to and upon satisfaction of the conditions set
forth in Section 3.05.



                                        7

<PAGE>



     Section 3.04. AUTHENTICATION OF CERTIFICATES. Concurrently with the
acquisition of the Mortgage Collateral by the Trust, the Owner Trustee shall
cause the Certificates in an aggregate principal amount equal to the Initial
Principal Balance of the Certificates to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor,
signed by its chairman of the board, its president or any vice president,
without further corporate action by the Depositor, in authorized denominations.
No Certificate shall entitle its holder to any benefit under this Trust
Agreement or be valid for any purpose unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or ____________________, by manual
signature; such authentication shall constitute conclusive evidence that such
Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

     Section 3.05. REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE OF
CERTIFICATES. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.09, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the [Owner
Trustee] shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. _____________________________
shall be the initial Certificate Registrar. If the Certificate Registrar resigns
or is removed, the Owner Trustee shall appoint a successor Certificate
Registrar.

     Subject to satisfaction of the conditions set forth below and to the
provisions of Section 3.11 with respect to the Designated Certificate, upon
surrender for registration of transfer of any Certificate at the office or
agency maintained pursuant to Section 3.09, the Owner Trustee shall execute,
authenticate and deliver (or shall cause __________________________________ as
its authenticating agent to authenticate and deliver) in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate amount dated the date of authentication by the
Owner Trustee or any authenticating agent. At the option of a Holder,
Certificates may be exchanged for other Certificates of authorized denominations
of a like aggregate amount upon surrender of the Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.09.

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

     No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.



                                        8

<PAGE>



     No Person shall become a Certificateholder until it shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9
and the Certificate of Non-Foreign Status set forth in Exhibit C hereto.

     No transfer of a Certificate shall be made unless such transfer is exempt
from the registration requirements of the Securities Act and any applicable
state securities laws or is made in accordance with said Act and laws. In the
event of any such transfer, the Certificate Registrar or the Depositor shall
prior to such transfer require the transferee to execute (i) (a) an investment
letter (in substantially the form attached hereto as Exhibit D) in form and
substance reasonably satisfactory to the Certificate Registrar and the Depositor
certifying to the Trust, the Owner Trustee, the Certificate Registrar and the
Depositor that such transferee is a "qualified institutional buyer" under Rule
144A under the Securities Act, or (b) solely with respect to the Designated
Certificate, an investment letter (in substantially the form attached hereto as
Exhibit E), acceptable to and in form and substance reasonably satisfactory to
the Certificate Registrar and the Depositor, which investment letters shall not
be an expense of the Trust, the Owner Trustee, the Certificate Registrar, the
Servicer or the Depositor and (ii) the Certificate of Non-Foreign Status (in
substantially the form attached hereto as Exhibit C) acceptable to and in form
and substance reasonably satisfactory to the Certificate Registrar and the
Depositor, which certificate shall not be an expense of the Trust, the Owner
Trustee, the Certificate Registrar or the Depositor. The Holder of a Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trust, the Owner Trustee, the Certificate Registrar, the Servicer and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

     No transfer of a Certificate shall be made unless the Certificate Registrar
shall have received either (i) a representation letter from the proposed
transferee of such Certificate to the effect that such proposed transferee is
not an employee benefit plan subject to the fiduciary responsibility provisions
of ERISA, or Section 4975 of the Code, or a Person acting on behalf of any such
plan or using the assets of any such plan, which representation letter shall not
be an expense of the Trust, Owner Trustee, the Certificate Registrar, the
Servicer or the Depositor or (ii) in the case of any such certificate presented
for registration in the name of an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan, or any other Person who is using the assets of any such plan to effect
such acquisition, an Opinion of Counsel, in form and substance reasonably
satisfactory to, and addressed and delivered to, the Trust, the Certificate
Registrar and the Depositor, to the effect that the purchase or holding of such
Certificate will not result in the assets of the Owner Trust Estate being deemed
to be "plan assets" and subject to the fiduciary responsibility provisions of
ERISA or the prohibited transaction provisions of the Code, will not constitute
or result in a prohibited transaction within the meaning of Section 406 or
Section 407 of ERISA or Section 4975 of the Code, and will not subject the
Trust, the Owner Trustee, the Certificate Registrar or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those explicitly undertaken in this
Trust Agreement which Opinion of Counsel shall not be an expense of the Trust,
the Owner Trustee, the Certificate Registrar or Depositor.


                                        9

<PAGE>



     Section 3.06. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (a) any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice to the Certificate Registrar or the Owner Trustee that such Certificate
has been acquired by a bona fide purchaser, the Owner Trustee shall execute on
behalf of the Trust and the Owner Trustee or ________________, as the Trust's
authenticating agent, shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and denomination. In connection with the issuance of any new
Certificate under this Section 3.06, the Owner Trustee or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Certificate issued pursuant to this Section 3.06 shall constitute conclusive
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

     Section 3.07. PERSONS DEEMED CERTIFICATEHOLDERS. Prior to due presentation
of a Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar or any Certificate Paying Agent may treat the Person in
whose name any Certificate is registered in the Certificate Register as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and none of the Trust, the
Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by
any notice to the contrary.

     Section 3.08. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
The Certificate Registrar shall furnish or cause to be furnished to the
Depositor or the Owner Trustee, within 15 days after receipt by the Certificate
Registrar of a written request therefor from the Depositor or the Owner Trustee,
a list, in such form as the Depositor or the Owner Trustee, as the case may be,
may reasonably require, of the names and addresses of the Certificateholders as
of the most recent Record Date. Each Holder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any of the Trust, the
Depositor, the Holder of the Designated Certificate, the Certificate Registrar
or the Owner Trustee accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

     Section 3.09. MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee on behalf
of the Trust, shall maintain in the Borough of Manhattan, The City of New York,
an office or offices or agency or agencies where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Owner Trustee in respect of the Certificates and the Basic Documents
may be served. The Owner Trustee initially designates the Corporate Trust Office
of the Owner Trustee as its office for such purposes. The Owner Trustee shall
give prompt written notice to the Depositor, the Holder of the Designated
Certificate and the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.



                                       10

<PAGE>



     Section 3.10. CERTIFICATE PAYING AGENT. (a) The Certificate Paying Agent
shall make distributions to Certificateholders from the Certificate Distribution
Account on behalf of the Trust in accordance with the provisions of the
Certificates and Section 5.01 hereof from payments remitted to the Certificate
Paying Agent by the Indenture Trustee pursuant to Section 3.05 of the Indenture.
The Trust hereby appoints __________________ as Certificate Paying Agent and
_________________ hereby accepts such appointment and further agrees that it
will be bound by the provisions of this Trust Agreement relating to the
Certificate Paying Agent and shall:

          (i) hold all sums held by it for the payment of amounts due with
     respect to the Certificates in trust for the benefit of the Persons
     entitled thereto until such sums shall be paid to such Persons or otherwise
     disposed of as herein provided;

          (ii) give the Owner Trustee notice of any default by the Trust of
     which it has actual knowledge in the making of any payment required to be
     made with respect to the Certificates;

          (iii) at any time during the continuance of any such default, upon the
     written request of the Owner Trustee forthwith pay to the Owner Trustee on
     behalf of the Trust all sums so held in Trust by such Certificate Paying
     Agent;

          (iv) immediately resign as Certificate Paying Agent and forthwith pay
     to the Owner Trustee on behalf of the Trust all sums held by it in trust
     for the payment of Certificates if at any time it ceases to meet the
     standards required to be met by the Certificate Paying Agent at the time of
     its appointment;

          (v) comply with all requirements of the Code with respect to the
     withholding from any payments made by it on any Certificates of any
     applicable withholding taxes imposed thereon and with respect to any
     applicable reporting requirements in connection therewith; and

          (vi) deliver to the Owner Trustee a copy of the report to
     Certificateholders prepared with respect to each Payment Date by the
     Servicer pursuant to Section 4.01 of the Servicing Agreement.

     (b) On the second LIBOR Business Day immediately preceding (i) the Closing
Date in the case of the first Interest Period and (ii) the first day of each
succeeding Interest Period, the Certificate Paying Agent shall determine LIBOR
and the Certificate Rate for such Interest Period and shall inform the Servicer
and the Depositor at their respective facsimile numbers given to the Certificate
Paying Agent in writing thereof.

     (c) The Trust may revoke such power and remove the Certificate Paying Agent
if the Administrator determines in its sole discretion that the Certificate
Paying Agent shall have failed to perform its obligations under this Trust
Agreement in any material respect. __________________


                                       11

<PAGE>



shall be permitted to resign as Certificate Paying Agent upon 30 days written
notice to the Owner Trustee; provided ________________ is also resigning as
Paying Agent under the Indenture at such time. In the event that
___________________ shall no longer be the Certificate Paying Agent under this
Trust Agreement and Paying Agent under the Indenture, the Administrator shall
appoint a successor to act as Certificate Paying Agent (which shall be a bank or
trust company) and which shall also be the successor Paying Agent under the
Indenture. The Administrator shall cause such successor Certificate Paying Agent
or any additional Certificate Paying Agent appointed by the Administrator to
execute and deliver to the Owner Trustee an instrument to the effect set forth
in this Section 3.10 as it relates to the Certificate Paying Agent. The
Certificate Paying Agent shall return all unclaimed funds to the Trust and upon
removal of a Certificate Paying Agent such Certificate Paying Agent shall also
return all funds in its possession to the Trust. The provisions of Sections
6.01, 6.03, 6.04 and 7.01 shall apply to the Certificate Paying Agent to the
extent applicable. Any reference in this Agreement to the Certificate Paying
Agent shall include any co-paying agent unless the context requires otherwise.

     (d) The Certificate Paying Agent shall establish and maintain with itself a
trust account (the "Certificate Distribution Account") in which the Certificate
Paying Agent shall, deposit, on the same day as it is received from the
Indenture Trustee, each remittance received by the Certificate Paying Agent with
respect to payments made pursuant to the Indenture. The Certificate Paying Agent
shall make all distributions of principal of and interest on the Certificates,
from moneys on deposit in the Certificate Distribution Account.

     Section 3.11. [OWNERSHIP. The Certificates shall, for income and franchise
tax purposes, be treated as the equity interest of the Trust. The Certificates
shall not be transferred unless (a) the transferee shall be an Affiliate of the
Seller, unless the prior written consent of the Credit Enhancer is obtained,
which will not be unreasonably withheld, (b) the applicable provisions of
Section 3.05 are satisfied, (c) the Certificate Registrar receives an Opinion of
Counsel to the effect that the transfer of the Certificates shall not cause the
Trust to be subject to an entity level tax and (d) the Rating Agencies shall
consent to such transfer.]



                                       12

<PAGE>




                                   ARTICLE IV

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

     Section 4.01. GENERAL AUTHORITY. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and any
amendment or other agreement or instrument described herein, in each case, in
such form as the Administrator shall approve, as evidenced conclusively by the
Owner Trustee's execution thereof. In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions required
of the Trust pursuant to the Basic Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator directs
with respect to the Basic Documents.

     Section 4.02. GENERAL DUTIES. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Trust Agreement and the Basic Documents to which the Trust is
a party and to administer the Trust in the interest of the Certificateholders,
subject to the Basic Documents and in accordance with the provisions of this
Trust Agreement. Notwithstanding the foregoing, the Owner Trustee shall be
deemed to have discharged its duties and responsibilities hereunder and under
the Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform such acts or to discharge such duties of the
Owner Trustee or the Trust hereunder or under any Basic Document, and the Owner
Trustee shall not be held liable for the default or failure of the Administrator
to carry out its obligations under the Administration Agreement.

     Section 4.03. ACTION UPON INSTRUCTION. (a) Subject to Article IV and in
accordance with the terms of the Basic Documents, the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust.
Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Article IV.

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

     (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Trust Agreement or
under any Basic Document, or in the event that the Owner Trustee is unsure as to
the application of any provision of this Trust Agreement or any Basic Document
or any such provision is ambiguous as to its application, or is, or appears to
be, in conflict with any other applicable provision, or in the event that this
Trust Agreement permits any determination by the Owner Trustee or is silent or
is incomplete as to the course of action that


                                       13

<PAGE>



the Owner Trustee is required to take with respect to a particular set of facts,
the Owner Trustee shall promptly give notice (in such form as shall be
appropriate under the circumstances) to the Certificateholders (with a copy to
the Credit Enhancer) requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholders received, the Owner
Trustee shall not be liable on account of such action to any Person. If the
Owner Trustee shall not have received appropriate instruction within 10 days of
such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Trust Agreement or the Basic Documents, as it shall deem
to be in the best interests of the Certificateholders, and the Owner Trustee
shall have no liability to any Person for such action or inaction.

     Section 4.04. NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Trust Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Trust Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Trust Agreement or any Basic Document. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense, promptly
take all action as may be necessary to discharge any liens on any part of the
Owner Trust Estate that result from actions by, or claims against, the Owner
Trustee that are not related to the ownership or the administration of the Owner
Trust Estate.

     Section 4.05. RESTRICTIONS. (a) The Owner Trustee shall not take any action
(x) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (y) that, to the actual knowledge of the Owner Trustee, would result in
the Trust becoming taxable as a corporation for federal income tax purposes. The
Certificateholders shall not direct the Owner Trustee to take action that would
violate the provisions of this Section 4.06.

     (b) The Owner Trustee shall not convey or transfer any of the Trust's
properties or assets, including those included in the Trust Estate, to any
person unless (a) it shall have received an Opinion of Counsel to the effect
that such transaction will not have any material adverse tax consequence to the
Trust or any Certificateholder and (b) such conveyance or transfer shall not
violate the provisions of Section 3.16(b) of the Indenture.



                                       14

<PAGE>



     Section 4.06. PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
MATTERS. With respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Certificateholders in writing of the proposed
action and the Certificateholders shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

     (a) the initiation of any claim or lawsuit by the Trust (except claims or
lawsuits brought in connection with the collection of cash distributions due and
owing under the Mortgage Collateral) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of cash distributions due and
owing under the Mortgage Collateral);

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

     (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

     (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;

     (e) the amendment, change or modification of the Administration Agreement,
except to cure any ambiguity or to amend or supplement any provision in a manner
or add any provision that would not materially adversely affect the interests of
the Certificateholders; or

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

     Section 4.07. ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN MATTERS.
The Owner Trustee shall not have the power, except upon the direction of the
Certificateholders, and with the consent of the Credit Enhancer, to (a) remove
the Administrator under the Administration Agreement pursuant to Section 8
thereof, (b) appoint a successor Administrator pursuant to Section 8 of the
Administration Agreement, (c) remove the Servicer under the Servicing Agreement
pursuant to Sections 7.01 and 8.05 thereof or (d) except as expressly provided
in the Basic Documents, sell the Mortgage Collateral after the termination of
the Indenture. The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions signed by the
Certificateholders and with the consent of the Credit Enhancer.



                                       15

<PAGE>



     Section 4.08. ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Certificateholders and with the consent of the Credit Enhancer and the delivery
to the Owner Trustee by each such Certificateholder of a certificate certifying
that such Certificateholder reasonably believes that the Trust is insolvent.

     Section 4.09. RESTRICTIONS ON CERTIFICATEHOLDERS' POWER. The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic
Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be
obligated to follow any such direction, if given.

     Section 4.10. MAJORITY CONTROL. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Trust Agreement
may be taken by the Holders of Certificates evidencing not less than a majority
of the outstanding Principal Balance of the Certificates. Except as expressly
provided herein, any written notice of the Certificateholders delivered pursuant
to this Trust Agreement shall be effective if signed by holders of Certificates
evidencing not less than a majority of the outstanding Principal Balance of the
Certificates at the time of the delivery of such notice.



                                       16

<PAGE>




                                    ARTICLE V

                           APPLICATION OF TRUST FUNDS

     Section 5.01. DISTRIBUTIONS. (a) On each Payment Date, the Certificate
Paying Agent shall distribute to the Certificateholders all funds on deposit in
the Certificate Distribution Account and available therefor (as provided in
Section 3.05 of the Indenture), as principal and the Certificate Distribution
Amount for such Payment Date. All distributions made pursuant to this Section
shall be made on a pro rata basis to the Certificateholders based on the
Certificate Principal Balances thereof; provided however that any amount on
deposit in the Certificate Distribution Account relating to a payment to the
Certificate Paying Agent pursuant to Section 3.05(xi) of the Indenture shall be
distributed solely to the Designated Certificate.

     (b) In the event that any withholding tax is imposed on the distributions
(or allocations of income) to a Certificateholder, such tax shall reduce the
amount otherwise distributable to the Certificateholder in accordance with this
Section 5.01. The Certificate Paying Agent is hereby authorized and directed to
retain or cause to be retained from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust (but such authorization shall not prevent the Owner Trustee
from contesting any such tax in appropriate proceedings, and withholding payment
of such tax, if permitted by law, pending the outcome of such proceedings). The
amount of any withholding tax imposed with respect to a Certificateholder shall
be treated as cash distributed to such Certificateholder at the time it is
withheld by the Certificate Paying Agent and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in its sole discretion
withhold such amounts in accordance with this paragraph (b).

     (c) All calculations of the Certificate Distribution Amount on the
Certificates shall be made on the basis of the actual number of days in an
Interest Period and a year assumed to consist of 360 days.

     (d) Distributions to Certificateholders shall be subordinated to the
creditors of the Trust, including the Noteholders.

     Section 5.02. METHOD OF PAYMENT. Subject to Section 8.01(c), distributions
required to be made to Certificateholders on any Payment Date as provided in
Section 5.01 shall be made to each Certificateholder of record on the preceding
Record Date either by, in the case of any Certificateholder owning Certificates
having denominations aggregating at least $1,000,000, wire transfer, in
immediately available funds, to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at
least five Business Days prior to such Payment Date or, if not, by check mailed
to such Certificateholder at the address of such Holder appearing in the


                                       17

<PAGE>



Certificate Register.

     Section 5.03. SIGNATURE ON RETURNS. The Owner Trustee shall sign on behalf
of the Trust the tax returns of the Trust.

     Section 5.04. STATEMENTS TO CERTIFICATEHOLDERS. On each Payment Date, the
Certificate Paying Agent shall send to each Certificateholder the statement or
statements provided to the Owner Trustee and the Certificate Paying Agent by the
Servicer pursuant to Section 4.01 of the Servicing Agreement with respect to
such Distribution Date.

     Section 5.05. TAX REPORTING; TAX ELECTIONS. The Holder of the Certificate
shall cause the Trust to file federal and state income tax returns and
information statements as a corporation for each of its taxable years. Within 90
days after the end of each calendar year, the Holder of the Designated
Certificate shall cause the Trust to provide to each Certificateholder an
Internal Revenue Service "K-1" or any successor schedule and supplemental
information, if required by law, to enable each Certificateholder to file its
federal and state income tax returns. The Holder of the Designated Certificate
may from time to time make and revoke such tax elections with respect to the
Trust as it deems necessary or desirable in its sole discretion to carry out the
business of the Trust or the purposes of this Trust Agreement if permitted by
applicable law. Notwithstanding the foregoing, an election under Section 754 of
the Code shall not be made without the written consent of a majority in interest
of the Holders of the Certificates. The Holder of the Designated Certificate
shall serve as tax matters partner for the Trust.



                                       18

<PAGE>




                                   ARTICLE VI

                          CONCERNING THE OWNER TRUSTEE

     Section 6.01. ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Trust Agreement. The
Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys
actually received by it constituting part of the Owner Trust Estate upon the
terms of the Basic Documents and this Trust Agreement. The Owner Trustee shall
not be answerable or accountable hereunder or under any Basic Document under any
circumstances, except (i) for its own willful misconduct, negligence or bad
faith or negligent failure to act or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 6.03 expressly made by the Owner
Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

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

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

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

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

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



                                       19

<PAGE>



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

     (g) The Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it or duties imposed by this Trust Agreement, or to
institute, conduct or defend any litigation under this Trust Agreement or
otherwise or in relation to this Trust Agreement or any Basic Document, at the
request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Trust Agreement or in any
Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its negligence or willful misconduct in the
performance of any such act.

     Section 6.02. FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish to
the Securityholders promptly upon receipt of a written reasonable request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Trust under the Basic Documents.

     Section 6.03. REPRESENTATIONS AND WARRANTIES. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

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

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

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



                                       20

<PAGE>



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

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

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

     Section 6.04. RELIANCE; ADVICE OF COUNSEL. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter
and such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.

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

     Section 6.05. NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided in this
Article VI, in accepting the trusts hereby created ______________________ acts
solely as Owner Trustee


                                       21

<PAGE>



hereunder and not in its individual capacity, and all Persons having any claim
against the Owner Trustee by reason of the transactions contemplated by this
Trust Agreement or any Basic Document shall look only to the Owner Trust Estate
for payment or satisfaction thereof.

     Section 6.06. OWNER TRUSTEE NOT LIABLE FOR CERTIFICATES OR RELATED
DOCUMENTS. The recitals contained herein and in the Certificates (other than the
signatures of the Owner Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Owner Trustee assumes no responsibility for
the correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Trust Agreement, of any Basic Document or of the
Certificates (other than the signatures of the Owner Trustee on the
Certificates) or the Notes, or of any Related Documents. The Owner Trustee shall
at no time have any responsibility or liability with respect to the sufficiency
of the Owner Trust Estate or its ability to generate the payments to be
distributed to Certificateholders under this Trust Agreement or the Noteholders
under the Indenture, including, the compliance by the Depositor or the Seller
with any warranty or representation made under any Basic Document or in any
related document or the accuracy of any such warranty or representation, or any
action of the Administrator, the Certificate Paying Agent, the Certificate
Registrar or the Indenture Trustee taken in the name of the Owner Trustee.

     Section 6.07. OWNER TRUSTEE MAY OWN CERTIFICATES AND 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 Seller, the
Certificate Paying Agent, the Certificate Registrar, the Administrator and the
Indenture Trustee in transactions with the same rights as it would have if it
were not Owner Trustee.



                                       22

<PAGE>




                                   ARTICLE VII

                          COMPENSATION OF OWNER TRUSTEE

     Section 7.01. OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof, and the Owner Trustee shall be
reimbursed for its reasonable expenses hereunder and under the Basic Documents,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may reasonably
employ in connection with the exercise and performance of its rights and its
duties hereunder and under the Basic Documents pursuant to Section 3.08 of the
Servicing Agreement.

     Section 7.02. INDEMNIFICATION. The Holder of the Designated Certificate
shall indemnify, defend and hold harmless the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from and
against, any and all liabilities, obligations, losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Trust Agreement, the Basic Documents, the Owner Trust
Estate, the administration of the Owner Trust Estate or the action or inaction
of the Owner Trustee hereunder, provided, that:

          (i) the Holder of the Designated Certificate shall not be liable for
     or required to indemnify an Indemnified Party from and against Expenses
     arising or resulting from the Owner Trustee's willful misconduct,
     negligence or bad faith or as a result of any inaccuracy of a
     representation or warranty contained in Section 6.03 expressly made by the
     Owner Trustee;

          (ii) with respect to any such claim, the Indemnified Party shall have
     given the Holder of the Designated Certificate written notice thereof
     promptly after the Indemnified Party shall have actual knowledge thereof;

          (iii) while maintaining control over its own defense, the Holder of
     the Designated Certificate shall consult with the Indemnified Party in
     preparing such defense; and

          (iv) notwithstanding anything in this Agreement to the contrary, the
     Holder of the Designated Certificate shall not be liable for settlement of
     any claim by an Indemnified Party entered into without the prior consent of
     the Holder of the Designated Certificate which consent shall not be
     unreasonably withheld.

     The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Trust Agreement. In
the event of any claim, action or


                                       23

<PAGE>



proceeding for which indemnity will be sought pursuant to this Section, the
Owner Trustee's choice of legal counsel, if other than the legal counsel
retained by the Owner Trustee in connection with the execution and delivery of
this Trust Agreement, shall be subject to the approval of the Holder of the
Designated Certificate, which approval shall not be unreasonably withheld. In
addition, upon written notice to the Owner Trustee and with the consent of the
Owner Trustee which consent shall not be unreasonably withheld, the Holder of
the Designated Certificate has the right to assume the defense of any claim,
action or proceeding against the Owner Trustee.



                                       24

<PAGE>




                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

     Section 8.01. TERMINATION OF TRUST AGREEMENT. (a) This Trust Agreement
(other than Article VIII) and the Trust shall terminate and be of no further
force or effect upon the earliest of (i) upon the final distribution of all
moneys or other property or proceeds of the Owner Trust Estate in accordance
with the terms of the Indenture and this Trust Agreement, (ii) the Payment Date
in ____________, (iii) at the time provided in Section 8.02 or (iv) purchase by
the Servicer of all Mortgage Loans pursuant to Section 8.08 of the Servicing
Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder, other than the Holder of the Designated Certificate as
described in Section 8.02, shall not (x) operate to terminate this Trust
Agreement or the Trust or (y) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or the Owner Trust Estate or (z) otherwise affect the rights, obligations
and liabilities of the parties hereto.

     (b) Except as provided in Section 8.01(a), none of the Depositor, the
Holder of the Designated Certificate or any other Certificateholder shall be
entitled to revoke or terminate the Trust.

     (c) Notice of any termination of the Trust, specifying the Payment Date
upon which Certificateholders shall surrender their Certificates to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate Paying Agent by letter to Certificateholders
and the Credit Enhancer mailed within five Business Days of receipt of notice of
such termination from the Administrator, stating (i) the Payment Date upon or
with respect to which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Certificate
Paying Agent therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Certificate Payment Agent therein specified.
The Certificate Paying Agent shall give such notice to the Owner Trustee and the
Certificate Registrar at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates, the Certificate Paying
Agent shall cause to be distributed to Certificateholders amounts distributable
on such Payment Date pursuant to Section 5.01.

     In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Certificate Paying Agent shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. Subject to applicable laws with respect to escheat of funds, if within
one year following the Payment Date on which final payment of the Certificates
was to have been made pursuant to Section 3.03 of


                                       25

<PAGE>



the Indenture, all the Certificates shall not have been surrendered for
cancellation, the Certificate Paying Agent may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that shall remain
subject to this Trust Agreement. Any funds remaining in the Certificate
Distribution Account after exhaustion of such remedies shall be distributed by
the Certificate Paying Agent to the Holder of the Designated Certificate.

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

     Section 8.02. DISSOLUTION UPON BANKRUPTCY OF THE HOLDER OF THE DESIGNATED
CERTIFICATE. In the event that an Insolvency Event shall occur with respect to
the Holder of the Designated Certificate, this Trust Agreement and the Trust
shall be terminated in accordance with Section 8.01, 90 days after the date of
such Insolvency Event, unless, before the end of such 90-day period, the Owner
Trustee shall have received written instructions from (a) if no Credit Enhancer
Default shall have occurred and be continuing, Holders of Certificates (other
than the Holder of the Designated Certificate) representing more than 50% of the
Principal Balance of the Certificates (not including the Principal Balance of
the Designated Certificate), to the effect that such Holders disapprove of the
termination of the Trust or (b) if a Credit Enhancer Default shall have occurred
and be continuing, (i) each of the Holders of Certificates and (ii) each of the
Holders of the Notes, to the effect that such Holders disapprove of the
termination of the Trust. Promptly after the occurrence of any Insolvency Event
with respect to the Holder of the Designated Certificate (A) the Holder of the
Designated Certificate shall give the Indenture Trustee, the Credit Enhancer and
the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee
shall, upon the receipt of such written notice from the Holder of the Designated
Certificate, give prompt written notice to the Certificateholders of the
occurrence of such event and (C) the Indenture Trustee shall give prompt written
notice of such event to the Noteholders; provided, however, that any failure to
give a notice required by this sentence shall not prevent or delay, in any
manner, a termination of the Trust pursuant to the first sentence of this
Section 8.02. Upon a termination pursuant to this Section, the Owner Trustee
shall direct the Indenture Trustee promptly to sell the assets of the Trust
(other than the Payment Account) in a commercially reasonable manner and on
commercially reasonable terms. The proceeds of any such sale of the assets of
the Trust shall be deposited to the Payment Account for distribution in
accordance with Section 5.04(b) of the Indenture.



                                       26

<PAGE>




                                   ARTICLE IX

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     Section 9.01. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner Trustee
shall at all times be a corporation satisfying the provisions of Section 3807(a)
of the Statutory Trust Statute; authorized to exercise corporate trust powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; and having (or
having a parent that has) a rating of at least [Baa3] by [Moody's]. If such
corporation shall publish reports of condition at least annually pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of
this Section 9.01, the Owner Trustee shall resign immediately in the manner and
with the effect specified in Section 9.02.

     Section 9.02. REPLACEMENT OF OWNER TRUSTEE. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving 30 days
prior written notice thereof to the Administrator, the Credit Enhancer and the
Depositor. Upon receiving such notice of resignation, the Administrator shall
promptly appoint a successor Owner Trustee with the consent of the Credit
Enhancer which will not be unreasonably withheld, by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and to the successor Owner Trustee. If no successor Owner Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Owner Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Administrator, or if at any time the Owner Trustee shall
be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing
Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Administrator shall provide notice of such


                                       27

<PAGE>



resignation or removal of the Owner Trustee to each of the Rating Agencies.

     Section 9.03. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Trust Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective, and such successor
Owner Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
under this Trust Agreement, with like effect as if originally named as Owner
Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Trust Agreement; and the Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

     No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, the Administrator shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Administrator shall fail to mail such notice within 10 days
after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

     Section 9.04. MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 9.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

     Section 9.05. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of this Trust Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Owner Trust Estate may at the time be located, the Administrator and
the Owner Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the
Administrator and Owner Trustee to act as co-trustee, jointly with the Owner
Trustee, or as separate trustee or trustees, of all or any part of the Owner
Trust Estate, and to vest in such Person, in such capacity, such title to the
Trust or any part thereof and, subject to the other provisions of this Section,
such powers, duties,


                                       28

<PAGE>



obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable. If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Owner Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under this Trust Agreement shall be required to
meet the terms of eligibility as a successor Owner Trustee pursuant to Section
9.01 and no notice of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 9.03.

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

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

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

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

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

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


                                       29

<PAGE>



                                    ARTICLE X

                                  MISCELLANEOUS

     Section 10.01. AMENDMENTS. (a) This Trust Agreement may be amended from
time to time by the parties hereto as specified in this Section [, provided that
any amendment, except as provided in subparagraph (e) below, be accompanied by
an Opinion of Counsel to the Owner Trustee to the effect that such amendment (i)
complies with the provisions of this Section and (ii) will not cause the Trust
to be subject to an entity level tax].

     (b) If the purpose of the amendment (as detailed therein) is to correct any
mistake, eliminate any inconsistency, cure any ambiguity or deal with any matter
not covered (i.e. to give effect to the intent of the parties and, if
applicable, to the expectations of the Holders), it shall not be necessary to
obtain the consent of any Holders, but the Owner Trustee shall be furnished with
(A) a letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to any Security and (B) an
Opinion of Counsel to the effect that such action will not adversely affect in
any material respect the interests of any Holders, and the consent of the Credit
Enhancer shall be obtained.

     (c) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding (i.e.
technical in nature), it shall not be necessary to obtain the consent of any
Holder, but the Owner Trustee shall be furnished with an Opinion of Counsel that
such amendment is necessary or helpful to prevent the imposition of such taxes
and is not materially adverse to any Holder and the consent of the Credit
Enhancer shall be obtained.

     (d) If the purpose of the amendment is to add or eliminate or change any
provision of the Trust Agreement other than as contemplated in (b) and (c)
above, the amendment shall require (A) an Opinion of Counsel to the effect that
such action will not adversely affect in any material respect the interests of
any Holders and (B) either (a) a letter from the Rating Agency that the
amendment will not result in the downgrading or withdrawal of the rating then
assigned to any security or (b) the consent of Holders of Certificates
evidencing a majority of the Principal Balance of the Certificates and the
Indenture Trustee; provided, however, that no such amendment shall (i) reduce in
any manner the amount of, or delay the timing of, payments received that are
required to be distributed on any Certificate without the consent of the related
Certificateholder and the Credit Enhancer, or (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all such Certificates then
outstanding.

     (e) If the purpose of the amendment is to provide for the holding of any of
the Certificates in book-entry form, it shall require the consent of Holders of
all such Certificates then outstanding; provided, that the Opinion of Counsel
specified in subparagraph (a) above shall not be required.



                                       30

<PAGE>



     (f) If the purpose of the amendment is to provide for the issuance of
additional certificates representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Holder, but the Owner Trustee shall be
furnished with (A) an Opinion of Counsel to the effect that such action will not
adversely affect in any material respect the interests of any Holders and (B) a
letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to any Security and the
consent of the Credit Enhancer shall be obtained.

     (g) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee, the
Credit Enhancer and each of the Rating Agencies. It shall not be necessary for
the consent of Certificateholders or the Indenture Trustee pursuant to this
Section 10.01 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents (and any other consents of
Certificateholders provided for in this Trust Agreement or in any other Basic
Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner
Trustee may prescribe.

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

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

     Section 10.02. NO LEGAL TITLE TO OWNER TRUST ESTATE. The Certificateholders
shall not have legal title to any part of the Owner Trust Estate. The
Certificateholders shall be entitled to receive distributions with respect to
their undivided beneficial interest therein only in accordance with Articles V
and IX. No transfer, by operation of law or otherwise, of any right, title or
interest of the Certificateholders to and in their ownership interest in the
Owner Trust Estate shall operate to terminate this Trust Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate.

     Section 10.03. LIMITATIONS ON RIGHTS OF OTHERS. Except for Section 2.07,
the provisions of this Trust Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Holder of the Designated Certificate, the
Certificateholders, the Administrator, the Credit Enhancer and, to the extent
expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Trust Agreement (other than Section 2.07), whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of this
Trust Agreement or any covenants, conditions or provisions contained herein.



                                       31

<PAGE>



     Section 10.04. NOTICES. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt , if to the Owner Trustee, addressed to the Corporate
Trust Office; if to the Depositor, addressed to Structured Asset Mortgage
Investments II Inc., 383 Madison Avenue, New York, New York 10179; Attention:
_________________; if to the Credit Enhancer, addressed to ___________,
Attention: _________________, if to the Rating Agencies, addressed to
________________________ Attention: __________or, as to each party, at such
other address as shall be designated by such party in a written notice to each
other party.

     (b) Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Trust Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.

     (c) A copy of any notice delivered to the Owner Trustee or the Trust shall
also be delivered to the Depositor and the Administrator.

     Section 10.05. SEVERABILITY. Any provision of this Trust Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     Section 10.06. SEPARATE COUNTERPARTS. This Trust Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     Section 10.07. SUCCESSORS AND ASSIGNS. All representations, warranties,
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, each of the Depositor, the Owner Trustee and its successors and
each Certificateholder and its successors and permitted assigns, all as herein
provided and the Credit Enhancer. Any request, notice, direction, consent,
waiver or other instrument or action by a Certificateholder shall bind the
successors and assigns of such Certificateholder.

     Section 10.08. NO PETITION. The Owner Trustee, by entering into this Trust
Agreement and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against the
Depositor or the Trust, or join in any institution against the Depositor or the
Trust of, any bankruptcy proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations to the
Certificates, the Notes, this Trust Agreement or any of the Basic Documents.

     Section 10.09. NO RECOURSE. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not


                                       32

<PAGE>



represent interests in or obligations of the Depositor, the Holder of the
Designated Certificate, the Seller, the Administrator, the Owner Trustee, the
Indenture Trustee or any Affiliate thereof and no recourse may be had against
such parties or their assets, except as may be expressly set forth or
contemplated in this Trust Agreement, the Certificates or the Basic Documents.

     Section 10.10. HEADINGS. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

     Section 10.11. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 10.12. INTEGRATION. This Trust Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understanding pertaining thereto.




                                       33

<PAGE>



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


                               STRUCTURED ASSET MORTGAGE
                               INVESTMENTS II INC.


                               By:_____________________________________________
                               Name:
                               Title:


                               [NAME OF OWNER TRUSTEE], not in its
                               individual capacity but solely as Owner Trustee,


                               By:_____________________________________________
                               Name:
                               Title:


Acknowledged and Agreed:
_____________________________________________
[NAME OF CERTIFICATE REGISTRAR],
as Certificate Registrar and
Certificate Paying Agent


By:__________________________________________
Name:
Title:





                                       34

<PAGE>



                                    EXHIBIT A

                              [Form of Certificate]

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED
TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN,
OR (II) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, OR SECTION 4975 OF
THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A TRUSTEE
OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY SUCH PLAN
TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT THE
PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT RESULT IN THE ASSETS OF THE
OWNER TRUST ESTATE BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR THE PROHIBITED TRANSACTION PROVISIONS OF
THE CODE, WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE
MEANING OF SECTION 406 OR SECTION 407 OF ERISA OR SECTION 4975 OF THE CODE, AND
WILL NOT SUBJECT THE OWNER TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION OR
LIABILITY.

     NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS
TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.

     THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE DEPOSITOR, THE SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE
OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST
AGREEMENT OR THE BASIC DOCUMENTS.


                                       A-1

<PAGE>

<TABLE>
<CAPTION>


<S>                                           <C>
Certificate No.                               Original principal amount ("Denomination")
                                              of this Certificate:  $______________

Aggregate Denominations of all Certificates:  $

Pass-Through Rate:  Floating

Cut-Off Date:

First Payment Date:        ______, ______

CUSIP NO. __________
</TABLE>


                          [NAME OF TRUST] Series 200_-_

     Evidencing a fractional undivided equity interest in the Owner Trust
Estate, the property of which consists primarily of the Mortgage Collateral sold
by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as depositor.

     This certifies that [name of Holder] is the registered owner of the
Percentage Interest represented hereby in the [NAME OF TRUST] Series 200_-_ (the
"Trust").

     The Trust was created pursuant to an Trust Agreement dated as of (as
amended and supplemented from time to time, the "Trust Agreement") between the
Depositor and [NAME OF OWNER TRUSTEE], as owner trustee (as amended and
supplemented from time to time, the "Owner Trustee", which term includes any
successor entity under the Trust Agreement), a summary of certain of the
pertinent provisions of which is set forth hereinafter. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.

     This Certificate is one of a duly authorized issue of Mortgage-Backed
Certificates, Series 200_-__ (herein called the "Certificates") issued under the
Trust Agreement to which reference is hereby made for a statement of the
respective rights thereunder of the Depositor, the Owner Trustee and the Holders
of the Certificates and the terms upon which the Certificates are executed and
delivered. All terms used in this Certificate which are defined in the Trust
Agreement shall have the meanings assigned to them in the Trust Agreement. The
Owner Trust Estate consists of the Mortgage Collateral in the [NAME OF TRUST]
Series 200_-_ and a Surety Bond. The rights of the Holders of the Certificates
are subordinated to the rights of the Holders of the Notes, as set forth in the
Indenture.

     There will be distributed on the [twenty-fifth] day of each month or, if
such [twenty-fifth]


                                       A-2

<PAGE>



day is not a Business Day, the next Business Day (each, a "Payment Date"),
commencing in _____________, to the Person in whose name this Certificate is
registered at the close of business on the last Business Day of the month
preceding the month of such Payment Date (the "Record Date"), such
Certificateholder's Percentage Interest (obtained by dividing the Denomination
of this Certificate by the aggregate Denominations of all Certificates) in the
amount to be distributed to Certificateholders on such Payment Date.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Payment Account that have
been released from the Lien of the Indenture for payment hereunder and that
neither the Owner Trustee in its individual capacity nor the Depositor is
personally liable to the Certificateholders for any amount payable under this
Certificate or the Trust Agreement or, except as expressly provided in the Trust
Agreement, subject to any liability under the Trust Agreement.

     The Holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Indenture, dated as of
_____________ __, 200_ between the Trust and __________________________________,
as Indenture Trustee (the "Indenture").

     It is the intent of the Depositor and the Certificateholders that, for
purposes of federal income, state and local income and single business tax and
any other income taxes, the Trust will be treated [as a corporation]. The
Depositor and each Certificateholder, by acceptance of a Certificate, agree to
treat, and to take no action inconsistent with the treatment of, the
Certificates for such tax purposes [as an equity interest in a corporation].

     Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder will not at any time institute against the
Depositor, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the
Notes, the Trust Agreement or any of the Basic Documents.

     Distributions on this Certificate will be made as provided in the Trust
Agreement by the Certificate Paying Agent by wire transfer or check mailed to
the Certificateholder of record in the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Certificate Paying Agent of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
maintained by the Certificate Registrar for that purpose by the Trust in the
Borough of Manhattan, The City of New York.

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


                                       A-3

<PAGE>



place.

     Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, or an authenticating agent by manual
signature, this Certificate shall not entitle the Holder hereof to any benefit
under the Trust Agreement or be valid for any purpose.

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




                                       A-4

<PAGE>



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


                               [NAME OF TRUST] SERIES 200_-_


                               by    _____________________, not in its
                               individual capacity but solely as Owner Trustee


Dated:_________________        ____________________________________
                               Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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

___________________________________________,
not in its individual capacity
but solely as Owner Trustee


By:_________________________________________
         Authorized Signatory

or _________________________________________
   as Authenticating Agent of the Trust


By:_________________________________________
         Authorized Signatory





                                       A-5

<PAGE>



                            [REVERSE OF CERTIFICATE]

     The Certificates do not represent an obligation of, or an interest in, the
Depositor, the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or
any Affiliates of any of them and no recourse may be had against such parties or
their assets, except as expressly set forth or contemplated herein or in the
Trust Agreement or the Basic Documents. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Mortgage
Collateral, all as more specifically set forth herein. A copy of the Trust
Agreement may be examined by any Certificateholder upon written request during
normal business hours at the principal office of the Depositor and at such other
places, if any, designated by the Depositor.

     The Trust Agreement permits the amendment thereof as specified below,
provided that any amendment be accompanied by the consent of the Credit Enhancer
and an Opinion of Counsel to the Owner Trustee to the effect that such amendment
complies with the provisions of the Trust Agreement and will not cause the Trust
to be subject to an entity level tax. If the purpose of the amendment is to
correct any mistake, eliminate any inconsistency, cure any ambiguity or deal
with any matter not covered, it shall not be necessary to obtain the consent of
any Holder, but the Owner Trustee shall be furnished with a letter from the
Rating Agencies that the amendment will not result in the downgrading or
withdrawal of the rating then assigned to any Security. If the purpose of the
amendment is to prevent the imposition of any federal or state taxes at any time
that any Security is outstanding, it shall not be necessary to obtain the
consent of the any Holder, but the Owner Trustee shall be furnished with an
Opinion of Counsel that such amendment is necessary or helpful to prevent the
imposition of such taxes and is not materially adverse to any Holder. If the
purpose of the amendment is to add or eliminate or change any provision of the
Trust Agreement, other than as specified in the preceding two sentences, the
amendment shall require either (a) a letter from the Rating Agencies that the
amendment will not result in the downgrading or withdrawal of the rating then
assigned to any Security or (b) the consent of Holders of the Certificates
evidencing a majority of the Percentage Interests of the Certificates and the
Indenture Trustee; PROVIDED, HOWEVER, that no such amendment shall (i) reduce in
any manner the amount of, or delay the time of, payments received that are
required to be distributed on any Certificate without the consent of the related
Certificateholder, or (ii) reduce the aforesaid percentage of Certificates the
Holders of which are required to consent to any such amendment without the
consent of the Holders of all such Certificates then outstanding.

     As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trust in the Borough of Manhattan, The City of New York, accompanied by a
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is


                                       A-6

<PAGE>



__________________________________.


     Except as provided in the Trust Agreement, the Certificates are issuable
only in minimum denominations of $10,000 and in integral multiples of $10,000 in
excess thereof, except for one Certificate that may not be in an integral
multiple of $10,000. As provided in the Trust Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

     The Owner Trustee, the Certificate Paying Agent, the Certificate Registrar
and any agent of the Owner Trustee, the Certificate Paying Agent, or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate Registrar or any such agent shall
be affected by any notice to the contrary.

     The obligations and responsibilities created by the Trust Agreement and the
Trust created thereby shall terminate (i) upon the final distribution of all
moneys or other property or proceeds of the Owner Trust Estate in accordance
with the terms of the Indenture and the Trust Agreement, (ii) the Payment Date
in ____________, or (iii) upon the bankruptcy or insolvency of the Holder of the
Designated Certificate and the satisfaction of other conditions specified in
Section 8.02 of the Trust Agreement.




                                       A-7

<PAGE>



                                                    ASSIGNMENT


     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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



_______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing to transfer said Certificate on the books of the
Certificate Registrar, with full power of substitution in the premises.


Dated:

                                            _________________________________*/
                                            Signature Guaranteed:


                                            _________________________________*/


_________________________________

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




                                       A-8

<PAGE>




                            DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for the information of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately available funds
to ___________________________________________________________ for the account
of ________________________________________, account number ______________, or,
if mailed by check, to ______________.

     Applicable statements should be mailed to__________________.


                                      _________________________________________
                                      Signature of assignee or agent
                                      (for authorization of wire transfer only)





                                       A-9

<PAGE>



                                    EXHIBIT B
                             TO THE TRUST AGREEMENT

                             CERTIFICATE OF TRUST OF
                         [NAME OF TRUST] Series 2000_-_

     THIS Certificate of Trust of [NAME OF TRUST] Series 2000_-_ (the "Trust"),
dated ___________, ____, is being duly executed and filed by
______________________, a Delaware banking corporation, as trustee, to form a
statutory trust under the Delaware Statutory Trust Act (12 DEL. CODE, ss. 3801
ET SEQ.).

     1. NAME. The name of the statutory trust formed hereby is [NAME OF TRUST]
Series 2000_-_.

     2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is ______________________, __________________,
__________, ______________, Attention: ______________________________.


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

                                       ________________________________________
                                       not in its individual capacity but
                                       solely as owner trustee under a Trust
                                       Agreement dated as of _________, ___,

                                       By:_____________________________________
                                       Name:
                                       Title:




                                       B-1

<PAGE>



                                    EXHIBIT C

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:

                         _______________________________
                         _______________________________
                         _______________________________
                         _______________________________

     The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").

     1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.

     2. The Buyer warrants and represents to, and covenants with, the Owner
Trustee and the Depositor (as defined in the Trust Agreement (the "Agreement"),
dated as of _________, ____ between Structured Asset Mortgage Investments II
Inc., as Depositor and ______________________, as Owner Trustee pursuant to
Section 3.05 of the Agreement and __________________________________ as
indenture trustee, as follows:

          a. The Buyer understands that the Rule 144A Securities have not been
     registered under the 1933 Act or the securities laws of any state.

          b. The Buyer considers itself a substantial, sophisticated
     institutional investor having such knowledge and experience in financial
     and business matters that it is capable of evaluating the merits and risks
     of investment in the Rule 144A Securities.




                                       C-1

<PAGE>



          c. The Buyer has been furnished with all information regarding the
     Rule 144A Securities that it has requested from the Seller, the Indenture
     Trustee, the Owner Trustee or the Servicer.

          d. Neither the Buyer nor anyone acting on its behalf has offered,
     transferred, pledged, sold or otherwise disposed of the Rule 144A
     Securities, any interest in the Rule 144A Securities or any other similar
     security to, or solicited any offer to buy or accept a transfer, pledge or
     other disposition of the Rule 144A Securities, any interest in the Rule
     144A Securities or any other similar security from, or otherwise approached
     or negotiated with respect to the Rule 144A Securities, any interest in the
     Rule 144A Securities or any other similar security with, any person in any
     manner, or made any general solicitation by means of general advertising or
     in any other manner, or taken any other action, that would constitute a
     distribution of the Rule 144A Securities under the 1933 Act or that would
     render the disposition of the Rule 144A Securities a violation of Section 5
     of the 1933 Act or require registration pursuant thereto, nor will it act,
     nor has it authorized or will it authorize any person to act, in such
     manner with respect to the Rule 144A Securities.

          e. The Buyer is a "qualified institutional buyer" as that term is
     defined in Rule 144A under the 1933 Act and has completed either of the
     forms of certification to that effect attached hereto as Annex 1 or Annex
     2. The Buyer is aware that the sale to it is being made in reliance on Rule
     144A. The Buyer is acquiring the Rule 144A Securities for its own account
     or the accounts of other qualified institutional buyers, understands that
     such Rule 144A Securities may be resold, pledged or transferred only (i) to
     a person reasonably believed to be a qualified institutional buyer that
     purchases for its own account or for the account of a qualified
     institutional buyer to whom notice is given that the resale, pledge or
     transfer is being made in reliance on Rule 144A, or (ii) pursuant to
     another exemption from registration under the 1933 Act.

     [3. The Buyer warrants and represents to, and covenants with, the Seller,
the Indenture Trustee, Owner Trustee, Servicer and the Depositor that either (1)
the Buyer is (A) not an employee benefit plan (within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), or a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case) is subject to ERISA or
Section 4975 of the Code (both a "Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as investment manager of, as
named fiduciary of, as trustee of, or with "plan assets" of a Plan, or (2) the
Buyer understands that registration of transfer of any Rule 144A Securities to
any Plan, or to any Person acting on behalf of any Plan, will not be made unless
such Plan delivers an opinion of its counsel, addressed and satisfactory to the
Certificate Registrar and the Depositor, to the effect that the purchase and
holding of the Rule 144A Securities by, on behalf of or with "plan assets" of
any Plan would not constitute or result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, and would not subject the
Depositor, the Servicer, the Indenture Trustee or the Trust to any obligation or
liability (including liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Agreement or any other liability.]


                                       C-2

<PAGE>



     4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.

     IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.

_______________________                     _______________________
Print Name of Seller                        Print Name of Buyer

By:____________________                     By:____________________
         Name:                                       Name:
         Title:                                      Title:

Taxpayer Identification:                    Taxpayer Identification:

No.____________________                     No.____________________

Date:__________________                     Date:__________________





                                       C-3

<PAGE>



                                                            ANNEX 1 TO EXHIBIT C
                                                            --------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

     2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $____________________1 in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.

     ___  CORPORATION, ETC. The Buyer is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or charitable organization
          described in Section 501(c)(3) of the Internal Revenue Code.

     ___  BANK. The Buyer (a) is a national bank or banking institution
          organized under the laws of any State, territory or the District of
          Columbia, the business of which is substantially confined to banking
          and is supervised by the State or territorial banking commission or
          similar official or is a foreign bank or equivalent institution, and
          (b) has an audited net worth of at least $25,000,000 as demonstrated
          in its latest annual financial statements, a copy of which is attached
          hereto.

     ___  SAVINGS AND LOAN. The Buyer (a) is a savings and loan association,
          building and loan association, cooperative bank, homestead association
          or similar institution, which is supervised and examined by a State or
          Federal authority having supervision over any such institutions or is
          a foreign savings and loan association or equivalent institution and
          (b) has an audited net worth of at least $25,000,000 as demonstrated
          in its latest annual financial statements.

--------
1    Buyer must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer
must own and/or invest on a discretionary basis at least $10,000,000 in
securities.


                                       C-4

<PAGE>



     ___  BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15
          of the Securities Exchange Act of 1934.

     ___  INSURANCE COMPANY. The Buyer is an insurance company whose primary and
          predominant business activity is the writing of insurance or the
          reinsuring of risks underwritten by insurance companies and which is
          subject to supervision by the insurance commissioner or a similar
          official or agency of a State or territory or the District of
          Columbia.

     ___  STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by
          a State, its political subdivisions, or any agency or instrumentality
          of the State or its political subdivisions, for the benefit of its
          employees.

     ___  ERISA PLAN. The Buyer is an employee benefit plan within the meaning
          of Title I of the Employee Retirement Income Security Act of 1974.

     ___  INVESTMENT ADVISER. The Buyer is an investment adviser registered
          under the Investment Advisers Act of 1940.

     ___  SBIC. The Buyer is a Small Business Investment Company licensed by the
          U.S. Small Business Administration under Section 301(c) or (d) of the
          Small Business Investment Act of 1958.

     ___  BUSINESS DEVELOPMENT COMPANY. The Buyer is a business development
          company as defined in Section 202(a)(22) of the Investment Advisers
          Act of 1940.

     ___  TRUST FUND. The Buyer is a trust fund whose trustee is a bank or trust
          company and whose participants are exclusively (a) plans established
          and maintained by a State, its political subdivisions, or any agency
          or instrumentality of the State or its political subdivisions, for the
          benefit of its employees, or (b) employee benefit plans within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974, but is not a trust fund that includes as participants individual
          retirement accounts or H.R. 10 plans.

     3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in


                                       C-5

<PAGE>



determining such aggregate amount, the Buyer may have included securities owned
by subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are
managed under the Buyer's direction. However, such securities were not included
if the Buyer is a majority-owned, consolidated subsidiary of another enterprise
and the Buyer is not itself a reporting company under the Securities Exchange
Act of 1934.

     5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

     ___      ___      Will the Buyer be purchasing the Rule 144A
     Yes      No       Securities only for the Buyer's own account?

     6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

     7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.

                                            ___________________________________
                                            Print Name of Buyer

                                            By:________________________________
                                               Name:
                                               Title:

                                            Date:______________________________





                                       C-6

<PAGE>



                                                            ANNEX 2 TO EXHIBIT C
                                                            --------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]


     The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

     1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.

     2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

     ____ The Buyer owned $___________________ in securities (other than the
          excluded securities referred to below) as of the end of the Buyer's
          most recent fiscal year (such amount being calculated in accordance
          with Rule 144A).

     ____ The Buyer is part of a Family of Investment Companies which owned in
          the aggregate $______________ in securities (other than the excluded
          securities referred to below) as of the end of the Buyer's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

     3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

     4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.


                                       C-7

<PAGE>



     5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.

     6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                           ____________________________________
                                           Print Name of Buyer


                                           By:_________________________________
                                              Name:
                                              Title:


                                           IF AN ADVISER:

                                           ____________________________________
                                           Print Name of Buyer


                                           Date:_______________________________





                                       C-8

<PAGE>



                                    EXHIBIT D

                        CERTIFICATE OF NON-FOREIGN STATUS

     This Certificate of Non-Foreign Status ("certificate") is delivered
pursuant to Section 3.03 of the Trust Agreement, dated as of _________, ____
(the "Trust Agreement"), between Structured Asset Mortage Investments II Inc.,
as depositor and [NAME OF OWNER TRUSTEE], as Owner Trustee, in connection with
the acquisition of, transfer to or possession by the undersigned, whether as
beneficial owner (the "Beneficial Owner"), or nominee on behalf of the
Beneficial Owner of the Mortgage-Backed Certificates, Series 200_-__ (the
"Certificate"). Capitalized terms used but not defined in this certificate have
the respective meanings given them in the Trust Agreement.

     Each holder must complete Part I, Part II (if the holder is a nominee), and
in all cases sign and otherwise complete Part III. In addition, each holder
shall submit with the Certificate an IRS Form W-9 relating to such holder.

     To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of
the Internal Revenue Code (relating to withholding tax on foreign partners) do
not apply in respect of the Certificate held by the undersigned, the undersigned
hereby certifies:

Part I -  Complete Either A or B

          A.   Individual as Beneficial Owner

               1.   I am (The Beneficial Owner is ) not a non-resident alien for
                    purposes of U.S. income taxation;

               2.   My (The Beneficial Owner's) name and home address are:
                    _________________________________
                    _________________________________
                    _________________________________; and

               3.   My (The Beneficial Owner's) U.S. taxpayer identification
                    number (Social Security Number) is _______________________.

          B.   Corporate, Partnership or Other Entity as Beneficial Owner

               1.   __________________________ (Name of the Beneficial Owner) is
                    not a foreign corporation, foreign partnership, foreign
                    trust or foreign estate (as those terms are defined in the
                    Code and Treasury Regulations;




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               2.   The Beneficial Owner's office address and place of
                    incorporation (if applicable) is
                    _______________________________; and

     3. The Beneficial Owner's U.S. employer identification number is
__________________________.

Part II - Nominees

     If the undersigned is the nominee for the Beneficial Owner, the undersigned
certifies that this certificate has been made in reliance upon information
contained in:

     _____ an IRS Form W-9

     _____ a form such as this or substantially similar

     provided to the undersigned by an appropriate person and (i) the
     undersigned agrees to notify the Trust at least thirty (30) days prior to
     the date that the form relied upon becomes obsolete, and (ii) in connection
     with change in Beneficial Owners, the undersigned agrees to submit a new
     Certificate of Non-Foreign Status to the Trust promptly after such change.

Part III - Declaration

     The undersigned, as the Beneficial Owner or a nominee thereof, agrees to
notify the Trust within sixty (60) days of the date that the Beneficial Owner
becomes a foreign person. The undersigned understands that this certificate may
be disclosed to the Internal Revenue Service by the Trust and any false
statement contained therein could be punishable by fines, imprisonment or both.

         Under penalties of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct and
complete and will further declare that I will inform the Trust of any change in
the information provided above, and, if applicable, I further declare that I
have the authority* to sign this document.

__________________________
  Name

__________________________
  Title (if applicable)

__________________________
  Signature and Date

     *Note: If signed pursuant to a power of attorney, the power of attorney
must accompany this certificate.


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<PAGE>




                                    EXHIBIT E

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                     [DATE]

[Certificate Registrar]

     Re:  [NAME OF TRUST] Series 200_-_ Mortgage-Backed Certificates, SERIES
          200_-__, (THE "CERTIFICATES")

Ladies and Gentlemen:

     In connection with our acquisition of the above-captioned Certificates, we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Trust Agreement.




                                       E-1

<PAGE>


                                                     Very truly yours,

                                                     [TRANSFEREE]

                                                     By:_______________________
                                                     Authorized Officer


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